/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/041203.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 Friday, December 3, 2004, Vol. 5, No. 240 Headlines C Z E C H R E P U B L I C UNION BANKA: Unidentified Debtor Blocks CZK3 Bln Debt Repayment F R A N C E ALSTOM SA: Sells Diesel Locomotive Plant for Undisclosed Sum EUROTUNNEL SA: Non-executive Director Pierre Cardo Resigns G E R M A N Y COLOR ART: Creditors' Claims Due Next Week DZ BANK: Individual Rating Affirmed at 'C/D' EURO-PERSONAL: Provisional Administrator Takes over Operations GEORG HILGERS: Calls First Creditors' Meeting HAFTUNG & CO.: Frankfurt Court Appoints Insolvency Administrator H. + C. WIECHERT: Claims Deadline Nears HEGLA GROSSKUCHENTECHNIK: Under Bankruptcy Administration KARSTADTQUELLE AG: New Loan Terms Include Cap on Dividend Payout MANNHEIMER OMNIBUSREISEN: Claims Verification Set January 24 NOCTI VAGUS: Creditors' Meeting Set December RENCK & HESSENMULLER: Administrator's Report Out January SIMPLYST AKTIENGESELLSCHAFT: Applies for Bankruptcy Proceedings SOLANUM KARTOFFELVERARBEITUNGS: Files for Bankruptcy THYSSENKRUPP AG: Net Debt Down to EUR2.8 Billion in 2004 THYSSENKRUPP AG: S&P Affirms 'BB+/B' Corporate Credit Rating I T A L Y PARMALAT U.S.A.: Deadline for Disputing Citibank's Claim Set L U X E M B O U R G MILLICOM INTERNATIONAL: Selling Ordinary Shares at US$23.24 Each N E T H E R L A N D S ASM INTERNATIONAL: Places US$125 Mln Convertible Notes VERSATEL N.V.: Inks Sponsorship Deal with National Soccer League VERSATEL N.V.: Offers to Buy Eredivisie Football Pay-TV Rights R U S S I A AGRO-SERVICE: Hires D. Gilmanov as Insolvency Manager BUILDING INDUSTRY: Undergoes External Management Procedure DIMITROV-GRAIN-PRODUCT: Proofs of Claim Deadline Next Week GIPRO-TEKH-SERVICE: Bankruptcy Hearing Resumes Next Year KARGASOKSKIY FISH: Gives Creditors Until January to File Claims KRASNOSELSKOYE: Hires S. Piskarev as Insolvency Manager REM-STROY: Declared Insolvent RUSSIAN-TURKISH GRAIN: Court Schedules Next Hearing February URVANSKAYA RAY-SEL-KHOZ-TREKHNIKA: Succumbs to Bankruptcy VESHKAMSKIY ELEVATOR: Insolvency Manager Takes over Operations U K R A I N E ENERGOGAZOZABEZPECHENNYA: Under Bankruptcy Supervision KARPATI: Sets Proofs of Claim Deadline LADMET: Court Brings in Temporary Insolvency Manager POBUTPLASTMAS: Gives Creditors Until Tomorrow to Prove Claims SHIRETSKIJ SKLOPRILAD: Bankruptcy Supervision Begins STYLE HOLDING: Insolvency Manager to Temporarily Run Business SUMI' AUTO 15928: Claims Deadline Expires Weekend TSIKLON: Lviv Court Opens Bankruptcy Proceedings ZAHID-METAL: Files for Bankruptcy U N I T E D K I N G D O M AUCTIONWORLD LIMITED: Calls in Administrators from PKF BETAPOWER LIMITED: Hires Liquidator from Harrisons BIG FOOD: 'BB' Rating Under Review for Possible Downgrade BOOTH & BIDDICK: Hires KPMG as Liquidator BRITISH ENERGY: Calls Shareholders Meeting BRITISH ENERGY: Lenders to Get More than 95% of Reorganized Firm BRITISH ENERGY: Reveals New Shares Allocation for Members BRITISH ENERGY: To Create New Subsidiary While Restructuring BRITISH ENERGY: Details Financial Effects of Possible Disposal BRITISH ENERGY: Warns of Future Financial, Trading Difficulties BRITISH ENERGY: Rules out Dividend Until 2007 BRITISH ENERGY: Asks to Extend Creditors' Scheme Long Stop Date EGG PLC: Sells Savings and Online Brokerage Business ENTERTAINMENT AND LEISURE: Names Grant Thornton Administrator EUROBREAD LIMITED: Administrators from Elwell Watchorn Move in EUROPASS TELECOM: Sets Creditors' Meeting Next Week FAST BANANA: Members Pass Winding up Resolutions FRESHA FRUIT: Calls in Liquidators from KPMG FRESH JUICE: Meeting of Creditors Set Next Week FURNEAUX STEWART: Calls Creditors' Meeting GEEPS END: Appoints Liquidator from Begbies Traynor H BOASE: Calls in Liquidator from KPMG IMPAK FOAM: Hires Joint Administrators from BDO Stoy Hayward INTER-EUROPE FORWARDING: Names Tenon Recovery Administrator JAMES STRICK: Winding up Resolutions Passed MAYFAIR NOMINEES: Calls in Liquidator from Stoy Hayward NICOL TRANSMISSIONS: Creditors' Meeting Set December 13 NTL INCORPORATED: Selling Broadcast Operation for GBP1.27 Bln PARK WALK: Calls in Liquidator from BDO Stoy Hayward RED AND THE GREEN: Names Administrators from Milner Boardman RENTOKIL INITIAL: Warns of Further Deterioration in Trading ROWE & CO.: Special, Ordinary Winding up Resolutions Passed SHOOTGLEN LIMITED: Names Grant Thornton Administrator SPECTRUM RETAIL: Sets Creditors' Meeting Next Week TRC PERFORMANCE: Liquidators from Leonard Curtis Move in VC GROUP: Names Numerica Administrator WILLCROSS LIMITED: Hires J. P. Shaw as Liquidator ********* =========================== C Z E C H R E P U B L I C =========================== UNION BANKA: Unidentified Debtor Blocks CZK3 Bln Debt Repayment --------------------------------------------------------------- Bankrupt Union Banka cannot fulfill an earlier pledge to repay around 75,000 creditors, Czech News Agency says. This after a Union Banka debtor, which filed an appeal with the High Court in Olomouc, blocked a CZK3 billion payment a day before its release, bankruptcy assets administrator Michaela Huserova said. The bank announced in September it would repay an initial 20% of the acknowledged claims this month. Meanwhile, Ms. Huserova unveiled a job reduction plan wherein the bank would retain only 45 of its 140 employees. The bank would further cut down its workforce to 20-25 employees starting July 1, 2005. CONTACT: UNION BANKA a.s. Ul. 30 Dubna c. 35 70200 Ostrava Phone: 596108111 Fax: 596120134 E-mail: union@union.cz Web site: http://www.union.cz =========== F R A N C E =========== ALSTOM SA: Sells Diesel Locomotive Plant for Undisclosed Sum ------------------------------------------------------------ Vossloh AG has signed a contract to take over from Alstom S.A. its diesel locomotive plant in Valencia, Spain. It was agreed not to disclose any purchase price details. The deal strengthens Vossloh's foremost position as European manufacturer of diesel locomotives. So far the lineup has focused on diesel-hydraulic locomotives and the acquisition will extend it to include the diesel- electric variety. The consummation of the transaction is subject, among other things, to the approval of the cartel authorities. Through its Vossloh Locomotives GmbH subsidiary in Kiel, Germany, Vossloh develops and builds two- and four-axle diesel- hydraulic locomotives with low and medium output. Over the past years, this company has established itself as one of the leading suppliers in this segment. Last year's sales amounted to around EUR234 million. Alstom Valencia develops and builds diesel-electric locomotives for passenger, freight, and shunting services. Among the focal points of the product range are high-output six-axle diesel locomotives. The plant manufactures bogies, too. Alstom Valencia is also involved in local transportation projects in the Valencia region. Latest annual sales totaled some EUR100 million. CONTACT: ALSTOM S.A. 25 Avenue Kleber 75795 Paris Cedex 16 Phone: +33-1-47-55-20-00 Fax: +33-1-47-55-25-99 Web site: http://www.alstom.com VOSSLOH AG Vosslohstrasse 4 58791 Werdohl Phone: +49-2392-52-0 Fax: +49-2392-52-219 Web site: http://www.vossloh.de Christiane Konrad Phone: +49 (0)2392 52-249 EUROTUNNEL SA: Non-executive Director Pierre Cardo Resigns ---------------------------------------------------------- On Nov. 30, 2004 several newspapers reported the decision of Pierre Cardo to leave the Eurotunnel S.A. joint board (of which he has been a member since 7 April 2004). Eurotunnel confirms that Mr. Cardo sent a letter to the Chairman, Jacques Maillot, announcing his resignation as a non- executive director with effect from 29 November. Furthermore, Eurotunnel confirms that it has indeed requested, and obtained, from the President of the Tribunal de Commerce de Paris (the Paris commercial court), the nomination of a Mandataire ad hoc (court-appointed representative). The Mandataire has been appointed for an initial period of six months, which may be renewed, in order to assist the Group with the management and implementation of the operational restructuring plan known as Project DARE. By an order dated 18 November 2004, Mme Perette Rey (the President of the Tribunal de Commerce) has nominated Maitre Regis Valliot to this position. In view of the complexity of Eurotunnel's situation and the importance of what is at stake, Maitre Valliot's involvement will help to bring together the various participants in the project. This nomination, at the request of Eurotunnel, is not in any way linked to an insolvency procedure. CONTACT: EUROTUNNEL S.A. 19 Boulevard Malesherbes 75008 Paris UK - Kevin Charles Phone: +44(0) 1303 288728 Fax: 01303 288731 E-mail: press.uk@eurotunnel.com France - Mady Chabrier Phone: +33(0) 1 55 27 35 43 Calais Region - Yves Szrama Phone: +33 (0) 3 21 00 69 04 ============= G E R M A N Y ============= COLOR ART: Creditors' Claims Due Next Week ------------------------------------------ The district court of Cologne opened bankruptcy proceedings against Color Art Photo Portraitstudio Beratungs-Gesellschaft mbH on Nov. 3. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 10, 2004 to register their claims with court- appointed provisional administrator Dr. Sabine Feuerborn. Creditors and other interested parties are encouraged to attend the meeting on Jan. 26, 2005, 10:00 a.m. at the district court of Koln, Hauptstelle, Luxemburger Strasse 101, 50939 Koln, 1. Etage, Saal 142 at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: COLOR ART PHOTO PORTRAITSTUDIO BERATUNGS-GESELLSCHAFT MBH Handwerkshof 6, 51469 Bergisch Gladbach Contact: Thomas Pochert, Manager Heidgen 18, 51467 Bergisch Gladbach Dr. Sabine Feuerborn, Insolvency Manager Else-Lang-Str. 1, 50858 Koln Phone: 285 547-0 Fax: +4922128554729 DZ BANK: Individual Rating Affirmed at 'C/D' -------------------------------------------- Fitch Ratings affirmed DZ BANK AG Deutsche Zentral- Gennossenschaftsbank ratings at Long-term 'A', Short-term 'F1', Individual 'C/D' and Support '1'. The Outlook on the Long-term rating remains Stable. The Long-term, Short-term and Support ratings reflect the potential support from the federal government given the bank's position in the German cooperative banking sector as well as the significance of the latter to the German banking market. DZ BANK is by far the larger of two central banks for the German cooperative banking sector and the sixth largest banking group in Germany. It provides clearing and other services for about 1,100 local cooperative banks. The Individual rating takes into account the continuing recovery in DZ BANK's earnings as well as its improved capitalization and asset quality. DZ BANK's cost base has been substantially reduced over the past two years, while a clean out of its loan portfolio and a clearer focus on risk-adjusted returns have also helped to restore profitability to a more satisfactory level. While there is still some scope for further cost cutting in the group, further improvement in its cost/income ratio will depend more on DZ BANK's ability to boost revenues. There is significant potential for cross-selling in Germany's cooperative banking sector, but increasing cooperation between DZ BANK, the local cooperative banks and other entities in the sector will be instrumental in achieving this. Having reached unprecedented levels in 2002 as a result of continuous asset quality deterioration and exposure to large troubled corporates, loan loss provisions have come down to a more acceptable level. DZ BANK has introduced more stringent risk control systems, adopted a more selective approach to corporate lending and reduced weighted risks. There remain, however, some question marks about the quality of the property loan book, and management has to prove its ability to keep credit risk charges under control. Although the group's capitalization has improved, a high proportion of its Tier 1 capital remains in the form of hybrid dated capital. Excluding this, DZ BANK's Tier 1 capital/risks ratio (according to German regulatory requirements) would have been 6.5% at end-June 2004. CONTACT: FITCH RATINGS Alison Le Bras, Paris Phone: +33 1 44 29 91 46 Olivia Perney-Guillot, Frankfurt Phone: +49 69 7680 76243 Michael Steinbarth, London Phone: +44 207 862 4068 Media Relations: Campbell McIlroy, London Phone: +44 20 7417 4327 DZ BANK Web site: http://www.dzbank.de EURO-PERSONAL: Provisional Administrator Takes over Operations -------------------------------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Euro-Personal-Service Verwaltungs GmbH on Oct. 29. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Feb. 18, 2005 to register their claims with court-appointed provisional administrator Karl-Heinz Trebing. Creditors and other interested parties are encouraged to attend the meeting on March 15, 2005, 9:10 a.m. at Saal 2, Geb. F, Klingerstr. 20, 60313 Frankfurt, statt at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: EURO-PERSONAL-SERVICE VERWALTUNGS GMBH Stollbergstr. 1a/Wilhelmstr. 9, 65719 Hofheim/Ts Karl-Heinz Trebing, Insolvency Manager Hanauer Landstr. 287-289, 60314 Frankfurt Phone: 069/15051300 GEORG HILGERS: Calls First Creditors' Meeting --------------------------------------------- The district court of Cologne opened bankruptcy proceedings against Georg Hilgers GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 25, 2004 to register their claims with court-appointed provisional administrator Dr. Bruno Kubler. Creditors and other interested parties are encouraged to attend the meeting on Jan. 20, 2005, 11:00 a.m. at the district court of Koln, Hauptstelle, Luxemburger Strasse 101, 50939 Koln, 13. Etage, Saal 1311 at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: GEORG HILGERS GMBH Emil Hoffmann Strasse 55, 50996 Koln Contact: Frank Schwarz, Manager Oberbergstrasse 11, 52396 Hambach Dr. Bruno Kubler, Insolvency Manager Aachener Str. 217, 50931 Koln Phone: 400 770 Fax: +492214007720 HAFTUNG & CO.: Frankfurt Court Appoints Insolvency Administrator ---------------------------------------------------------------- The district court of Frankfurt opened bankruptcy proceedings against Haftung & Co. KG on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Jan. 10, 2005 to register their claims with court-appointed provisional administrator Manfred Burghardt. Creditors and other interested parties are encouraged to attend the meeting on Feb. 15, 2005, 9:15 a.m. at the district court of Frankfurt, Uhr, Saal 1, Gebaude F, Klingerstrasse 20, 60313 Frankfurt am Main, statt at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: HAFTUNG & CO.KG Weissfrauenstrasse 1 60311 Frankfurt am Main Manfred Burghardt, Insolvency Manager Theobald-Christ-Strasse 24, D-60316 Frankfurt am Main Phone: 069/94414770 Fax: 069/94414780 H. + C. WIECHERT: Claims Deadline Nears --------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Spielzimmer -- H. + C. Wiechert GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 20, 2004 to register their claims with court-appointed provisional administrator Dr. Rainer Eckert. Creditors and other interested parties are encouraged to attend the meeting on Jan. 25, 2005, 9:05 a.m. at Saal 1, Gebaude F, Klingerstrasse 20, 60313 Frankfurt am Main, statt at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: SPIELZIMMER -- H. + C. WIECHERT GMBH Grosse Friedberger Strasse 32 60313 Frankfurt am Main Dieter Drevermann, Insolvency Manager Obere Saulheimer Str. 15G, 55291 Saulheim HEGLA GROSSKUCHENTECHNIK: Under Bankruptcy Administration --------------------------------------------------------- The district court of Cologne opened bankruptcy proceedings against HEGLA Grosskuchentechnik GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 27, 2004 to register their claims with court-appointed provisional administrator Dr. Christoph Niering. Creditors and other interested parties are encouraged to attend the meeting on Jan. 27, 2005, 9:00 a.m. at the district court of Koln, Hauptstelle, Luxemburger Strasse 101, 50939 Koln, 13. Etage, Saal 1311 at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: HEGLA GROSSKUCHENTECHNIK GMBH Hamburger Strasse 11, 50321 Bruhl Dr. Christoph Niering, Insolvency Manager Brabanter Str. 2, 50674 Koln Phone: 92081-137 Fax: +492219208197 KARSTADTQUELLE AG: New Loan Terms Include Cap on Dividend Payout ---------------------------------------------------------------- Ailing retail and mail order group KarstadtQuelle has struck an agreement with creditor banks regarding the terms of its extended credit line, Financial Times Deutschland says. Creditor banks recently extended KarstadtQuelle's EUR1.75 billion credit line, which the retail giant would use to finance its restructuring plan. The banks required KarstadtQuelle to present extensive securities, which include its 50% stake in travel group Thomas Cook. The credit line extension is a prerequisite for the retail giant's EUR500 million capital increase. The banks and KarstadtQuelle have yet to sign a formal contract, though. The contract is expected to limit the retail group's scope in certain operations, including dividend payment. Aside from the capital increase, KarstadtQuelle also plans to issue convertible bonds with a minimum volume of EUR125 million. CONTACT: KARSTADTQUELLE AG Theodor-Althoff-Str. 2 D-45133 Essen Phone: +49-201-727-1 Fax: +49-201-727-5216 Web site: http://www.karstadtquelle.com MANNHEIMER OMNIBUSREISEN: Claims Verification Set January 24 ------------------------------------------------------------ The district court of Mannheim opened bankruptcy proceedings against Mannheimer Omnibusreisen GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 13, 2004 to register their claims with court-appointed provisional administrator Steffen Rauschenbusch. Creditors and other interested parties are encouraged to attend the meeting on Jan. 24, 2005, 9:00 a.m. at the district court of Mannheim, 68149 Mannheim, Schloss, Westflugel, 2. Stockwerk, Raum 232 at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: MANNHEIMER OMNIBUSREISEN GMBH Contact: Gunter Klinger, Manager Torackerstr. 