TCREUR_Public/060406.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

             Thursday, April 6, 2006, Vol. 7, No. 69

                            Headlines


F I N L A N D

METSO CORP: Names New Board & Declares Dividend in Annual Mtg.


F R A N C E

RHODIA SA: Dec. 31 Balance Sheet Upside-Down by EUR666 Million


G E R M A N Y

ALLCOMPOUND ENGENEERING: Claims Registration Ends April 11
INNOTIVE LTD: Claims Registration Ends April 10
JOHANNSENS RESTAURANTBETRIEBE: Claims Registration Ends April 10
KALLIWODA SHOE: Claims Registration Ends April 10
KUECHEN-SCHMID: Claims Registration Ends April 10

POLSTERLAND WETTRINGEN: Creditors' Meeting Slated for May 3
ROLLIMBI GMBH: Creditors' Meeting Slated for April 10
SHP GMBH: Claims Registration Ends April 11
TABA TECHNOLOGIE: Claims Registration Ends April 10
WESTLB AG: Fitch Affirms Individual Rating at D

WILHELM JAEGER: Creditors' Meeting Slated for April 25


I R E L A N D

FULFLEX INTERNATIONAL: Eyes Job Cuts in Limerick Facility


I T A L Y

BANCA POPOLARE: Plans to Merge Units & Sell EUR1.5-Bln in Assets


K A Z A K H S T A N

AK JOL: Jambyl Court Opens Bankruptcy Proceedings
ALDI-SEVER: Creditors Must File Claims by April 14
ALFA-SHIT-H: Creditors Must File Claims by April 14
ARMAN-T: Creditors Must File Claims by April 14
DOROJNIK: Creditors Must File Claims by April 14

FEMIDA: Creditors Must File Claims by April 14
GLOBAR DISTRIBUTORS: Creditors Must File Claims by April 14
OSEN-2003: Kostanai Court Opens Bankruptcy Proceedings
VESTA TDK: Creditors Must File Claims by April 10
ZAN: Kostanai Court Opens Bankruptcy Proceedings


N E T H E R L A N D S

AURELIA ENERGY: Moody's Downgrades Corp. Family Rating to Ba3
BLUEWATER FINANCE: Moody's Cuts Sr. Unsecured Debt Rating to B2
KONINKLIJKE AHOLD: Board Names J. Alvarez Stop & Shop/Giant CEO


R U S S I A

ALEKSEEVSKOYE: Deadline for Proofs of Claim Set for April 11
IRTYSHSKOE: Court Names A. Kuzmin Interim Insolvency Manager
KRASNOKHOLMSKOYE REPAIR: Bankruptcy Hearing Set for May 24
MONOLITH: Claims Filing Period Ends April 18
NEW TECHNOLOGIES: Appoints T. Shnayder Insolvency Manager

NOVOROSSIYSKAYA: Bankruptcy Hearing Slated for April 25
PERM-STROY-OPT-TORG: Bankruptcy Hearing Slated for May 31
SMOLENSKAYA: Creditors Have Until April 11 to File Claims
TVERSKAYA: Claims Filing Period Ends April 11
URAL-GAS-STROY: Bankruptcy Hearing Slated for April 21

YUKOS OIL: Board Names Vasily Aleksanyan Executive VP


S P A I N

SAEZ MERINO: Eyes Subcontractors in New Business Strategy
TERRA MITICA: Gives Creditors Three Options to Resolve Claims


S W I T Z E R L A N D

SWISS INTERNATIONAL: Closes US$343 Million Refinancing Deal


T U R K E Y

FINANSBANK A.S.: Sells 46% Stake to Greek Bank for EUR2.3 Bln
FINANSBANK: Fitch Places BB- on Local Currency IDR


U K R A I N E

BILA TSERKVA': Kyiv Court Opens Bankruptcy Proceedings
DOLINA-AGRO: Poltava Court Starts Bankruptcy Supervision
ELATA: Kyiv Court Opens Bankruptcy Proceedings
GELIOS-ENERGY: Lviv Court Opens Bankruptcy Proceedings
MARTA-VEKTOR: Lviv Court Opens Bankruptcy Proceedings