2a, 68165 Mannheim Steffen Rauschenbusch, Insolvency Manager O 3, 9-12, 68161 Mannheim Phone: 0621/16680 NOCTI VAGUS: Creditors' Meeting Set December -------------------------------------------- The district court of Berlin-Charlottenburg opened bankruptcy proceedings against Nocti Vagus GmbH on Nov. 5. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Jan. 27, 2005 to register their claims with court-appointed provisional administrator Joachim Voigt. Creditors and other interested parties are encouraged to attend the meeting on Dec. 16, 2004, 10:25 a.m. at which time the administrator will present his first report of the insolvency proceedings. The court will verify the claims set out in the administrator's report on March 24, 2005, 10:20 a.m. at the district court of Charlottenburg, Amtsgerichtsplatz 1, 14057 Berlin, II. Stock Saal 218. CONTACT: NOCTI VAGUS GMBH Saarbrucker Str. 36,10405 Berlin Joachim Voigt, Insolvency Manager Rankestrasse 33, 10789 Berlin RENCK & HESSENMULLER: Administrator's Report Out January -------------------------------------------------------- The district court of Hamburg opened bankruptcy proceedings against Renck & Hessenmuller Transport- und Lagerhaus GmbH on Nov. 2. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 23, 2004 to register their claims with court-appointed provisional administrator Jan H. Wilhelm. Creditors and other interested parties are encouraged to attend the meeting on Jan. 24, 2005, 10:20 a.m. at the district court of Hamburg, Insolvenzgericht, Weidestrasse 122d, 22083 Hamburg, Saal 1, 2. Ebene (Zi. 2.18) at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: RENCK & HESSENMULLER TRANSPORT- UND LAGERHAUS GMBH Werner-Siemens-Strasse 17, 22113 Hamburg Contact: Walter Georg Peter Homann Jan H. Wilhelm, Insolvency Manager Albert-Einstein-Ring 11/15, 22761 Hamburg Phone: 8995615 SIMPLYST AKTIENGESELLSCHAFT: Applies for Bankruptcy Proceedings --------------------------------------------------------------- The district court of Hamburg opened bankruptcy proceedings against Simplyst Aktiengesellschaft on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 13, 2004 to register their claims with court-appointed provisional administrator Stephan Neubauer. Creditors and other interested parties are encouraged to attend the meeting on Jan. 10, 2005, 11:00 a.m. at the district court of Hamburg, Insolvenzgericht, Weidestrasse 122 d, 22083 Hamburg, Saal 1, 2. Ebene (Zi. 2.18) at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: SIMPLYST AKTIENGESELLSCHAFT Rodingsmarkt 39, 20459 Hamburg Contact: Dr. Michael Schwarz, Director Heimhuder Strasse 80, 20148 Hamburg Franz Weige, Director Stephan Neubauer, Insolvency Manager Spitalerstrasse 4, 20095 Hamburg Phone: 334410 Fax: 33401521 SOLANUM KARTOFFELVERARBEITUNGS: Files for Bankruptcy ---------------------------------------------------- The district court of Gera opened bankruptcy proceedings against SOLANUM Kartoffelverarbeitungs gesellschaft m.b.H. on Nov. 3. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until Dec. 17, 2004 to register their claims with court-appointed provisional administrator Dr. H. Hess. Creditors and other interested parties are encouraged to attend the meeting on Jan. 25, 2005, 10:15 a.m. at the district court of Gera, Rudolf-Diener-Str. 1, Zimmer 317 at which time the administrator will present his first report of the insolvency proceedings. The court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors committee and or opt to appoint a new insolvency manager. CONTACT: SOLANUM KARTOFFELVERARBEITUNGSGESELLSCHAFT M.B.H. Hauptstrasse 5 a, 07589 Saara Dr. H. Hess, Insolvency Manager Barbarossahof 4-5, 99092 Erfurt THYSSENKRUPP AG: Net Debt Down to EUR2.8 Billion in 2004 -------------------------------------------------------- In fiscal year 2003/2004 ThyssenKrupp delivered its best results since the merger in 1999. The Company's medium-term goal has already been reached. The triple jump has been achieved. (a) Earnings before taxes from continuing operations reached EUR1,580 million (fiscal 2002/2003: EUR774 million), EUR806 million more than a year earlier. Earnings thus more than doubled. Without a number of special non-recurring effects EBT would have been EUR1.75 billion. This earnings level reflects the operating strength of the Group; (b) Linked with the earnings is a ROCE of 12% and a positive EVA of EUR572 million, to which all segments contributed. Here, too, the Company achieved its medium-term target; (c) Order intake and sales increased at double-digit rates: orders by 17% to EUR41.0 billion and sales by 11% to EUR39.3 billion; (d) Net financial payables decreased from EUR4.2 billion to EUR2.8 billion. Gearing improved from 55.2% to 34%; (e) Earnings per share was EUR1.81, compared with EUR1.09 in fiscal 2002/2003; and (f) At its meeting on November 30, 2004 the Supervisory Board endorsed the proposal of the Executive Board to recommend to the Annual General Meeting an increase in the dividend from EUR0.50 to EUR0.60 per share. ThyssenKrupp AG Executive Board Chairman Prof. Dr. Ekkehard Schulz: "ThyssenKrupp has geared itself to the profound changes brought about by globalization. The platform for ThyssenKrupp was the merger in 1999. [Wednes]day's success confirms that this was the right move. The marked qualitative as well as quantitative improvement in our earnings and the solid performance of ThyssenKrupp reflect the many measures implemented in recent years to increase our performance capability." If the economic forecasts are accurate, ThyssenKrupp expects the Group's encouraging performance to continue in 2004/2005. Sales in the region of over EUR41 billion are expected in the current fiscal year. This does not include portfolio changes. Mr. Schulz said: "Assuming no distortions on the raw material and currency markets, our aim for 2004/2005, despite the signs of a slowdown of the global economy, is to maintain the very good level of pre-tax earnings achieved in 2003/2004. This does not include the effects of disposals. We will continue to pay a dividend based on our earnings performance." The annual report 2003/2004 is available in German and English; both versions can also be viewed online or downloaded at http://www.thyssenkrupp.com. A copy of the annual report has 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 THYSSENKRUPP AG: S&P Affirms 'BB+/B' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on German industrial conglomerate ThyssenKrupp AG (TK) to positive from stable following consistent reduction of the group's financial debt and its strong operational performance. We also understand that the group is committed to continue the disposal program. At the same time, Standard & Poor's affirmed its 'BB+/B' corporate credit and 'BB' senior unsecured debt ratings on the company. "The outlook revision reflects TK's improving financial profile and its continuing commitment to further deleverage its balance sheet," said Standard & Poor's credit analyst Olivier Beroud. TK's financial ratios for the fiscal year ended Sept. 30, 2004, have benefited from strong operational performance, restraint in capital expenditure spending, and a relatively moderate dividend payout level. "The positive outlook reflects the expectation that TK will continue its solid operational performance, with meaningful free cash flow generation and consequent debt reduction, combined with further progress in its divestment program," said Mr. Beroud. The long-term corporate credit rating could be upgraded by one notch to 'BBB-' and the short-term rating to 'A-3' if Standard & Poor's considered that TK's financial profile was consistent with a low investment-grade rating. Standard & Poor's expects further progress in the divestment program in 2005, which we would view as a confirmation of TK's determination to reduce financial debt to a level that is consistent with an investment-grade rating. We understand, for example, that the company is in talks with potential investors to divest its residential real estate business. In addition, TK is expected to benefit from further positive developments, with strong steel markets, at least for the first part of 2005. "Further progress in the divestment program would bring the FFO to-net-debt ratio (including pensions) closer to 25%, a level at which it would be expected to remain in order to warrant a 'BBB- ' rating," said Mr. Beroud. Ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com. It can also be found at http://www.standardandpoors.com. Alternatively, call one of the following Standard & Poor's numbers: London Ratings Desk (44) 20-7176-7400; London Press Office Hotline (44) 20-7176- 3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5916; or Moscow (7) 095-783-4017. Members of the media may also contact the European Press Office via e- mail: media_europe@standardandpoors.com. CONTACT: STANDARD AND POOR'S RATING SERVICES Group E-mail Address CorporateFinanceEurope@standardandpoors.com THYSSENKRUPP AG P.O. Box 10 10 10 D-40001 Dusseldorf Phone: +49 211 824 0 Fax: +49 211 824 36000 E-mail: info@thyssenkrupp.com Web site: http://www.thyssenkrupp.com ========= I T A L Y ========= PARMALAT U.S.A.: Deadline for Disputing Citibank's Claim Set ------------------------------------------------------------ In a Consent Order, Judge Drain of the U.S. Bankruptcy Court for the Southern District of New York extends until Jan. 14, 2005, the period by which the Official Committee of Unsecured Creditors appointed in the chapter 11 cases of Parmalat U.S.A. Corporation and its debtor-affiliates can: (i) file an adversary proceeding or contested matter challenging the amount, validity, enforceability, perfection or priority of the rights of Citibank, N.A., London Branch, under and in connection with the Parmalat Receivables Purchase Agreement dated November 2, 2000; or (ii) otherwise assert any claims or causes of action or other rights and defenses against Citibank London. Headquartered in Wallington, New Jersey, Parmalat U.S.A. Corporation -- http://www.parmalatusa.com/-- generates more than EUR7 billion in annual revenue. The Parmalat Group's 40- some brand product line includes milk, yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The company employs over 36,000 workers in 139 plants located in 31 countries on six continents. It filed for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq. and Marcia L. Goldstein, Esq. of Weil Gotshal & Manges LLP represent the Debtors in their restructuring efforts. On June 30, 2003, the Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in debts. (Parmalat Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000) CONTACT: PARMALAT U.S.A. CORPORATION 520 Main Ave. Wallington, NJ 07057 Phone: 973 777 2500 Fax: 973 777 7648 Toll Free: 888 727 6252 Web site: http://www.parmalatusa.com =================== L U X E M B O U R G =================== MILLICOM INTERNATIONAL: Selling Ordinary Shares at US$23.24 Each ---------------------------------------------------------------- Millicom International Cellular S.A. announced on Dec. 1, 2004 that it has priced its offerings of 8 million Ordinary Shares in the form of Swedish Depositary Receipts or Ordinary Shares and US$175 million of convertible bonds convertible into Ordinary Shares and/or SDRs. The Ordinary Shares were priced at US$23.24 per Ordinary Share (SEK156.90 per SDR), Wednesday's closing price on Nasdaq. Payment for and settlement of the Ordinary Shares is expected to occur on December 7, 2004. The Bonds were priced at par and will pay an annual coupon of 4.00%, payable semi-annually in arrear. The conversion price was set at US$34.86 per share, representing a premium of 50% to Wednesday's closing price on NASDAQ. At that conversion price, the Bonds will initially be convertible into an aggregate of approximately 5.02 million Ordinary Shares or SDRs commencing on the date that is 41 days after the issuance date of the Bonds. The conversion price is subject to adjustment in the case of certain dilutive events. Payment for and settlement of the Bonds is expected to occur on Jan. 7, 2005. Millicom will undertake to list the Bonds on the Luxembourg Stock Exchange on that date. The aggregate proceeds of the offerings are expected to be approximately US$361 million (before deducting commissions, concessions and the expenses of the offerings and without giving effect to any exercise of the lead manager's options to purchase additional Ordinary Shares or Bonds). The net proceeds of the offerings will primarily be used by Millicom to fund investment in its existing businesses, including in capital expenditures and license renewals, as well as to potentially increase its stake in any of its existing holdings. Millicom has agreed, subject to certain exceptions, not to sell any further Ordinary Shares and/or SDRs of the Company, or securities convertible into or exchangeable for such Ordinary Shares and/or SDRs, for a period of 120 days. The Bonds, Ordinary Shares and SDRs, including Ordinary Shares or SDRs issuable upon conversion of the Bonds, have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933 or pursuant to an exemption from registration. Stabilisation/FSA This press release has been issued by Millicom International Cellular S.A. and has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by the lead manager of the offering. The lead manager of the offering is acting for Millicom International Cellular S.A. and no one else in connection with the offer of (i) the Ordinary Shares in the form of Ordinary Shares or SDRs and (ii) the Bonds, and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to the proposed offer. CONTACTS: MILLICOM INTERNATIONAL CELLULAR S.A. Luxembourg Marc Beuls President and Chief Executive Officer Phone: +352 27 759 327 Andrew Best Investor Relations Phone: +44 (0) 7798 576378 ===================== N E T H E R L A N D S ===================== ASM INTERNATIONAL: Places US$125 Mln Convertible Notes ------------------------------------------------------ ASM International N.V. (ASMI) (Euronext Amsterdam:ASM) announced Wednesday the private placement of US$125 million of 4.25% convertible subordinated notes due 2011. The notes are convertible into ASMI common shares at a conversion price of US$20.82 per share, which is equivalent to a conversion rate of 48.0307 shares for each US$1,000 principal amount of notes and represents a 35% premium over the closing sale price of ASM International common shares on the Euronext Amsterdam stock exchange on December 1, 2004. Initially, cash will be delivered in lieu of a portion of the common shares to be delivered upon conversion in an amount equal to the principal amount of the notes converted (or, if less, the conversion value). Upon receipt by ASM International of shareholder approval to issue additional common shares, only common shares will be delivered upon conversion of the notes. Prior to the time of shareholder approval, the maximum number of common shares issuable upon conversion of each US$1,000 principal amount of notes in excess of the cash portion will be 34 or, if the initial purchasers' option to purchase additional notes is fully exercised, 28. ASM International has granted the initial purchasers an option to purchase, within 30 days after the date of the initial offering, up to an additional US$25 million principal amount of notes. ASM International intends to use the net proceeds from the sale of the notes to repay its US$115 million outstanding principal amount of 5% Convertible Subordinated Notes due November 2005, either by purchase in the market or at maturity to the extent such notes have not previously been converted or purchased, and for other general corporate purposes. The notes were issued in a private placement for resale by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S under the Securities Act and in reliance on Section 2(1) of the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended. The notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, and applicable state securities laws. The notes may only be offered or sold to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended, and pursuant to and in accordance with the Exemption Regulation pursuant to the Netherlands Act for the Supervision of Securities Trading, as amended. CONTACT: ASM INTERNATIONAL N.V. Robert L. de Bakker Phone: +31 30 2298540 Bilthoven, the Netherlands E-mail: robert.de.bakker@asm.com Mary Jo Dieckhaus Phone: +1 212-986-2900 New York City E-mail: maryjo.dieckhaus@asm.com VERSATEL N.V.: Inks Sponsorship Deal with National Soccer League ---------------------------------------------------------------- Versatel Nederland B.V. signed a long-term sponsorship contract with the KNVB (Royal Netherlands Football Association). Versatel will become, amongst others, sponsor of the Dutch national football team and the exclusive telecommunications partner of the KNVB and its subsidiaries. Both organizations will cooperate up until the European Championship in Switzerland and Austria in 2008. Financial details will not be disclosed. Raj Raithatha, Chief Executive Officer of Versatel, states: "Recently, Versatel has announced the rebranding of its subsidiary Zon per January 1st, 2005 to market its consumer products in The Netherlands under the Versatel brand. This partnership with the KNVB marks a logical step to accelerate brand awareness and to gain access to unique football content. "Additionally, Versatel and the KNVB will jointly develop services for the over 1 million KNVB members and we will offer football content exclusively to our Versatel customers." Henk Kesler, Chief Executive Professional Football KNVB, adds: "We are proud to announce Versatel as our new sponsor. Versatel is a fast-growing, competitive company that has agreed to develop various telecommunications, Internet and interactive services with us. As KNVB we want the best for our members and we are convinced that we have gained a brand in Versatel that will contribute to reaching our goals." Versatel Nederland B.V. is part of Versatel Telecom International N.V. (Euronext: VRSA). Versatel, based in Amsterdam, is a competitive communications network operator and a leading alternative to the former monopoly telecommunications carriers in its target market of The Netherlands, Belgium and Germany. Founded in October 1995, the Company holds full telecommunication licenses in The Netherlands, Belgium and Germany and has over 1 million customers and approximately 1,900 employees. Versatel operates a facilities-based local access broadband network that uses the latest network technologies to provide business and residential customers with high bandwidth voice, data and Internet services. Versatel is a publicly traded company on Euronext Amsterdam under the symbol "VRSA". News and information are available at http://www.versatel.com. CONTACT: VERSATEL N.V. Wouter van de Putte Investor Relations Phone: +31-20-750-2362 E-mail: investor.relations@versatel.nl Anoeska van Leeuwen Corporate Marketing & Communications Phone: +31-20-750-1322 Mobile: + 31 6 54287128 E-mail: anoeska.vanleeuwen@versatel.nl KNVB Frank Huizinga Press Officer Phone: +31 (0) 343 499 224 E-mail: frank.huizinga@knvb.nl VERSATEL N.V.: Offers to Buy Eredivisie Football Pay-TV Rights -------------------------------------------------------------- Versatel Nederland B.V. is participating independently in the tender for the live pay-TV rights of the Dutch Eredivisie football matches (including Ajax, Feyenoord, PSV and the 15 other members of the premier league). Versatel believes that if it is successful in acquiring these exclusive rights, the unique football content would help drive accelerated subscriber growth for its triple play services in The Netherlands, which would be launched for the start of the 2005/2006 season in August 2005. The tender covers, amongst others, the pay TV rights for the next three football seasons and Versatel expects that it will be able to fund the cost of the rights, the production and broadcast of the matches and the accelerated roll-out of triple play services in The Netherlands through its internal cash resources, without the need for outside financing. Versatel Nederland B.V. is part of Versatel Telecom International N.V. (Euronext: VRSA). Versatel, based in Amsterdam, is a competitive communications network operator and a leading alternative to the former monopoly telecommunications carriers in its target market of The Netherlands, Belgium and Germany. Founded in October 1995, the Company holds full telecommunication licenses in The Netherlands, Belgium and Germany and has over 1 million customers and approximately 1,900 employees. Versatel operates a facilities-based local access broadband network that uses the latest network technologies to provide business and residential customers with high bandwidth voice, data and Internet services. Versatel is a publicly traded company on Euronext Amsterdam under the symbol "VRSA". News and information are available at http://www.versatel.com. The Versatel logo is a registered trademark in The Netherlands, Belgium, Luxembourg, Germany and several other European countries. * * * Versatel's net loss for the quarter ended June 30, 2004 was EUR4 million compared with a net loss of EUR12 million in 2Q03 and a net loss of EUR7 million in 1Q04 CONTACT: VERSATEL N.V. Wouter van de Putte Investor Relations Phone: +31-20-750-2362 E-mail: investor.relations@versatel.nl Anoeska van Leeuwen Corporate Marketing & Communications Phone: +31-20-750-1322 Mobile: + 31 6 54287128 E-mail: anoeska.vanleeuwen@versatel.nl =========== R U S S I A =========== AGRO-SERVICE: Hires D. Gilmanov as Insolvency Manager ----------------------------------------------------- The Arbitration Court of Bashkortostan republic has commenced bankruptcy supervision procedure on state-owned enterprise Agro- Service. The case is docketed as A07/25492/04-G-MOG. Mr. D. Gilmanov has been appointed temporary insolvency manager. Creditors may submit their proofs of claim to 452235, Russia, Bashkortostan republic, Kushnarenkovskiy region, Kaltay, Sadovaya Str. 33. CONTACT: AGRO-SERVICE 452230, Russia, Bashkortostan republic, Kushnarenkovo, Bazarnaya Str. 1A Mr. D. Gilmanov Temporary Insolvency Manager 452235, Russia, Bashkortostan republic, Kushnarenkovskiy region, Kaltay, Sadovaya Str. 33 BUILDING INDUSTRY: Undergoes External Management Procedure ---------------------------------------------------------- The Arbitration Court of Krasnoyarsk region has commenced external management bankruptcy procedure on open joint stock company Building Industry. The case is docketed as A33- 16484/03-s4. Mr. N. Rasskazov has been appointed external insolvency manager. CONTACT: BUILDING INDUSTRY 662150, Russia, Krasnoyarsk region, Achinsk, South Prom. Zone, Kvartal 1, Building 10 Mr. N. Rasskazov External Insolvency Manager 662150, Russia, Krasnoyarsk region, Achinsk, South Prom. Zone, Kvartal 1, Building 10 DIMITROV-GRAIN-PRODUCT: Proofs of Claim Deadline Next Week ---------------------------------------------------------- The Arbitration Court of Moscow has commenced bankruptcy supervision procedure on open joint stock company Dimitrov- Grain-Product. The case is docketed as A41-K2-17840/04. Mr. A. Nikolskiy has been appointed temporary insolvency manager. Creditors have until Dec. 8, 2004 to submit their proofs of claim to 107996, Russia, Moscow, Sadovo-Spasskaya Str. 13, Building 2, office 300. A hearing will take place on Feb. 16, 2005. CONTACT: DIMITROV-GRAIN-PRODUCT Russia, Moscow region, Dmitrov, Zheleznodorozhnyj Per. 3 Mr. A. Nikolskiy Temporary Insolvency Manager 107996, Russia, Moscow, Sadovo-Spasskaya Str. 13, Building 2, Office 300 GIPRO-TEKH-SERVICE: Bankruptcy Hearing Resumes Next Year -------------------------------------------------------- The Arbitration Court of Moscow has commenced bankruptcy supervision procedure on limited liability company Gipro-Tekh- Service. The case is docketed as A40-45158/04-71-30 B. Mr. K. Kozhevnikov has been appointed temporary insolvency manager. Creditors have until Dec. 8, 2004 to submit their proofs of claim to 119415, Russia, Moscow, Udaltsova Str., 39, apartment 29. A hearing will take place on Jan. 27, 2005, 10:30 a.m. CONTACT: GIPRO-TEKH-SERVICE 109378, Russia, Moscow, Volgogradskiy Pr. 157, Building 2 Mr. K. Kozhevnikov Temporary Insolvency Manager 119415, Russia, Moscow, Udaltsova Str. 39, Apartment 29 KARGASOKSKIY FISH: Gives Creditors Until January to File Claims --------------------------------------------------------------- The Arbitration Court of Tomsk region has commenced bankruptcy proceedings against Kargasokskiy Fish Breeding Farm after finding the limited liability company insolvent. The case is docketed as A67-4485/04. Mr. S. Edygenov has been appointed insolvency manager. Creditors have until Jan. 8, 2005 to submit their proofs of claim to 634050, Russia, Tomsk, Post User Box 70. CONTACT: KARGASOKSKIY FISH BREEDING FARM Russia, Tomsk region, Kargasok, Uchebnaya Str. 73 Mr. S. Edygenov Insolvency Manager 634050, Russia, Tomsk, Post User Box 70 KRASNOSELSKOYE: Hires S. Piskarev as Insolvency Manager ------------------------------------------------------- The Arbitration Court of Volgograd region has commenced bankruptcy proceedings against Krasnoselskoye after finding the close joint stock company insolvent. The case is docketed as A12-4835/04-s48. Mr. S. Piskarev has been appointed insolvency manager. Creditors have until Jan. 8, 2005 to submit their proofs of claim to 400075, Russia, Volgograd, Krasnopolyanskaya Str. 26, Apartment 3. CONTACT: KRASNOSELSKOYE Russia, Volgograd region, Bykovskiy region, Krasnoselets Mr. S. Piskarev Insolvency Manager 400075, Russia, Volgograd, Krasnopolyanskaya Str. 26, Apartment 3 REM-STROY: Declared Insolvent ----------------------------- The Arbitration Court of Kabardino Balkariya republic has commenced bankruptcy proceedings against Rem-Stroy after finding the open joint stock company insolvent. The case is docketed as A20-3214/02. Mr. B. Kantor has been appointed insolvency manager. Creditors may submit their proofs of claim to 360000, Russia, Kabardino Balkariya republic, Nalchik, Lermontova Str. 54, Room 203. CONTACT: REM-STROY Russia, Kabardino Balkariya republic, Nartkala, Yubileynaya Str. 6 Mr. B. Kantor Insolvency Manager 360000, Russia, Kabardino Balkariya republic, Nalchik, Lermontova Str. 54, Room 203 RUSSIAN-TURKISH GRAIN: Court Schedules Next Hearing February ------------------------------------------------------------ The Arbitration Court of Kirov region has commenced bankruptcy supervision procedure on Russian-Turkish Grain Receiving enterprise (TIN 4334006070). The case is docketed as A28- 199/04-305/10. Mr. A. Malygin has been appointed temporary insolvency manager. Creditors may submit their proofs of claim to 613560, Russia, Kirov region, Urzhumskiy region, R-Turel, Kooperativnaya Str. 100. A hearing will take place at the Arbitration court of Kirov region at Russia, Kirov, Gostinyj Per. 5/1, Room 305 on Feb. 16, 2005, 10:00 a.m. CONTACT: RUSSIAN-TURKISH GRAIN RECEIVING ENTERPRISE 613560, Russia, Kirov region, Urzhumskiy region, R-Turel, Kooperativnaya Str. 100 Mr. A. Malygin Temporary Insolvency Manager 613560, Russia, Kirov region, Urzhumskiy region, R-Turel, Kooperativnaya Str. 100 URVANSKAYA RAY-SEL-KHOZ-TREKHNIKA: Succumbs to Bankruptcy --------------------------------------------------------- The Arbitration Court of Kabardino Balkariya republic has commenced bankruptcy proceedings against Urvanskaya Ray-Sel- Khoz-Trekhnika after finding the open joint stock company insolvent. The case is docketed as A20-3170/02. Mr. B. Kantor has been appointed insolvency manager. CONTACT: URVANSKAYA RAY-SEL-KHOZ-TREKHNIKA Russia, Kabardino Balkariya republic, Urvanskiy region, Nartkala, Zhamborova Str. 54 VESHKAMSKIY ELEVATOR: Insolvency Manager Takes over Operations -------------------------------------------------------------- The Arbitration Court of Ulyanovsk region has commenced bankruptcy supervision procedure on open joint stock company Veshkamskiy Elevator. The case is docketed as A72-8822/04- 17/29-B. Mr. A. Sobitnyuk has been appointed temporary insolvency manager. Creditors have until Dec. 8, 2004 to submit their proofs of claim to 433513, Russia, Ulyanovsk region, Dimitrovograd, Post User Box 968. A hearing will take place on Feb. 10, 2005. CONTACT: VESHKAMSKIY ELEVATOR Russia, Ulyanovsk region, Veshkayma, Elevatornaya Str. 4 Mr. A. Sobitnyuk Temporary Insolvency Manager 433513, Russia, Ulyanovsk region, Dimitrovograd, Post User Box 968 ============= U K R A I N E ============= ENERGOGAZOZABEZPECHENNYA: Under Bankruptcy Supervision ------------------------------------------------------ The Economic Court of Kyiv region commenced bankruptcy supervision procedure on LLC Energogazozabezpechennya (code EDRPOU 31517909) on October 21, 2004. Arbitral manager Mr. Oleg Ribka (License Number AA 779170) has been appointed temporary insolvency manager. The company holds account number 260092800 at JSB Ukrgazbank, MFO 320478. CONTACT: ENERGOGAZOZABEZPECHENNYA 03150, Ukraine, Kyiv region, Velika Vasilivska Str. 62 Mr. Oleg Ribka Temporary Insolvency Manager 03179, Ukraine, Kyiv region, Verhovinna Str. 80/54 Phone: 8 (044) 295-33-33 8 (050) 341-00-55 ECONOMIC COURT OF KYIV REGION 01030, Ukraine, Kyiv region, B. Hmelnitskij Boulevard, 44-B KARPATI: Sets Proofs of Claim Deadline -------------------------------------- The Economic Court of Lviv region has commenced bankruptcy supervision procedure on Karpati (code EDRPOU 01528298). The case is docketed as 6/209-7/77. Arbitral manager Mr. M. Kachur. (License Number AA 719751) has been appointed temporary insolvency manager. The company holds account number 260017122 at JSPPB Aval, MFO 325570 and account number 26005471028001 at bank Ukraine, MFO 325644. Creditors have until December 4, 2004 to submit their proofs of claim to: (a) KARPATI Ukraine, Lviv region, Skolivskij district, Verhnye Sinyovidne, S. Striltsiv Str. (b) Mr. Kachur M. Temporary Insolvency Manager Ukraine, Lviv region, Butsmanuk Str. 92b/2 LADMET: Court Brings in Temporary Insolvency Manager ---------------------------------------------------- The Economic Court of Lviv region commenced bankruptcy supervision procedure on Ladmet (code EDRPOU 05480341). The case is docketed as 6/193-4/104. Arbitral manager Mr. T. Chabanovich (License Number AA 484206) has been appointed temporary insolvency manager. The company holds account number 2600514080001 at Bank Universalnij, MFO 325707. Creditors have until December 4, 2004 to submit their proofs of claim to: (a) LADMET 79056, Ukraine, Lviv region, Plastov Str. 11a (b) Mr. T. Chabanovich Temporary Insolvency Manager Ukraine, Lviv region, Pustomitivskij district, Yampil POBUTPLASTMAS: Gives Creditors Until Tomorrow to Prove Claims ------------------------------------------------------------- The Economic Court of Zaporizhya region commenced bankruptcy proceedings against Pobutplastmas (code EDRPOU 02970079) on September 29, 2004 after finding the limited liability company insolvent. Arbitral manager Mr. Vasiltsov Sergij (License Number AA 140487) has been appointed liquidator/insolvency manager. The company holds account number 26007330022070 at JSCB Ukrsocbank, Berdyansk branch, MFO 313452. Creditors have until December 4, 2004 to submit their proofs of claim to: (a) POBUTPLASTMAS Ukraine, Zaporizhya region, Berdyansk, Shevchenko Str. 71 (b) Mr. Vasiltsov Sergij Liquidator/Insolvency Manager 71100, Ukraine, Zaporizhya region Berdyansk, Pratsi Avenue, 33/55, office 407 Phone: (06153) 7-18-00 (c) ECONOMIC COURT OF ZAPORIZHYA REGION 69001, Ukraine, Zaporizhya region, Shaumyana Str. 4 SHIRETSKIJ SKLOPRILAD: Bankruptcy Supervision Begins ---------------------------------------------------- The Economic Court of Lviv region commenced bankruptcy supervision procedure on OJSC Shiretskij Plant Skloprilad (code EDRPOU 00227005). The case is docketed as 6/338-29/276. Mr. Andrij Sibal (License Number AA 485266) has been appointed temporary insolvency manager. CONTACT: SHIRETSKIJ SKLOPRILAD 81100, Ukraine, Lviv region, Pustomiti, Ostrivska Str. 32 Mr. Andrij Sibal Temporary Insolvency Manager 79000, Ukraine, Lviv region, P. Doroshenko Str. 61/5 ECONOMIC COURT OF LVIV REGION 79010, Ukraine, Lviv region, Lichakivska Str. 81 STYLE HOLDING: Insolvency Manager to Temporarily Run Business ------------------------------------------------------------- The Economic Court of Kyiv region commenced bankruptcy proceedings against Style Holding on October 12, 2004 after finding the company insolvent. The case is docketed as 15/151- b. Arbitral manager Mr. Zanko Mikola (License Number AA 249798) has been appointed liquidator/insolvency manager. The company holds account number 26001301275844 at Prominvestbank, Harkiv branch in Kyiv region, MFO 322205. CONTACT: STYLE HOLDING 01133, Ukraine, Kyiv region I. Kudrya Str. 34 ECONOMIC COURT OF KYIV REGION 01030, Ukraine, Kyiv region, B. Hmelnitskij Boulevard, 44-B SUMI' AUTO 15928: Claims Deadline Expires Weekend ------------------------------------------------- The Economic Court of Sumi region commenced bankruptcy supervision procedure on OJSC Sumi' Auto Transport Enterprise 15928 (code EDRPOU 01528068) on September 17, 