MIR: Zaporizhya Court Opens Bankruptcy Proceedings
RATSION: Court Names Andrij Nadlonok to Liquidate Assets
SINTEZ: Dnipropetrovsk Court Opens Bankruptcy Proceedings
TOPOLYA: Lviv Court Opens Bankruptcy Proceedings
UVENERGOCHERMET: Court Opens Bankruptcy Proceedings


U N I T E D   K I N G D O M

ADVANCED FLUID: Burdale Financial Appoints KPMG Receiver
ASTOR & WINDSOR: Members Pass Winding Up Resolution
B P C LIMITED: Terry Evans Leads Winding Up Proceedings
BERKELEY BERRY: Taps Joint Administrators from KPMG
BURTON ENVIRONMENTAL: Creditors' Meeting Set for April 18

BUSINESSLINX LIMITED: Creditors Confirm Voluntary Liquidation
CALICO LIMITED: Financial Woes Prompt Liquidation
CBM DEMOLITION: Liquidates Assets in Leeds
DEWHURST BUTCHERS: Business for Sale
EQUITABLE LIFE: S&P Raises Credit Rating to B+ on Reduced Risks

FEELRIGHT CONSTRUCTION: Taps Filippa Connor to Liquidate Assets
H L GORNER: Meeting of Creditors Set for April 7
IMAGE AUTOMATION: Names Grant Thornton Administrator
J.L. FRENCH: U.S. Unit Files Reorg. Plan & Disclosure Statement
KRISPY KREME: Plans to Sell UK Division to Pay Off Losses

LMC STREATHAM: HSBC Bank Appoints BDO Stoy Hayward Receiver
NTL INC: Virgin Mobile Merger Spurs Fitch's B+ IDR
NTL INVESTMENT: Fitch Affirms GBP3.3 Bln Credit at BB+/RR1
PHOENIX MEDICAL: Administrators from Tenon Recovery Enter Firm
PRIMAC SUNCROSS: Halts Operations & Appoints Liquidator

RICHAPRINT LIMITED: Taps Baker Tilly to Administer Assets
RIVERSTONE LIMITED: Members Agree to Winding Up Operations
T-COMPUTERS PLC: Creditors' Meeting Slated for April 13
TASC INTERIORS: Creditors' Meeting Slated for April 10
TCLG REALISATIONS: Lloyds TSB Taps E&Y Admin Receivers

TECHNO LIGHT: Members Resolve to Wind Up Operations
TTSL REALISATIONS: Lloyds TSB Bank Taps E&Y as Admin Receiver
UNIQUE ASSIST: Joint Liquidators Take Over Operations
VIRGIN MOBILE: Inks EUR962.4-Million Merger Deal with NTL Inc.

                           *********

=============
F I N L A N D
=============


METSO CORP: Names New Board & Declares Dividend in Annual Mtg.
--------------------------------------------------------------
The Annual General Meeting of Metso Corporation approved on
April 4, the accounts for 2005 as presented by the Board of
Directors and voted to discharge the members of the Board of
Directors and the President and chief executive officer of Metso
Corporation from liability for the financial year 2005.

In addition, the Annual General Meeting approved the proposals
of the Board of Directors.  These applied to:

   -- authorizations to resolve to repurchase and to dispose the
      Corporation's own shares; and

   -- increase the share capital by issuing new shares,  
      convertible bonds and/or stock options.

The Annual General Meeting decided to establish a Nomination
Committee of the Annual General Meeting to prepare proposals for
the following AGM in respect of the composition of the Board of
Directors along with the director remuneration.  The Nomination
Committee consists of the representatives appointed by the four
biggest shareholders along with the Chairman of the Board of
Directors as an expert member.

                     Board Composition

Matti Kavetvuo was re-elected Chairman of the Board and Jaakko
Rauramo, Chairman of the Board of SanomaWSOY Corporation, was
re-elected the Vice Chairman of the Board.  Christer Gardell,
Managing Partner of Cevian Capital, and Professor, Ph.D. (EE)
Yrjo Neuvo were elected as new members of the Board.  Re-elected
Board members are:

   -- Svante Adde, Managing Director, Compass Advisers, London;

   -- Maija-Liisa Friman, President and CEO of Aspocomp Group
      Oyj; and

   -- Satu Huber, State Treasury, Director of Finance and Head
      of Finance Division.