2004. The case is docketed as 6/108-04. Mr. Sergij Lisenko (License Number AA 249568) has been appointed temporary insolvency manager. The company holds account number 26043309702080 at Prominvestbank, Sumi regional branch, MFO 337278. Creditors have until December 4, 2004 to submit their proofs of claim to: (a) SUMI' AUTO TRANSPORT ENTERPRISE 15928 40009, Ukraine, Sumi region, Bilopilskij shlyah, 26 (b) Mr. Sergij Lisenko Temporary Insolvency Manager Ukraine, Sumi region, Petropavlovska Str. 70 Phone: (0542) 21-35-96 (c) ECONOMIC COURT OF SUMI REGION 40477, Ukraine, Sumi region Ribalko Str. 2 TSIKLON: Lviv Court Opens Bankruptcy Proceedings ------------------------------------------------ The Economic Court of Lviv region commenced bankruptcy proceedings against LLC Tsiklon (code EDRPOU 23270021) after finding the limited liability company insolvent. The case is docketed as 6/305-29/266. Mr. Andrij Sibal (License Number AA 485266) has been appointed liquidator/insolvency manager. CONTACT: TSIKLON Ukraine, Lviv region, Kavaleridze Str. 8/203 Mr. Andrij Sibal Liquidator/Insolvency Manager 79000, Ukraine, Lviv region P. Doroshenko Str. 61/5 ECONOMIC COURT OF LVIV REGION 79010, Ukraine, Lviv region, Lichakivska Str. 81 ZAHID-METAL: Files for Bankruptcy --------------------------------- The Economic Court of Lviv region commenced bankruptcy proceedings against Zahid-Metal (code EDRPOU 30887526) after finding the limited liability company insolvent. The case is docketed as 6/372-4/279. Mr. Andrij Sibal (License Number AA 485266) has been appointed liquidator/insolvency manager. CONTACT: ZAHID-METAL Ukraine, Lviv region, Pustomiti district, Pidberiztsi, Polyova Str. 1 Mr. Andrij Sibal Liquidator/Insolvency Manager 79000, Ukraine, Lviv region, P. Doroshenko Str. 61/5 ECONOMIC COURT OF LVIV REGION 79010, Ukraine, Lviv region, Lichakivska Str. 81 =========================== U N I T E D K I N G D O M =========================== AUCTIONWORLD LIMITED: Calls in Administrators from PKF ------------------------------------------------------ Tele-shopping channel AuctionWorld Limited has gone into administration after incurring around EUR14 million in debts, Accountancy Age says. Philip Long and Brian Hamblin of PKF accountants and business advisors have been named administrators and are currently investigating the group's accounts. The administrators would post advice and information on the group's Web site after wrapping up their probe. After being stormed with unprecedented number of overpricing complaints, the Office of Communications (Ofcom) fined Auctionworld GBP450,000. The channel stopped trading on November 19. AuctionWorld, a cable and satellite TV shopping channel, offers on-air bidding for high-end products including diamonds, jewelry, plasma televisions, cameras, computers and collectible items. Hertfordshire-based AuctionWorld also has offices and a warehouse in Waltham Cross and two studios in Teddington. The group employs 300 and operates two channels on the Sky network: Channel 651, which is AuctionWorld and Channel 666 called "Chase It." CONTACT: AUCTION-WORLD.TV Unit 7 i/o Centre Lea Road Waltham Cross Hertfordshire EN9 1AS Web site: http://www.auction-world.tv PKF E-mail: auctionworld@uk.pkf.com Web site: http://www.pkf.co.uk Frances Dukeson Phone: 0207 065 0376 Christiane Morris Phone: 0207 065 0141 BETAPOWER LIMITED: Hires Liquidator from Harrisons -------------------------------------------------- At the extraordinary general meeting of the members of the Betapower Limited on Nov. 22, 2004 held at 4 St Giles Court, Southampton Street, Reading RG1 2QL, the special resolution to wind up the company was passed. P. R. Boyle of Harrisons, 4 St Giles Court, Southampton Street, Reading RG1 2QL has been appointed liquidator for the purpose of winding-up the Company. CONTACT: HARRISONS 4 St Giles Court, Southampton Street, Reading RG1 2QL Phone: 0118 951 0798 Fax: 0118 939 4409 E-mail: info@harrisons.uk.com Web site: http://www.harrisons.uk.com BIG FOOD: 'BB' Rating Under Review for Possible Downgrade --------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB' long-term corporate credit ratings on U.K.-based food retailer The Big Food Group PLC and related entities on CreditWatch with negative implications, due to concerns about the potential increase in debt levels that might arise from the proposed takeover by Iceland-based Baugur Group hf (Baugur). At Sept. 17, 2004, estimated lease - and pension-adjusted net debt was GBP875 million ($1.65 billion). The CreditWatch placement follows the announcement by Big Food that Baugur and its investment partners have substantially completed their due diligence. Big Food's board has confirmed it would recommend a potential takeover offer price of 95 pence per share. The offer, which has to be made by Dec. 17, 2004, is subject to unspecified terms and conditions, and may not materialize. "In our opinion, although the financing for the proposed offer has not been disclosed, the announcement raises the prospect that more debt might be injected into the group's existing capital structure in the near term," said Standard & Poor's credit analyst Omar Saeed. "At present, Standard & Poor's views Big Food's financial profile as unable to sustain any further increase in indebtedness at the current rating level," he added. Estimated lease-adjusted funds from operations (after cash exceptional costs) to net debt (capitalized for operating leases and pension deficits) -- of about 20% for the 12 months ended Sept. 17, 2004 -- are just in line with Standard & Poor's expectations for the 'BB' ratings. Standard & Poor's will continue to monitor the situation closely and will update the market when further information is provided. The ratings continue to reflect Big Food's weakened business profile, primarily due to the continuing underperformance of its core retail and cash-and-carry businesses. The ratings also reflect the increased level of competition and consolidation within the U.K.'s food retail market and the group's profitability, which is below par compared with peers. Ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com. It can also be found at http://www.standardandpoors.com. Alternatively, call one of the following Standard & Poor's numbers: London Ratings Desk (44) 20-7176-7400; London Press Office Hotline (44) 20-7176- 3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5916; or Moscow (7) 095-783-4017. Members of the media may also contact the European Press Office via e- mail: media_europe@standardandpoors.com. CONTACT: STANDARD AND POOR'S RATING SERVICES Group E-mail Address CorporateFinanceEurope@standardandpoors.com THE BIG FOOD GROUP PLC Second Avenue, Deeside Industrial Park Deeside Flintshire CH5 2NW Phone: +44 (0) 1244 830100 Web site: http://www.thebigfoodgroup.co.uk BOOTH & BIDDICK: Hires KPMG as Liquidator ----------------------------------------- At the extraordinary general meeting of the Booth & Biddick Limited on Nov. 18, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie BRITISH ENERGY: Calls Shareholders Meeting ------------------------------------------ In a petition presented to the Court of Session at the instance of British Energy Plc, a company incorporated under the Companies Act and having its Registered Office at 3 Redwood Crescent, Peel Park, East Kilbride, Lanarkshire, for sanction for a scheme of arrangement Nov. 29, 2004 under Section 425 of the Companies Act 1985 between the Company and holders of Scheme Shares (as defined in the Members' Scheme), confirmations of reduction of capital and re-registration as a private limited company, by virtue of an Order made by Lord Eassie dated November 9, 2004 the Court ordered that meetings of the under- mentioned holders of the several classes of shares in the capital of the Company be convened for the purposes of considering and, if thought fit, approving (with or without modification) the Members' Scheme. Notice is hereby given that, as authorized by the said Order, the directors of the Company have fixed the respective meetings to be held at Murrayfield Stadium Conference Center, Edinburgh EH12 5PJ at the under-mentioned times, at which place and respective times the relevant members of the Company are requested to attend the appropriate meetings: (a) Meeting of the holders of ordinary shares of 44 28/43p each share capital of the Company: 10:30 a.m. on December 22, 2004; and (b) Meeting of the holders of A shares of 60p each share capital of the Company: 11:30 a.m.[1] on December 22, 2004. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - [1] Or so soon thereafter as the preceding meeting shall have concluded or been adjourned. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Any member of the Company who is entitled to attend and vote at one or more of the meetings may vote in person or they may appoint another person, whether a member of the Company or not, as their proxy to attend or vote in their place. Forms of proxy for use at the respective meetings are being circulated to members of the Company and copies of the forms of proxy can be obtained by contacting the registrars of the Company, Lloyds TSB Registrars, SEA 9411, The Causeway, Worthing BN99 6ED or by contacting the Company helpline on freephone 0800 035 0844 (or if calling form outside the U.K. +44 (0) 1295 225 285 (calls charge at applicable rates)), Monday to Friday 9:00 a.m. to 5:00 p.m. (U.K. time) In the case of joint holders, the vote of a senior who tenders the vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determine by the order of which name stand in the register of the members of the Company in respect of joint holding. It is requested that forms appointing proxies be lodged with the registrars of the Company, Lloyds TSB Registrars, SEA 9411, The Causeway, Worthing BN99 6ED not later than 48 hours before the time appointed for the relevant meeting, but if forms are not so lodged they may be handed to the chairman of the relevant meeting. Only those shareholders registered in the register of the members of the Company as at 6:00 p.m. on December 20, 2004 or, in the event that the relevant meeting is adjourned, in the register of members 48 hours before the time appointed for the adjourned meeting shall be entitled to vote in respect of the number of shares registered in their name at the relevant time. Changes to entries in the relevant register of members after 6:00 p.m. on December 20, 2004 or, in the event the relevant meeting is adjourned, in the register of members 48 hours before the meeting appointed for the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the relevant meeting. A copy of the aforementioned Members' Scheme together with a copy of the statement explaining the effect thereof is being issued to all members of the Company. Further copies of the Members' Scheme and the statement explaining the effect thereof can be obtained by the Members of the Company by contacting the Company attention of the Company Secretary, 3 Redwood Crescent, Peel Park, East Kilbride, Lanarkshire; or by contacting the Company helpline on freephone 0800 035 0844 (or if calling form outside the U.K. +44 (0) 1295 225 285 (calls charge at applicable rates)), Monday to Friday 9:00 a.m. to 5:00 p.m. (U.K. time) By said Order of the Lord Eassie dated November 9, 2004, the Court has authorized the said meetings to appoint Adrian Montague, chairman of the Company or, failing him, Clare Spottiswoode, a director of the Company to act as chairman of the aforementioned meetings and has directed the chairman to report the results of the meetings to the Court. MacRoberts, Solicitors Agent for British Energy Plc CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 MACROBERTS SOLICITORS Excel House 30 Semple Street Edinburgh EH3 8BL Phone: +44 (0)131 229 5046 Fax: +44 (0)131 229 0849 Web site: http://www.macroberts.com BRITISH ENERGY: Lenders to Get More than 95% of Reorganized Firm ---------------------------------------------------------------- Summary of the Restructuring Creditors The key features of the Restructuring are: (a) Creditors (other than BNFL) have agreed to extinguish their unsecured claims against the Group in exchange for GBP275 million of New Bonds to be issued by Holdings Plc and at least 97.5% of the New Shares to be issued by New British Energy. Appendix 1 to this announcement contains details of the agreed allocations of the New Bonds and New Shares to these Creditors, which have been extracted without material adjustment from the Creditors' Scheme Circular; (b) NLF will fund the New British Energy Group's qualifying uncontracted nuclear liabilities and qualifying costs of decommissioning the Group's nuclear power stations. The Secretary of State will fund qualifying decommissioning costs and qualifying uncontracted liabilities to the extent they exceed the assets of the NLF, as well as, subject to certain limitations, qualifying contracted liabilities for historic spent fuel; (c) in consideration for the assumption of the nuclear liabilities and decommissioning costs referred to above, Holdings Plc will issue GBP275 million of New Bonds to the NLF and will also make further annual periodic payments to The NLF, including the NLF Cash Sweep Payment; (d) the Eggborough Banks as lenders and swap providers with security over the Eggborough Station and the shares of EPL, have agreed to replace their existing secured claims with the right to receive payments under the Amended Credit Agreement equivalent to those payable to holders of GBP150 million of New Bonds (including interest and capital). In addition, they will have an option to acquire the shares in, or assets of, EPL on March 31, 2010 or, prior to August 31, 2009, on or after the occurrence of an event of default that is continuing under the Amended Credit Agreement. The Eggborough Banks will also be repaid GBP37.5 million pursuant to the RBS Letter of Credit; and (e) the BNFL contracts for front-end and back-end related fuel services to the Group's AGR stations have been amended, amongst other things, in order to link certain elements of payments under those contracts to wholesale electricity prices. Appendix can be viewed at http://bankrupt.com/misc/britishenergy_appendix.htm. CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: Reveals New Shares Allocation for Members --------------------------------------------------------- Shareholder Allocation In addition, if the Restructuring is completed, New British Energy will issue a mix of New Shares and Warrants to Shareholders on these basis: (a) if the Members' Scheme is approved by Shareholders and it becomes effective, Shareholders will receive New Shares representing 2.5% of the issued share capital of New British Energy immediately following implementation of the Restructuring and Warrants entitling them to subscribe for New Shares equal to 5% of New British Energy's thereby diluted share capital immediately following completion of the Restructuring (excluding the impact of the Employee Options and conversion of the NLF Cash Sweep Payment); (b) if the Members' Scheme is not approved by Shareholders (or it otherwise Lapses) but Ordinary Shareholders approve the Disposal, then Shareholders will not receive any New Shares but will receive Warrants entitling them to subscribe for New Shares equal to 5% of New British Energy's thereby diluted share capital immediately following completion of the Restructuring (excluding the impact of the Employee Options and conversion of the NLF Cash Sweep Payment); and (c) if Shareholders do not vote in favor of the Members' Scheme (or it otherwise Lapses) and Ordinary Shareholder approval in respect of the Disposal is not obtained, Shareholders will receive no New Shares or Warrants. (d) A summary of the allocations of New Shares and New Warrants is attached at Appendix 1 of the announcement. A more detailed description of the Restructuring is contained in Part VI of the Prospectus: "Further information relating to the Restructuring." Appendix can be viewed at http://bankrupt.com/misc/britishenergy_appendix.htm. CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: To Create New Subsidiary While Restructuring ------------------------------------------------------------ Implementation of the Restructuring The Restructuring entails, amongst other things, a debt for equity and debt swap involving the creation of two new holding companies, New British Energy and its subsidiary, Holdings Plc. British Energy, New British Energy and Holdings Plc will have the same directors. New British Energy will issue New Shares and Warrants, and Holdings Plc will issue New Bonds. Creditors' claims The Bondholders and RBS will compromise their claims through Creditors' Scheme. To become Effective, the Creditors' Scheme must be approved by a majority in number of the relevant creditors representing three-fourths in value of such creditors' claims (in each case of those creditors present and voting). The Creditors' Scheme must then receive the sanction of the Court and the Court order sanctioning the Creditors' Scheme must be filed with the Scottish Registrar. The Significant Creditors will extinguish all, and the Eggborough Banks will extinguish part, of their existing claims against the British Energy Group pursuant to the various arrangements under the Creditor Restructuring Agreement and related documents. Members' Scheme In order to implement the Restructuring, it is proposed that we will become a wholly owned subsidiary of New British Energy by means of the Members' Scheme. The Members' Scheme requires the approval of the Ordinary Shareholders and A Shareholders and must thereafter be sanctioned by the Court. What Shareholders will Receive Members' Scheme If the Members' Scheme is approved by the requisite majorities of Shareholders and becomes Effective, subject to certain restrictions relating to overseas Shareholders, Shareholders will be entitled to receive: for every 50 Ordinary Shares 1.0 New Share and 2.1 Warrants for every 50 A Shares 1.0 New Share and 2.1 Warrants in respect of British Energy Shares held at the Scheme Record Time. Each Shareholder will receive New Shares and Warrants under the Members' Scheme only if he or she elects to do so by completing the relevant Form(s) of Election or, in the case of the Warrants only, such Shareholder is deemed to have elected to receive such Warrants. If a Shareholder does not make a valid Shareholder Election or Deemed Election, the relevant New Shares and Warrants will be sold in the market at the best price reasonably obtainable in the market and the net proceeds (if any) will be remitted to the relevant Shareholder. In considering whether to make a Shareholder Election, Shareholders should bear in mind the expense involved in transactions in small numbers of securities. It is generally the case that stockbrokers' minimum commissions are around GBP10 to GBP25. CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: Details Financial Effects of Possible Disposal -------------------------------------------------------------- Disposal If the Members' Scheme is not approved, then we intend to implement the Restructuring by means of the Disposal. The Disposal involves the sale of our Business to Holdings Plc in accordance with the terms of the Business Transfer Agreement. In return, Holdings Plc will perform all of our obligations and will discharge all of our liabilities. The Restructuring is not conditional on Shareholder approval. Therefore, if the Members' Scheme or the Disposal is not approved, we are required, under the Creditor Restructuring Agreement, to proceed with the Disposal without the approval of Ordinary Shareholders. In this case, however, Shareholders will not receive any New Shares or Warrants. Differences between Members' Scheme and Disposal Implementation of the Restructuring through the Members' Scheme may provide certain tax benefits to the Group, avoids the need to transfer our Business to Holdings Plc and avoids the need to maintain the Company as a shell company after the Disposal and pending dissolution. For this reason, if Shareholders approve the Members' Scheme and it becomes Effective they will receive both New Shares and Warrants as described above. If the Members' Scheme is not approved by Shareholders and we have to implement the Restructuring through the Disposal, the risk of disruption which may result from the need to transfer all of our Business to Holdings Plc, the loss of potential tax benefits and the costs involved in administering the Company after the Disposal has been effected make this option less attractive. Accordingly, if Shareholders do not approve the Members' Scheme but pass the Disposal Resolution at the Extraordinary General Meeting and the Restructuring is completed, they will receive only the Warrants. If we proceed with the Disposal, Shareholders will remain holders of British Energy Shares but we will cease to beneficially own any assets (including shares in subsidiary companies), as these will have been transferred to Holdings Plc. The British Energy Shares will, therefore, be unlisted shares in an empty shell company with no value. In due course British Energy would be wound up or struck off the register of companies on a solvent basis and there will be no further return to Shareholders. What Shareholders will Receive Disposal with Ordinary Shareholder approval If the Members' Scheme is not approved by the requisite majorities of Shareholders, is not sanctioned by the Court or otherwise Lapses, but the Disposal Resolution is approved at the EGM then following completion of the Restructuring, Shareholders will, subject to certain restrictions relating to overseas Shareholders, be entitled to receive: for every 50 Ordinary Shares 2.1 Warrants for every 50 A Shares 2.1 Warrants in respect of British Energy Shares held at the Disposal Record Time. Each Shareholder will receive Warrants under the Disposal only if he or she elects to do so by completing the relevant Form(s) of Election or such Shareholder is deemed to have elected to receive such Warrants. In the event that a Shareholder does not make a valid Shareholder Election or Deemed Election, the relevant Warrants will be sold in the market at the best price reasonably obtainable in the market and the net proceeds (if any) will be remitted to the relevant Shareholder. In considering whether to make a Shareholder Election, Shareholders should bear in mind the expense involved in transactions in small numbers of securities. It is generally the case that stockbrokers' minimum commissions are around GBP10 to GBP25. The terms and conditions of the Warrants are set out in Part VIII of the Prospectus: "Conditions of the Warrants." Disposal without Ordinary Shareholder approval If the Members' Scheme is not approved by the requisite majorities of Shareholders, is not sanctioned by the Court or otherwise Lapses and the Disposal is not approved at the EGM, then Shareholders will not receive any New Shares or Warrants. There are a number of risks related to ownership of the New Shares and Warrants. Part II of the Prospectus: "Risk factors" contains further detail in relation to such risks. Financial Effects of the Disposal Under the terms of the Disposal, Holdings Plc will acquire all of our Business in exchange for agreeing to assume all of our liabilities. As at August 30, 2004, Holdings Plc had net assets of GBP50,000. Holdings Plc did not trade prior to that date and therefore has no previous earnings. As at 30 June 2004, we had total assets of GBP2,559 million and total liabilities of GBP5,840 million. In the three-month period ended 30 June 2004, we had a loss after tax and exceptional items of GBP115 million. Following the Disposal we would have no assets and our liabilities will be covered by the indemnity from Holdings Plc. Shareholders should not rely on this summary information and should read the Members' Scheme Circular and the accompanying Prospectus. The net asset information for Holdings Plc has been extracted without adjustment from the Accountants' Report set out in Section 4 of Part IV of the Prospectus: "Financial information," and the figures relating to our total assets, total liabilities, and loss after tax and exceptional items have been extracted without material adjustment from our results for the three months ended June 30, 2004 which are set out in Section 2 of Part IV of the Prospectus: "Financial information." CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: Warns of Future Financial, Trading Difficulties --------------------------------------------------------------- Trading At the time of the announcement of the outline terms of our Restructuring on November 28, 2002, the wholesale market price for electricity had been GBP17.0 per MWh for delivery in 2003/04 whilst average unit operating costs (including those relating to the Eggborough Station) for the six months ending September 30, 2002 were approximately GBP19.9 per MWh. In short, as a result of our high fixed cost base (particularly the costs associated with our fuel) on a per MWh basis, our costs of producing electricity were exceeding our achieved selling price. We entered into the agreements with Creditors and the Secretary of State in October 2003 in order to avoid administration in circumstances where no other viable option was available to the Group. The agreements provide the best that we could negotiate for Shareholders at the time. We believe the only alternative would have been for us to take appropriate insolvency proceedings under which any distribution to Shareholders would have been highly unlikely. At the time of the announcement of the formal terms of the Restructuring on October 1, 2003 we had contracted to sell our electricity for the remainder of that financial year at what we also estimated at that time would be an average price of GBP17.1 per MWh. At that time, we had entered into fixed price contracts for summer 2004 and winter 2004/2005 in relation to approximately 50% of our output for 2004/05 at an average price of GBP18.3 per MWh and altogether had contracts to sell approximately 90% of our output for that period. Taken together with the partial hedge provided by the new BNFL contracts (assuming the market price could fall below GBP21.0 per MWh), this meant we would only be 8% exposed to fluctuations in the wholesale electricity price. The prevailing market price at the time had been GBP21.6 per MWh for 2004/05. The wholesale market price for electricity has increased significantly compared to the price at the time that the Restructuring was announced. This increase in the wholesale price for electricity, together with key elements of the Restructuring, details of which are set out in summary in the bullet points on the second half of page 9 and on page 10 of the Prospectus (and which are dealt with more fully in Part VI of the Prospectus: "Further information relating to the Restructuring") mean that the outlook for the Group has improved since the announcement made on November 28, 2002, although this has been offset by declines in output. Current, Financial and Trading Prospects of the Group Nuclear output was 15 TWh (a 67% load factor) for the three- month period ended June 30, 2004, 28.7 TWh (a 68% load factor) for the six-month period ended 30 September 2004 and 33.1 TWh (a 67% load factor) for the seven-month period ended 31 October 2004. The U.K. nuclear output for the equivalent periods in 2003 was 17.0 TWh (an 82% load factor), 33.3 TWh (a 79% load factor) and 37.9 TWh (a 77% load factor). The reduction on the previous year, and in the second quarter of this year compared to the first quarter, has been primarily due to unplanned outages. During the three-month period ended 30 June 2004 and the six- month period ended September 30, 2004, investment expenditure on plant projects, major repairs and strategic spares across the whole Group, including incremental costs associated with PIP, totaled GBP32 million and GBP64 million respectively of which we estimate that GBP17 million and GBP32 million respectively may have been capitalized, with the main projects in the period including replacement of cast iron pipework, fuel route improvements and the implementation of the work management program. As a result of the FRS 11 impairment review in the financial year ended March 31, 2003, all expenditure of a capital nature has been expensed and will continue to be expensed until such time as it is possible to demonstrate that it results in an enhancement to the carrying value of fixed assets. As indicated above, we had already contracted to sell much of our planned nuclear output for the current year during the previous financial year and have had to buy back power. Therefore we have not seen the full benefit of the recent rises in electricity prices. These factors, as well as increased pension costs and an increased depreciation charge related to the impairment reversal made in March 2004, have had a significant adverse impact on our profitability and cash flow. In view of the recent unplanned outages and the delayed return to service of our Hartlepool and Heysham 1 power stations, the Directors consider that the outlook for the Company's financial and trading prospects for the remainder of the financial year will be challenging. The principal factors affecting the financial and trading prospects of the Group for the current financial year are: output, nuclear unit cash costs, sales, PIP, and cash and liquidity. Following the unplanned outage at Heysham 1 in early 2004, as a result of cast iron pipework failure, we reviewed the implications for further cast iron pipework replacement at our other nuclear power stations and, accordingly, on March 19, 2004 we announced that our indicative target for nuclear output for 2004/2005 was reduced from 67 TWh to 64.5 TWh. We have suffered a number of unplanned outages since that date and following the evaluation of structural inspections carried out during a statutory outage at Hartlepool, we decided that further work was required to demonstrate the integrity of certain boilers. On July 30, 2004, we announced that we had revised our target nuclear output for 2004/2005 to around 61.5 TWh. However, following discussions with the NII concerning our program of works at Hartlepool and Heysham 1, we currently expect that Hartlepool and Heysham 1 will not return to service until later this calendar year and consequently we expect nuclear output of 59.5 TWh in the financial year ending March 31, 2005 (as we announced on 18 November 2004). Based on New British Energy's business plans, we further expect the average annual nuclear output over the next 3 financial years (including this financial year) to be approximately 61.8 TWh. Subject always to its continuing obligations as a listed company, New British Energy proposes to publish information regarding the Group's output on a quarterly basis at the same time as it publish the results for that quarter (rather than on a monthly basis) and it does not propose to make further forward-looking statements regarding the Group's proposed annual output during a financial year. Based on an average annual nuclear output over the next 3 financial years of approximately 61.8 TWh, our average nuclear unit cash costs are projected to be GBP19.1 per MWh at current price levels. These costs have increased since the October 2003 announcement as a result of the reduction in output, the higher level of projected investment and the costs of PIP referred to below, the increase in electricity prices and inflation. The rise in electricity prices impacts our nuclear unit cash costs because under the new arrangements for back-end fuel services we are now making additional payments to BNFL. This will continue for so long as electricity prices remain above GBP16.0 per MWh (in 2002/2003 monetary values and indexed to RPI). As of November 22, 2004 contracts were in place covering virtually all of the planned output for the financial year ending March 31, 2005, of which nearly all are at fixed prices. The average price for these fixed price contracts is GBP21.0 per MWh. For 2005/2006, contracts are in place for approximately two-thirds of planned generation, with approximately half of these being at fixed prices at an average price of approximately GBP25 per MWh. The market price for forward baseload contracts has continued to rise and the wholesale price for annual contracts with delivery in 2005/2006 has risen from around GBP24.5 per MWh at the end of March 2004 to over GBP30.0 per MWh by November 22, 2004, an increase of some 20%. Whilst there is no guarantee that these prices will continue to prevail they are comfortably above our estimates of average nuclear unit cash costs. In August 2003 we brought together a team within British Energy and engaged a consortium of experienced external consultants, to design and implement a far-reaching performance improvement program (PIP). By putting in place and implementing this program, which in essence involves investing in our people, processes and plant, we are aiming to increase the degree of reliability of our nuclear generating assets. However, because of the program's wide ranging nature and the time and costs involved in implementing it, we do not expect to see the benefits of the hoped for improvement in operational reliability in the current or next financial year. AGR power stations are unique to the U.K. and were built in the 1970s and 1980s by different design consortia to different design specifications. Accordingly, there can be no assurance that the improvement in reliability achieved in other nuclear power station improvement programs, upon which PIP is based and which have been undertaken on newer fleets of nuclear power stations based on non-AGR technology, will be capable of being achieved in respect of our AGR power stations. Based on our current expectations of future electricity prices and output, and therefore our financial resources, we believe that the annual investment in plant projects, major repairs and strategic spares across the whole New British Energy Group, which includes incremental annual PIP expenditure of GBP70 million to GBP120 million, will be in the range of GBP200 million to GBP250 million in