The term of office of Board members lasts until the end of the
next Annual General Meeting.

The AGM decided that the annual remunerations for Board members
be EUR80,000 for the Chairman, EUR50,000 for the Vice Chairman
and the Chairman of the Audit Committee and EUR40,000 for the
members and that the meeting fee including committee meetings be
EUR500 for meeting.

The auditing company, Authorized Public Accountant
PricewaterhouseCoopers, was re-elected to act as an Auditor of
the Corporation until the end of the next AGM.

                           Dividend

The Annual General Meeting decided that a dividend of EUR1.40
per share be paid for the financial year which ended on Dec. 31,
2005.  The dividend consists of EUR0.70 in line with the new
dividend policy, and an extra dividend of EUR0.70.  The dividend
will be paid to shareholders who have been entered as
shareholders in the Corporation's shareholder register
maintained by the Finnish Central Securities Depository Ltd. by
the dividend record date, April 7, 2006.  The dividend will be
paid on April 20.

Headquartered in Helsinki, Finland, Metso Corporation --
http://www.metso.com/-- is a global engineering and technology   
corporation with 2005 net sales of approximately EUR4.2 billion.
Its 22,000 employees in more than 50 countries serve customers
in the pulp and paper industry, rock and minerals processing,
the energy industry and selected other industries.

                        *     *     *

Moody's Investors Service confirmed the Company's existing long-
term Ba1 credit rating and changed the rating outlook from
stable to positive on Dec. 13, 2005.  Standard & Poor's Ratings
Services has confirmed Metso's existing long-term BB+ corporate
rating, the BB rating on bonds issued and the EMTN program, as
well as the B rating on short-term credits, and has kept the
rating outlook as stable.  The Company disclosed that there are
no prepayment covenants in its financial contracts that would be
triggered by changes in its credit ratings.


===========
F R A N C E
===========


RHODIA SA: Dec. 31 Balance Sheet Upside-Down by EUR666 Million
--------------------------------------------------------------
Rhodia SA disclosed its financial results for the year ended
Dec. 31, 2005.

The company reported an 8.4% increase in net sales of to EUR5.08
billion in 2005, led by strong pricing power across all
business.  Recurring EBITDA also rose by 13.3% to EUR595
million, reflecting the impact of price increases and the
delivery of fixed cost reduction objectives.

The Company also showed positive EBIT of EUR97 million, versus a
EUR188 million loss in 2004.

In 2005, Rhodia posted a EUR616 million net loss, versus a loss
of EUR641 million in 2004, primarily due to the consequences of
divesting under performing businesses, as well as restructuring
costs and refinancing costs.  Consolidated net debt was reduced
by 1.3% to EUR2.09 billion at year-end.

At Dec. 31, 2005, the Company's balance sheet showed a EUR666
million stockholders' deficit, compared to a EUR521 million
deficit at Dec. 31, 2004.

The Group planned to further refocus the portfolio on businesses
where they hold global leadership positions and to divest
businesses where they hold weak or under performing positions.

Chief Executive Officer, Jean Pierre Clamadieu disclosed that
"2005 confirms the momentum of our operational recovery plan
launched two years ago."

"The Group's strategy has now been clarified and our successful
capital increase will enable us to continue improving our
balance sheet and undertake a new phase in our development.  We
remain confident in our ability to meet our 2006 objectives
under current market conditions," he added.

                             Outlook

Market conditions remain satisfactory at the beginning of 2006,
in an environment still shaped by volatile raw material and
energy costs.  Over the year, the Group will continue to
implement its proactive strategy of raising prices and pursue
its reorganization and restructuring programs, in line with its
fixed cost reduction objectives.

Rhodia confirms its 2006 objectives:

   -- a recurring EBITDA margin of at least 13%;
   -- a positive net income for 2006; and
   -- a ratio of net debt to recurring EBITDA of less than 2.9
      times.

The Group reaffirms its medium term objectives:

   -- a recurring EBITDA margin of at least 15%; and
   -- a ratio of net debt to recurring EBITDA of less than 2.2  
      times.