each of the two years ending March 31, 2006 and 2007. This compares with the range of capital expenditure of GBP85 million to GBP90 million announced in October 2003, which did not include any PIP expenditure, nor the costs of major repairs and strategic spares. This financial year, based on the financial resources we expect to have available to us, this investment will be in the range of GBP140 million to GBP170 million including incremental PIP expenditure of approximately GBP20 million. If our financial resources are otherwise required due to unforeseen outages or changes to electricity prices and collateral requirements, we may be required to adjust our investment plans accordingly. On June 30, 2004, net debt was GBP382 million with gross debt standing at GBP883 million. We had cash and liquid resources of GBP501m of which GBP321m was deposited as collateral in support of our trading activities. At October 31, 2004, the amounts were GBP450 million and GBP332 million respectively. We also entered into a receivables facility agreement on August 25, 2004 to provide additional liquidity and we have agreed to defer amounts due to certain suppliers in order to better match the profile of monthly expenditure with the receipt of income from the sale of electricity. A more detailed description of the Group's current trading and prospects is set out in Part III of the Prospectus: "Operating and financial review and prospects." Financial information relating to the Group and a pro forma net asset statement for the New British Energy Group are set out in Part IV of the Prospectus: "Financial information" and Part V: "Unaudited pro forma financial information" respectively. Shareholders should not rely on this summary information and should read the entire Members' Scheme Circular and accompanying Prospectus. Our cash and sales figures have been extracted without material adjustment from our underlying accounting and sales records used in the preparation of the financial information in Part IV of the Prospectus: "Financial information" and the information relating to PIP has been extracted from our own internal records regarding how we allocate our expenditure. CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: Rules out Dividend Until 2007 --------------------------------------------- The board of New British Energy intends to distribute to shareholders as much of New British Energy's available cash flow as prudently possible, but not until operational requirements of the business permit. In addition, under the terms of the Restructuring, there are certain restrictions on, or factors affecting, the board's ability to pay dividends including: (a) New British Energy is required to fund cash reserves out of its net cash flow in order to support the New British Energy Group's collateral and liquidity requirements post- Restructuring. The initial target amount for the cash Reserves is GBP490 million plus the amount by which cash employed as collateral exceeds GBP200 million. Prior to paying any dividends, New British Energy's cash needs to equal or exceed the Target Amount and certain other amounts specified in the Contribution Agreement; (b) the terms of the Contribution Agreement also require that once the cash reserve is funded to the Target Amount, New British Energy must make the NLF Cash Sweep Payment. Initially this is 65% of the New British Energy Group's adjusted net cash flow (calculated on the basis set out in the summary of the Contribution Agreement in paragraph 17.2(e) of Part X of the Prospectus: "Additional information"). This percentage may be adjusted for certain corporate actions but may never exceed 65%. The requirement to make the NLF Cash Sweep Payment will greatly reduce the amount of cash that would otherwise be available for distribution to Shareholders. In addition, New British Energy may not pay any dividends without making an additional payment to the NLF if the result of paying such dividend would be that the aggregate amount of dividends paid to shareholders in the period following the Restructuring would exceed the aggregate of New British Energy's annual adjusted net cash flow in such period less the aggregate NLF Cash Sweep Payments payable in such period; (c) the terms of the New Bonds contain certain covenants (which are described in detail in Part VII of the Prospectus: "Terms and conditions of the New Bonds"), including a restriction that allows New British Energy to pay a dividend only if the Target Amount is met and no event of default has occurred; and (d) New British Energy must have distributable reserves. As a result of these restrictions and after making a prudent allowance for collateral requirements the directors of New British Energy consider that the earliest period for which a dividend may be declared is the financial year ending 2007. A further description of New British Energy's dividend policy is set out in Part III of the Prospectus: "Operating and financial review and prospects." CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 BRITISH ENERGY: Asks to Extend Creditors' Scheme Long Stop Date --------------------------------------------------------------- Completion of the Restructuring is subject to a number of important conditions, including the Initial Conditions, the Filing Conditions and the Restructuring Condition. Admission is also conditional upon the Restructuring being implemented. In addition to these conditions, the Restructuring will not be implemented if either of the Creditor Restructuring Agreement or the Government Restructuring Agreement is terminated in accordance with its terms. Both the Creditor Restructuring Agreement and the Government Restructuring Agreement will terminate if, amongst other things, British Energy receives a valid notice from the relevant parties terminating the agreement on the basis that there is a continuing Material Adverse Change. In such circumstances the standstill arrangements, which restrict the Creditors from taking any steps to initiate insolvency proceedings or demand or accelerate any amounts due and payable to them by any member of the British Energy Group, would also terminate. Moreover, unless otherwise agreed by the Creditors, the Secretary of State and British Energy, the Creditor Restructuring Agreement and the Government Restructuring Agreement will automatically terminate, and consequently the Restructuring will not be implemented if the Creditors' Scheme has not become effective by January 31, 2005 (or such later date as the requisite parties may agree). Polygon and Brandes On September 3, 2004, two groups of shareholders together holding 10.22% of our Ordinary Shares, requisitioned an extraordinary general meeting of the Company. The resolutions proposed by Polygon and Brandes sought to stop us from taking certain actions, which may be necessary to implement the Restructuring. In response, certain of our Bondholders commenced proceedings in London against Polygon and Brandes for, amongst other things, the tort of procuring or inducing a breach of the Creditor Restructuring Agreement or otherwise interfering with its due performance. We too commenced proceedings against Polygon and its associates in New York in relation to a U.S. S.E.C. filing required to be made by Polygon in relation to its interests in British Energy. On September 23, 2004, we sent Shareholders a circular notifying Shareholders of our intention to apply for the UKLA to cancel the listings of the British Energy Shares and on the following day we sent a further circular to Shareholders containing the notice of the Requisitioned EGM. Having considered our recent circulars, on September 30, 2004 Polygon stated that it now believed that there was no commercial logic for it supporting the resolutions to be considered at the Requisitioned EGM and consequently confirmed that it would vote against the resolutions to be put to the Requisitioned EGM and that it would not further oppose the Restructuring. On that day, we announced that we would be withdrawing our action against Polygon in New York and that the Bondholders had agreed terms to stop the proceedings in London insofar as they related to Polygon. Brandes subsequently announced on October 6, 2004 that it was not going to pursue the matter further for the time being but that it would continue to monitor events so that it may take appropriate steps to promote the legitimate interests of its clients. Following our application for the UKLA to cancel the listings of the British Energy Shares from the Official List, the UKLA cancelled those listings with effect from 8:00 a.m. on October 21, 2004 and October 20, 2004 was the last day of dealings in British Energy Shares on the main market of the London Stock Exchange. Although we are, therefore, exempt from the continuing obligation provisions of the Listing Rules, which apply to issuers of equity securities, we are intending to comply with these obligations (other than the requirement to seek shareholder approval for significant transactions such as the Disposal) as if the listings had not been cancelled. As the listings of the Bonds have not been cancelled, we do remain subject to the continuing obligation provisions of the Listing Rules, which apply to issuers of specialist debt securities. The Requisitioned EGM was held on October 22, 2004 following which we announced that none of the resolutions that had been proposed at the Requisitioned EGM had been passed. Our indicative timetable for the Restructuring anticipates the Creditors' Scheme becoming Effective and Admission occurring in mid-January. The indicative timetable of principal events for the Creditors' Scheme is set out in Appendix 2 and the indicative timetable of principal events for Shareholders is set out in Appendix 3. However, the indicative timetable is our best case expectation and subject to change and delay (see note 1 to the timetable). We have, therefore, decided that it is prudent to seek an extension to the present long stop dates of January 31, 2005 and have proposed terms for an extension to at least March 31, 2005 to Creditors and the Secretary of State. The Group owes some GBP1.5 billion to the Bondholders, the Eggborough Banks, RBS, the Significant Creditors (currently Deutsche Bank AG) and BNFL which is stood still pending implementation of the Restructuring but which would become due and payable if the Restructuring is not completed by the long stop date of (at present) January 31, 2005. An alternative restructuring would require the agreement of these creditors and the Secretary of State and we have no assurance that such agreement would be reached. Furthermore the Board believes that any fundraising for the purpose of achieving an alternative restructuring would carry significant risks. If for any reason the Restructuring cannot be completed before the present or any extended long stop date and a replacement standstill cannot be agreed with creditors shortly thereafter, we would be unable to meet our financial obligations as they fall due, in which case we may have to commence insolvency proceedings. In the circumstances, the Board continues to believe that there is no reliable alternative to the Restructuring available to us. We have agreed an extension of the Restructuring Long Stop Date under the Creditor Restructuring Agreement until March 31, 2005, subject to certain intermediate milestones, with the ad hoc committee of Bondholders (on behalf of Consenting Bondholders), Deutsche Bank AG and BNFL. The extension also requires the agreement of the holders of two-thirds of the Eggborough Banks' debt and swap claims. The steering committee of the Eggborough syndicate comprises Barclays and RBS. Eggborough Banks holding some 53% of the Eggborough Banks' claims (including Barclays and RBS) have agreed to this extension and RBS extended the RBS Letter of Credit. The approval of further Eggborough Banks is required to achieve the requisite two-thirds majority. The extension of the Creditor Restructuring Agreement also requires written resolutions of Bondholders to extend the standstill period under the terms of the Company's Bonds due 2003, 2006 and 2016 to be signed by a simple majority of the holders of each series of the bonds. The ad hoc committee of Bondholders has agreed to approve these resolutions. The Secretary of State is not party to the Creditor Restructuring Agreement but, for technical reasons, her consent is required to enable that agreement to be extended in the manner contemplated; the Secretary of State has consented to the extension solely for that purpose. The Secretary of State has also agreed to extend the longstop date for completion of the Government Restructuring Agreement between the Company and the Secretary of State to April 30, 2005. In the context of meeting its overarching objectives at this time of nuclear safety, security of electricity supplies and value for money for the taxpayer, the Government has stated that it believes that continuity and stability in the management of British Energy's business in the immediate future is desirable. The Government has also sought and received assurances from British Energy's management that any measures taken to manage the Group's working capital will not adversely affect safety or security of supply. The extension of the Government Restructuring Agreement is therefore subject to conditions relating to those two issues. The proposed extension will also preserve the possibility of extension of the Creditor Restructuring Agreement beyond March 31, 2005 up to October 31, 2005, again subject to certain intermediate milestones. However, each of those parties and majorities who are required to agree the proposed extension would have absolute discretion as to whether to object to or confirm the continuation of the extension beyond March 31, 2005 and may require amendments to the standstill and restructuring arrangements in connection with the Restructuring being completed after March 31, 2005. The requisite parties may object to the continuation of the extension or may not give such confirmations or agree the terms (if any) upon which they would be willing for the Restructuring to be completed after March 31, 2005. Furthermore the agreement of the Secretary of State will be required to extend the Government Restructuring Agreement beyond April 30, 2005. In any event if it were to become reasonably apparent that the Restructuring would not be completed by March 31, 2005, we are required to renegotiate the payments payable to BNFL with effect from March 31, 2005 (subject to completion of the Restructuring after March 31, 2005) under the BNFL agreements for historic spent fuel services which have been agreed on the assumption that the Restructuring would complete and these payments would commence before March 31, 2005. Subject to certain limitations, these payments are expected to be funded by the Government as part of the Restructuring and consequently any new schedule would require agreement between us, BNFL and the Government. Consequently even if the proposed extension becomes effective there can be no assurance that any extension beyond March 31, 2005 will be available on the present terms of the Agreed Restructuring or any other terms. The intermediate milestones to the proposed extension include Bondholders and RBS passing resolutions approving the Creditors' Scheme by April 15, 2005 and the Creditors' Scheme becoming effective within 30 business days of grant of the Creditors' Scheme order or within 15 business days of final determination of any appeal. These milestones may be extended with the agreement of those parties and majorities who are required to agree the proposed extension. Both the Creditor Restructuring Agreement and the Government Restructuring Agreement are subject to conditions and to earlier termination in certain events, as previously announced by British Energy. If such an extension becomes effective and/or if it becomes apparent that the Restructuring Effective Date will be delayed beyond January 31, 2005, we will inform Shareholders and Creditors by making an appropriate announcement to a Regulatory Information Service and the press. For the avoidance of doubt, in such circumstances Admission may not occur prior to January 31, 2005 and will remain conditional on the Restructuring being implemented. However, there is no assurance that the proposed extension of the long stop dates for the Restructuring will be agreed. If for any reason we are unable to implement the Restructuring prior to the present or any extended long stop dates and a replacement standstill cannot be agreed with Creditors shortly thereafter, we would be unable to meet our financial obligations as they fall due, in which case we may have to take appropriate insolvency proceedings. If we were to commence insolvency proceedings, distributions, if any, to unsecured creditors may represent only a small fraction of their unsecured liabilities and it is highly unlikely there would be any return to Shareholders. Admission is conditional upon the Restructuring being implemented. Recommendation for Scheme Creditors and Bondholders The terms of the Restructuring are complex and you are urged to read the Creditors' Scheme Circular with care as it contains a great deal of important information. If you are in any doubt as to any aspect of these proposals and/or about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional adviser. The Restructuring remains subject to a number of important conditions (which are outlined in the Creditors' Scheme Circular). Notwithstanding the above, the Company believes that the Restructuring, of which the Creditors' Scheme is a key element, is in the interests of Scheme Creditors and Bondholders. Accordingly, the Company supports the Creditors' Scheme and Restructuring and therefore recommends that Bondholders vote in favor of the Bondholder Resolutions at the Bondholder Meetings and that Scheme Creditors vote in favor of the Creditors' Scheme at the Scheme Meeting. Recommendation for Shareholders We entered into the agreements with Creditors and the Secretary of State in October 2003 in order to avoid administration in circumstances where no other viable option was available to the Group and the agreements provide the best that we could negotiate for Shareholders at the time. We believe the only alternative would have been for us to take appropriate insolvency proceedings under which any distributions to Shareholders would have been highly unlikely. We continue to believe there is no reliable alternative option to the Restructuring available to us. The effectiveness of the Members' Scheme and, failing that, the implementation of the Disposal, is required for the Restructuring to be implemented. Therefore, if the Members' Scheme is not approved or the Disposal Resolution is not passed, we are required to implement the Disposal without Shareholder approval. If the Disposal is implemented, Shareholders will remain holders of British Energy Shares, but we will have disposed of all of our assets and the British Energy Shares will be unlisted securities and will not have any value. As note above, the Restructuring remains subject to a number of important conditions (which are outlined in the Members' Scheme Circular and will result in a very significant dilution of the interests of Shareholders. Notwithstanding the above, the Directors consider that the Restructuring (implemented, if necessary, by the Disposal) and the resolutions to be proposed at the EGM are in the best interests of the Group and the Shareholders as a whole. Even if Shareholders approve the Members' Scheme it may still not become Effective for other reasons and therefore Ordinary Shareholders are encouraged to vote in favor of the Disposal as well as the Members' Scheme. In light of the difficult circumstances faced by the Group, the Directors, who have received financial advice from Citigroup Global Markets Limited, consider the Restructuring to be in the interests of the Company. In providing advice to the Directors, Citigroup Global Markets Limited has placed reliance upon the commercial assessments of the Directors. Accordingly, the Directors unanimously support the Restructuring and recommend that Shareholders vote in favor of the Members' Scheme to be approved at the Court Meetings and both the resolutions to be proposed at the Extraordinary General Meeting, that is, the Members' Scheme Resolution and the Disposal Resolution. The Directors intend to vote in favor in respect of their own beneficial holdings, amounting to 4,188 Ordinary Shares. Appendix can be viewed at http://bankrupt.com/misc/britishenergy_appendix.htm CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent Peel Park East Kilbride G74 5PR Phone: +44 (0) 1355 262 000 Web site: http://www.british-energy.com John Searles Investor Relations Phone: 01355 26 2202 Andrew Dowler Media Relations Phone: 020 7831 3113 EGG PLC: Sells Savings and Online Brokerage Business ---------------------------------------------------- On 13 July the Board of Egg plc announced that it had begun to take the necessary steps to withdraw from the French market. On 5 October 2004, Egg announced that it had received an approach in respect of its French savings and online brokerage business from ING Direct France and had granted exclusivity to conclude the agreement. On 25 November Egg announces that it has received the opinion of the French Works Council and has reached an agreement to sell its savings and online brokerage business to ING Direct France. The sale will transfer 45,000 savings and investment accounts to ING Direct France. As of [Fri]day, savings account liabilities subject to the transaction currently total approximately EUR35 million (GBP25 million) and investment account funds under administration total approximately EUR30 million (GBP21 million). No assets will be transferred to ING Direct France. The transaction will result in the redeployment of up to 40 of Egg's 450 French workforce and is expected to be completed by the end of 2004. Our expectations with regard to the total exit costs in France remain unchanged. Egg plc is the world's largest pure online bank, providing financial services products through its Internet site and other distribution channels. Egg plc floated on 12 June 2000 and is listed on the London Stock Exchange. Prudential plc holds 78% of the share capital. CONTACT: EGG PLC Media: Emma Byrne Phone: 0207 526 2600/07775 657 241 Mark Maguire Phone: 0207 526 2651/07771 808 624 Investors/Analysts: Kieran Coleman Phone: 0207 526 2648/07711 717358 ENTERTAINMENT AND LEISURE: Names Grant Thornton Administrator ------------------------------------------------------------- Nigel Morrison (IP No 8938) and Richard Michael Hawes (IP No 8954) have been appointed joint administrators for Entertainment And Leisure Services (Swindon) Limited. The appointment was made Nov. 24, 2004. The company operates nightclubs. CONTACT: GRANT THORNTON UK LLP 11-13 Penhill Road, Cardiff CF11 9UP Phone: 029 2023 5591 Fax: 029 2038 3803 Web site: http://www.grant-thornton.co.uk EUROBREAD LIMITED: Administrators from Elwell Watchorn Move in -------------------------------------------------------------- David John Watchorn and Richard John Elwell (IP Nos 8086 and 6057) have been appointed administrators for Eurobread Limited. The appointment was made Nov. 23, 2004. The company manufactures food. CONTACT: ELWELL WATCHORN & SAXTON 109 Swan Street, Sileby, Leicestershire, LE12 7NN Phone: (+44) 01509 815150 Fax: (+44) 01509 815121 E-mail: office@ews-insolvency.co.uk Web site: http://www.ews-insolvency.co.uk EUROPASS TELECOM: Sets Creditors' Meeting Next Week --------------------------------------------------- The creditors of Europass Telecom Ltd. will meet on Dec. 10, 2004 commencing at 10:00 a.m. It will be held at The Hilton Watford, Elton Way, Watford, Hertfordshire WD2 8HA. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Baker Tilly, 5th Floor, Exchange House, 446 Midsummer Boulevard, Central Milton Keynes not later than 12:00 noon, Dec. 9, 2004. CONTACT: BAKER TILLY 5th Floor, Exchange House, 446 Midsummer Boulevard, Central Milton Keynes MK9 2EA Phone: 01908 687 800 Fax: 01908 687 801 Web site: http://www.bakertilly.co.uk FAST BANANA: Members Pass Winding up Resolutions ------------------------------------------------ At the extraordinary general meeting of The Fast Banana Company Limited on Nov. 8, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Mr. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie FRESHA FRUIT: Calls in Liquidators from KPMG -------------------------------------------- At the extraordinary general meeting of the Fresha Fruit Limited on Nov. 18, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie FRESH JUICE: Meeting of Creditors Set Next Week ----------------------------------------------- The creditors of Fresh Juice Bar Limited will meet on Dec. 10, 2004 commencing at 3:00 p.m. It will be held at the offices of Elwell Watchorn & Saxton, Cumberland House, 35 Park Row, Nottingham NG1 6EE. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Elwell Watchorn & Saxton, 109 Swan Street, Sileby, Leicestershire LE12 7NN not later than 12:00 noon, Dec. 9, 2004. CONTACT: ELWELL WATCHORN & SAXTON 109 Swan Street, Sileby, Leicestershire, LE12 7NN Phone: (+44) 01509 815150 Fax: (+44) 01509 815121 E-mail: office@ews-insolvency.co.uk Web site: http://www.ews-insolvency.co.uk FURNEAUX STEWART: Calls Creditors' Meeting ------------------------------------------ The creditors of Furneaux Stewart Design And Communication Limited will meet on Dec. 16, 2004 commencing at 10:30 a.m. It will be held at the offices of UHY Hacker Young, St Alphage House, 2 Fore Street, London EC2Y 5DH. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to UHY Hacker Young, St Alphage House, 2 Fore Street, London EC2Y 5DH not later than 12:00 noon, Dec. 15, 2004. CONTACT: UHY HACKER YOUNG St Alphage House, 2 Fore Street, London EC2Y 5DH Phone: 020 7216 4600 Fax: 020 7638 2159 Web site: http://www.uhy-uk.com GEEPS END: Appoints Liquidator from Begbies Traynor --------------------------------------------------- At the extraordinary general meeting of the Geeps End Limited On Nov. 22, 2004 held at Begbies Traynor, 2-3 Pavilion Buildings, Brighton, East Sussex BN1 1EE, the special resolution to wind up the company was passed. I. P. Sykes of Begbies Traynor, 2-3 Pavilion Buildings, Brighton BN1 1EE has been appointed the liquidator of the company for the purpose of such winding-up. CONTACT: BEGBIES TRAYNOR 2-3 Pavilion Buildings, Brighton, East Sussex BN1 1EE Phone: 01273 747847 Fax: 01273 747743 Web site: http://www.begbies.com H BOASE: Calls in Liquidator from KPMG -------------------------------------- At the extraordinary general meeting of the H Boase Limited on Nov. 18, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie IMPAK FOAM: Hires Joint Administrators from BDO Stoy Hayward ------------------------------------------------------------- Geoffrey Stuart Kinlan and Anthony David Nygate (IP Nos 8268/01, 9237) have been appointed joint administrators for Impak Foam And Rubber Limited. The appointment was made Nov. 18, 2004. The company manufactures foam and rubber. CONTACT: BDO STOY HAYWARD LLP Prospect Place, 85 Great North Road, Hatfield, Hertfordshire AL9 5BS Phone: 01707 255888 Fax: 01707 255890 E-mail: hatfield@bdo.co.uk Web site: http://www.bdo.co.uk INTER-EUROPE FORWARDING: Names Tenon Recovery Administrator ----------------------------------------------------------- Simon R. Thomas and Steven J. Parker (IP Nos 8920, 8989) have been appointed administrators for Inter-Europe Forwarding Services Limited. The appointment was made May 26, 2004. CONTACT: TENON RECOVERY Sherlock House 73 Baker Street, London W1U 6RD Phone: 020 7935 5566 Fax: 020 7935 3512 E-mail: bakerstreet@tenongroup.com Web site: http://www.tenongroup.com JAMES STRICK: Winding up Resolutions Passed ------------------------------------------- At the extraordinary general meeting of the James Strick & Sons Limited on Nov. 18, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie MAYFAIR NOMINEES: Calls in Liquidator from Stoy Hayward ------------------------------------------------------- At the extraordinary general meeting of the Mayfair Nominees Limited on Nov. 18, 2004 held at BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL, 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 Phone: 020 7486 5888 Fax: 020 7487 3686 E-mail: london@bdo.co.uk Web site: http://www.bdostoyhayward.co.uk NICOL TRANSMISSIONS: Creditors' Meeting Set December 13 ------------------------------------------------------- The creditors of Nicol Transmissions Limited will meet on Dec. 13, 2004 commencing at 11:00 a.m. It will be held at The Boundary Hotel, Birmingham Road, Walsall, Birmingham. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Bridgestones, 125-127 Union Street, Oldham OL1 1TE not later than 12:00 noon, Dec. 10, 2004. CONTACT: BRIDGESTONES 125-127 Union Street, Oldham OL1 1TE NTL INCORPORATED: Selling Broadcast Operation for GBP1.27 Bln ------------------------------------------------------------- Ntl Incorporated (NASDAQ: NTLI) on Wednesday entered into a definitive agreement to sell its broadcast business to a consortium led by Macquarie Communications Infrastructure Group (MCG) and including Macquarie Bank Limited, Industry Funds Management (Nominees) Limited and other third party investors for a purchase price of GBP1.27 billion. The sale is subject to regulatory approval and is expected to close in the first quarter of 2005. ntl and the broadcast business have also entered into certain agreements relating to the provision of future services. Ntl is currently evaluating alternative uses of the proceeds generated from the sale. These alternatives include a special dividend to shareholders and/or stock repurchases, debt repayment and general corporate purposes. The decision regarding use of proceeds, which will be designed to maximize shareholder value, will be made after the sale is completed, taking into account tax, legal and structural considerations. Simon Duffy, Chief Executive Officer of ntl, said: "We are very pleased to have agreed the sale of our Broadcast division to MCG on these terms. MCG has been an excellent owner of a similar business we sold to them in Australia in 2002 and I am sure that they will prove to be an equally good owner of our U.K. Broadcast business. The 2002 transaction has proved to be highly beneficial to both MCG and ntl and I am confident that the transaction we are announcing will prove to be just as successful for both parties. Going forward, this transaction will enable us to focus on continuing to grow our core cable and broadband businesses." The broadcast business provides tower site leasing, broadcast transmission, satellite, media, public safety communications and other network services in the U.K. and the Republic of Ireland. The broadcast business' customers include the leading U.K. mobile wireless operators, all major commercial television and radio broadcasters and public safety organizations such as the police, fire and ambulance services. The broadcast business has the second largest independent portfolio of wireless towers and sites available for lease in the U.K. More on ntl Incorporated: Ntl Incorporated (NASDAQ: NTLI) offers a wide range of communications and entertainment services to residential and business customers throughout the U.K. and Ireland. Ntl is the U.K.'s largest cable company and leading broadband supplier with over one million broadband customers and 3 million residential customers. Ntl's fibre-optic broadband network can service 7.8 million homes in the U.K. including London, Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow and Belfast. CONTACT: NTL INCORPORATED Investor Relations: U.S. Patti Leahy Phone: +1 610 667 5554 U.K.: Virginia Ramsden Phone: +44 (0)20 7967 3338 or Media: Alison Kirkwood Phone: +44 (0)1256 752662/(0)7788 186154 Nicola Mitchell Phone: +44 (0) 1256 752669/(0)7884 057 576 or BUCHANAN COMMUNICATIONS Richard Oldworth or Jeremy Garcia Phone: +44 (0)20 7466 5000 PARK WALK: Calls in Liquidator from BDO Stoy Hayward ---------------------------------------------------- At the extraordinary general meeting of the Park Walk Restaurants Limited on Nov. 18, 2004 held at BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL, 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 Phone: 020 7486 5888 Fax: 020 7487 3686 E-mail: london@bdo.co.uk Web site: http://www.bdostoyhayward.co.uk RED AND THE GREEN: Names Administrators from Milner Boardman ------------------------------------------------------------ Colin Burke and Gary J. Corbett (IP Nos 8803, 9018) have been appointed administrators for Red And The Green Limited. The appointment was made Nov. 24, 2004. The company develops and sells real estate. Its registered office is located at 116 Duke Street, Liverpool L1 5JW. CONTACT: MILNER BOARDMAN & PARTNERS Century House, Ashley Road, Hale, Cheshire WA15 9TG Phone: 0161 927 7788 Fax: 0161 927 7733 E-mail: info@milnerb.co.uk Web site: http://www.milnerboardman.co.uk RENTOKIL INITIAL: Warns of Further Deterioration in Trading ----------------------------------------------------------- Chairman Brian McGowan commented on Rentokil Initial's update for the ten months to Oct. 31, 2004: "The actions which I initiated back in July were and continue to be aimed at re- energizing the company. We have been reinvesting in sales, service, marketing, IT, R&D and HR and increasing the pace of activity on acquisitions. These initiatives will continue. The Board and I are encouraged that our management around the world has accepted the need for this change and positively support it. "Following a thorough review, we have taken the decision to dispose of the linen and garment elements of our U.K. Hygiene business. The board believes this action will enhance the medium-term profitability and competitive position in the remaining parts of this business. The Board is also in the process of identifying the options open to it in respect of the loss-making German hospital textiles activity. I have no specific news regarding the search for a new Chief Executive and, given the critical importance of making the right appointment, the search could well take some time. In the meantime, I will continue to drive the pace of action and change. We are at an advanced stage in our search for an Acquisitions Director. We are certain that we are taking the right actions to return the company to future sustainable growth. There is, however, no single, easy, quick-fix solution. Whilst, in the light of current trends, we expect a further deterioration in trading results into the first half of 2005, the benefits of the investments and cultural changes should start to come through thereafter, although the year as a whole is likely to give a weaker performance than in 2004." Financial Summary (a) Turnover from continuing operations increased by 1.9% to GBP2,059.9 million, (b) Operating Profit from continuing operations declined by 11.1% to GBP332.5 million, (c) Profit Before Tax declined by 11.9% to GBP293.9 million, (d) Operating Cash Flow has been good and in line with our expectations, (e) Contract Portfolio Increased by GBP32.7 million over the ten months Segmental Commentary - Continuing Operations Hygiene Total Hygiene turnover grew by 1.3% to GBP829.2 million with operating profit down by 12.3% to GBP209.7 million. Hygiene Services turnover was up by 1.2% at GBP638.7 million with operating profits down by 14.7% to GBP144.2 million. Contract portfolio net gain for the ten months (including GBP3.3 million from acquisitions) was GBP12.5 million to exit at GBP739.0 million. (a) Within the total turnover of GBP638.7 million, washroom declined by 0.5% to GBP253.6 million, garments increased by 4.1% to GBP209.9 million, floorcare increased by 5.0% to GBP35.2 million, linen increased by 0.9% to GBP92.7 million, whilst other specialist hygiene services decreased by 3.3% to GBP47.3 million; (b) In the U.K. the turnover regression of 4.7% for the first half improved to 3.7% for the ten months, albeit the operating profit decline increased from 39.6% to 42.3%. In Germany turnover regression at 3.5% increased from the first half's 1.8%, although the operating profit reduction at 23.3% was broadly in line with that of the first half. An update on these two businesses is set out below. Pest Control turnover increased by 1.6% to GBP190.5 million whilst operating profit fell by 6.4% to GBP65.5 million. Contract portfolio net gain for the ten months was GBP3.7 million (with only GBP0.3 million of this coming from acquisitions) to exit at GBP183.5 million. Security Turnover increased by 1.0% to GBP490.6 million with operating profit down by 7.3% at GBP43.3 million, in part impacted by reorganization costs on recent acquisitions in the U.K. and increased SUI and healthcare costs in the US. Within the total, electronic turnover grew by 4.1% to GBP202.0 million whilst manned guarding turnover declined by 1.1% to GBP288.6 million. Contract portfolio net gain for electronic, for the ten months, was GBP8.9 million (of which GBP5.3 million was from acquisitions) to exit at GBP90.3 million, whilst manned guarding increased by GBP3.7 million to GBP317.9 million. Facilities Management Total Facilities Management turnover grew by 1.4% to GBP545.0 million with operating profit declining by 14.0% to GBP55.0 million. Facilities Management Services increased turnover by 1.4% to GBP381.2 million with operating profit regressing by 13.3% to GBP25.5 million. Contract portfolio net gain for the ten months was GBP2.5 million to exit at GBP382.6 million. Tropical Plants turnover regression at 1.9% to GBP87.7 million improved from the 3.5% for the first half. This slow down also showed in operating profit regression at 32.0% compared to the 38.0% for the first half, to leave operating profit at GBP8.1 million. Contract portfolio net gain for the ten months was flat with GBP0.5 million from acquisitions compensating for losses of a similar amount, to leave the exit portfolio unchanged at GBP91.7 million. Conferencing turnover growth accelerated to 5.4% from 4.3% for the first half; at the same time the operating profit regression for the first half of 6.2% reducing to 5.5% for the ten months. This produced ten-month turnover and operating profit of GBP76.1 million and GBP21.4 million respectively. Contract portfolio net gain for the ten months was GBP1.4 million to leave the exit position at GBP37.4 million. Parcels Delivery Turnover grew by 8.3% to GBP195.1 million producing a 0.5% increase in operating profits to GBP24.5 million. Geographical Commentary - Continuing Operations U.K. turnover grew by 1.1% to GBP1,024.9 million with operating profit down by 17.9% to GBP150.3 million. Continental Europe turnover was up by 3.0% at GBP688.1 million with operating profit declining by 3.0% to GBP136.4 million. North America turnover increased by 2.6% to GBP235.6 million with operating profit 19.5% lower at GBP9.7 million. Asia Pacific and Africa turnover at GBP111.3 million was 0.5% higher but operating profit fell by 5.7% to GBP36.1 million. Other Items Acquisitions Fifteen bolt-on acquisitions, with aggregate annualized turnover of c. GBP18.5 million, were made in Hygiene, Security and Tropical Plants, in U.K., Continental Europe, North America and Asia Pacific at a total cost of c. GBP26.0 million. Disposals In addition to the two previously reported disposals in the first half of 2004, the company has since disposed of its peripheral U.K. courier business, which in 2003 broke even on turnover of c. GBP4.5 million. In the context of the increasing importance in business development and customer retention resulting from BEE (Black Economic Empowerment) in South Africa, a conditional agreement has been reached to sell a 25.1% shareholding in the company's South African subsidiary to a consortium of local investors for c. GBP20 million, the funding thereof to be provided by interest-bearing vendor finance. Completion, which is subject to South African reserve bank approval, is anticipated in December and should produce a gain on sale of c. GBP15.0 million (see below). U.K. Textiles As indicated in the interim results announcement LEK, consultants have been performing a review of the under- performing U.K. hygiene business. Their focus has been on the textile-related operations comprising of table and bed linen, workwear, roller towels and specialist floorcare. Having evaluated the options identified by LEK, the Board has decided to dispose of the loss-making linen and related workwear activities in order to concentrate upon washroom services, including roller towels (third party turnover of c. GBP75.0 million), floorcare (c.GBP13.0 million) and other specialist hygiene services (GBP31.0 million). The linen and workwear activities have a combined turnover of c. GBP55.0 million and certain specific related assets of c. GBP40.0 million. The envisaged disposal of these activities should improve profits by c. GBP5.0 million p.a. although the potential disruption arising from the reorganization and exit processes are such that the benefits are not expected to be realized until 2006. Exceptional costs, before any gain or loss on disposal, will clearly depend upon the nature and timing of the exit strategy and our current assessment is that these could amount to some GBP25 million to GBP30 million in 2005. Continuity of supply of roller towels and floorcare 'product' is likely to be achieved through a combination of limited retained in-house capability and sub-contract arrangements. German Hospital Textiles Within the German hygiene business, which has an annualized turnover of c. GBP78.0 million and operating profits of c. GBP12.5 million, the hospital linen activities, which are currently loss-making, represent some GBP17.0 million (22%) of the turnover. The current run rate of losses is in the order of GBP1.5 million p.a. The Board is identifying the options open to it with a view to consulting the representatives of the work force in accordance with the requirements of German law. International Financial Reporting Standards (IFRS) The company continues to make good progress in preparing for and evaluating the financial effects of the impending move to IFRS for the financial year 2005. We anticipate, subject to audit, the principal impacts on profits are likely to be restricted to IAS19 (employee benefits and IAS38 (intangible assets)). It is not envisaged that IFRS2 (share-based payments), IAS17 (leases), and IAS39 (financial instruments) will have any material impact on profits. IAS19 Implementation of IAS19 will give rise to a c. GBP11.5 million reduction in 2004 profit before tax as restated under IFRS, representing, in the main, differing treatment of defined benefit pension costs under IAS19 compared to SSAP24. In addition, given the phasing of holiday pay within the year, the total IAS19 adjustment would reduce restated profit before tax by c. GBP14.0 million in the first half, but increase the second half profit by GBP2.5 million. It is anticipated that the full year IAS19 defined benefit pension charge will increase by a further c. GBP4.0 million in 2005 to c. GBP20.0 million with the effects of holiday pay giving similar phasing characteristics to 2004. IAS38 Since 1998, on adoption of FRS10, the company has held goodwill in respect of acquisitions on its balance sheet with the carrying value being subject to the usual impairment testing under FRS11. It is anticipated that on transition to IFRS, having analyzed all acquisitions since 1998, this previous goodwill balance will be split between goodwill and other specifically identifiable intangible assets such as customer contracts and lists. In future, under IAS38, this latter category of intangible assets will be amortized over their anticipated useful lives. On a pro-forma full-year basis, based upon all acquisitions completed from 1998 to date, the likely effect of the resulting amortization charge would be to reduce 2004 profit before tax by c. GBP23.0 million, with a corresponding anticipated 2005 profit impact of c. GBP21.0 million. It is anticipated that a number of the IFRS profit effects will be partially mitigated by taxation, so as to leave our medium- term tax rate in the previous anticipated range of 26% - 28% of profits. It is currently envisaged that a seminar will be held ahead of the announcement of the 2004 preliminary results, specifically to cover, in considerably more detail, the likely effects pro- forma of IFRS on both the company's profit and loss account and balance sheet. Prospects for 2004 The Board is currently still of the view that, based upon most recent internal estimates, profit before tax for the year 2004, at constant average 2003 exchange rates, should be not less than GBP350 million. This is despite the delays in realizing the benefits from the increased level of investment in the business and the ongoing challenging market conditions. It is anticipated, however, that the aforementioned profit before tax for the year 2004, at constant average 2003 exchange rates, will be reduced by adverse foreign currency exchange adjustments (currently estimated to be c. GBP5 million) and by a number of specific exceptional one-off items, the latter aggregating to a likely net negative of some GBP35 million. These items are anticipated to be:- GBPm Gain on the planned sale of a 25.1% stake in the South African business as part of a black economic empowerment (B.E.E.) initiative 15 Impairment of goodwill, in particular U.S. Tropical Plants and German Hospital Textile Services (15) Impairment of fixed assets in U.S. Facilities Management (9) Increases in vacant property and environmental provisions in respect of specific properties in U.K. and U.S. (20) Potentially uninsured losses in respect of product supply by a discontinued business. (6) (35) Notwithstanding the above, the Board reaffirms its previously announced intention to recommend a total dividend of 6.71p per share for the year to 31 December 2004 representing an increase of 10.0% over 2003. Prospects for 2005 The Board remains convinced that the right actions are being taken to return to a path of sustainable growth over the medium to longer term. However, following a review of 2005 budgets and recognizing a combination of: (a) the full year effect of the significant and wide ranging investments in the business; (b) the current trends and the slower than previously envisaged growth in contract portfolios; (c) the uncertainty over the potentially disruptive effects of, and the delay in the timing of the realization of the eventual benefits from, the restructuring of the U.K. textiles operations; the Board anticipates a further deterioration in trading results into the first half of 2005, although the benefits of the investments and cultural changes should start to come through thereafter. However, the year as a whole is likely to give a weaker performance than in 2004. Again as previously announced, in the absence of unforeseen circumstances, the Board restates its intention to recommend an increase in the dividend for 2005 of a further 10% to 7.38 pence per share. * * * The above statement is made based upon unaudited management accounts and at constant rates of exchange, these being the average rates of exchange for foreign currencies for the year 2003, as used in the 2003 Annual Report. CONTACT: RENTOKIL INITIAL B D McGowan, Chairman R C Payne, Finance Director C D Grimaldi, Corporate Affairs Director Phone: 01342 833022 BRUNSWICK GROUP LLP John Sunnucks Phone: 020 7404 5959 CATULLUS CONSULTING Alex Mackey Phone: 07773 787458 ROWE & CO.: Special, Ordinary Winding up Resolutions Passed ----------------------------------------------------------- At the extraordinary general meeting of the Rowe & Co (Exeter) Limited on Nov. 18, 2004 held at the offices of Fyffes UK Limited, Houndmills Road, Basingstoke, Hampshire RG21 6XL, the special and ordinary resolutions to wind up the company were passed. Robert Graham Ferguson of KPMG, Stokes House, 17-25 College Square East, Belfast BT1 6DH has been appointed liquidator for the purpose of such winding-up. CONTACT: KPMG Stokes House, Square East Belfast BT1 6DH Phone: +44 (28) 9024 3377 Fax: +44 (28) 9089 3893 Web site: http://www.kpmg.ie SHOOTGLEN LIMITED: Names Grant Thornton Administrator ----------------------------------------------------- Leslie Ross, Malcolm Shierson and Mark Byers (IP Nos 8758, 5330, 7244) have been appointed administrators for Shootglen Limited. The appointment was made Nov. 19, 2004. The company is engaged in equipment leasing. CONTACT: GRANT THORNTON Heron House, Albert Square MANCHESTER M60 8GT Phone: 0161 834 5414 Fax: 0161 832 6042 Web site: http://www.grant-thornton.co.uk SPECTRUM RETAIL: Sets Creditors' Meeting Next Week -------------------------------------------------- Name of companies: Spectrum Retail Projects Limited Spectrum Special Projects Limited The creditors of these companies will meet on Dec. 9, 2004 commencing at 12:00 noon. It will be held at Rothman Pantall & Co., Clareville House, 26-27 Oxendon Street, London SW1Y 4EP. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Rothman Pantall & Co., Clareville House, 26-27 Oxendon Street, London SW1Y 4EP not later than 12:00 noon, Dec. 8, 2004. CONTACT: ROTHMAN PANTALL & CO Clareville House, 26-27 Oxendon Street, London SW1Y 4EP Phone: +44 (0) 20 7930 7272 Fax: +44 (0) 20 7930 9849 E-mail: london@rothman-pantall.co.uk Web site: http://www.rotham-pantall.co.uk TRC PERFORMANCE: Liquidators from Leonard Curtis Move in -------------------------------------------------------- At the extraordinary general meeting of the TRC Performance Limited on Nov. 16, 2004 held at AIB House, Grenville Street, St Helier, Jersey JE4 9WN, the special, ordinary and extraordinary resolutions to wind up the company were passed. John Malcolm Titley of DTE Leonard Curtis, DTE House, Hollins Mount, Bury BL9 8AT has been appointed as liquidator for the purpose of such winding-up. CONTACT: DTE LEONARD CURTIS DTE House, Hollins Mount, Bury BL9 8AT Phone: 0161 767 1200 Fax: 0161 767 1201 Web site: http://www.dtegroup.com VC GROUP: Names Numerica Administrator -------------------------------------- Frank Wessely and Peter Hughes-Holland (IP Nos 7788, 1700) have been appointed joint administrators for VC Group Ltd. The appointment was made Nov. 18, 2004. The company distributes car parts. Its registered office is located at Cedar House, Breckland, Lindford Wood, Milton Keynes, Buckinghamshire MK14 6EX. CONTACT: NUMERICA 81 Station Road, Marlow, Buckinghamshire SL7 1SX Phone: 01628 478100 Fax: 01628 472629 Web site: http://www.numerica.biz WILLCROSS LIMITED: Hires J. P. Shaw as Liquidator ------------------------------------------------- At the extraordinary general meeting of the Willcross Limited on Nov. 6, 2004 held at The Kowloon Hotel, 19-21 Nathan Road, Kowloon, Hong Kong, the subjoined special resolution to wind up the company was passed. James Paul Shaw of Woodford House, Woodford Road, Watford, Hertfordshire has been appointed liquidator for the purpose of such winding-up. ********* 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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