A full-text copy of Rhodia's financial statements for the year
ended Dec. 31, 2005, is available at no charge at
http://ResearchArchives.com/t/s?782

                      About the Company

Headquartered in France, Rhodia S.A. -- http://www.rhodia.com/
-- is a global specialty chemicals company partnering with major
players in the automotive, electronics, fibers, pharmaceuticals,
agrochemicals, consumer care, tires and paints & coatings
markets to offer tailor-made solutions combining original
molecules and technologies to respond to customers' needs.


=============
G E R M A N Y
=============


ALLCOMPOUND ENGENEERING: Claims Registration Ends April 11
----------------------------------------------------------
Creditors of Allcompound Engeneering GmbH have until April 11,
to register claims with court-appointed provisional
administrator Dr. Rainer Eckert.

Creditors and other interested parties are encouraged to attend
the meeting at 10:45 a.m. on May 9, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Halle-Saalkreis
         Saal 1.044
         Thueringer Str. 16
         06112 Halle

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Halle-Saalkreis opened bankruptcy
proceedings against Allcompound Engeneering GmbH on Feb. 14.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Allcompound Engeneering GmbH
         Gustav-Adolf-Str 7
         06686 Luetzen

The administrator can be contacted at:

         Dr. Rainer Eckert
         Universitatsring 6
         D-06108 Halle
         Tel: 0345/530490
         Fax: 0345/5304926


INNOTIVE LTD: Claims Registration Ends April 10
-----------------------------------------------
Creditors of Innotive Ltd. have until April 10, to register
their claims with court-appointed provisional administrator Dr.
Jan Markus Plathner.

Creditors and other interested parties are encouraged to attend
the meeting at 10:15 a.m. on May 10, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Giessen
         Zi. 415
         4. OG
         Gebaude B
         Gutfleischstrasse 1
         35390 Giessen

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Giessen opened bankruptcy proceedings
against Innotive Ltd. on Feb. 24.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         Innotive Ltd.
         Attn: Guido Schneider, Manager      
         Hochstrasse 24
         36341 Lauterbach/Hessen

The administrator can be contacted at:

         Dr. Jan Markus Plathner
         c/o Rae Brinkmann und Kollegen
         Lyoner Strasse 14
         60528 Frankfurt/Main
         Tel: 069/962334
         Fax: 069/96233422


JOHANNSENS RESTAURANTBETRIEBE: Claims Registration Ends April 10
----------------------------------------------------------------
Creditors of Johannsens Restaurantbetriebe GmbH have until
April 10, to register their claims with court-appointed
provisional administrator Dr. Wilhelm Wessel.

Creditors and other interested parties are encouraged to attend
the meeting at 9:40 a.m. on April 21, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Eutin
         Saal E
         1. Stock
         Jungfernstieg 3

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Eutin opened bankruptcy proceedings
against Johannsens Restaurantbetriebe GmbH on March 1.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Johannsens Restaurantbetriebe GmbH
         Attn: Hartmut Arndt, Manager      
         Strandstrasse 150
         23669 Timmendorfer Strand

The administrator can be contacted at:

         Dr. Wilhelm Wessel
         Roeckstrasse 1
         23568 Luebeck


KALLIWODA SHOE: Claims Registration Ends April 10
-------------------------------------------------
Creditors of Kalliwoda Shoe Trading GmbH have until April 10, to
register their claims with court-appointed provisional
administrator Frank Schmitt.

Creditors and other interested parties are encouraged to attend
the meeting at 9:20 a.m. on May 22, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Frankfurt am Main
         Saal 1
         Gebaude F
         Klingerstrasse 20
         60313 Frankfurt am Main

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Frankfurt am Main opened bankruptcy
proceedings against Kalliwoda Shoe Trading GmbH on Feb. 8.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Kalliwoda Shoe Trading GmbH
         Morfelder Landstrasse 109a
         60598 Frankfurt am Main
         Attn: Stephen Kalliwoda, Manager      
         Holderlinstrasse 4
         63303 Dreieich

The administrator can be contacted at:

         Frank Schmitt
         Olof-Palme-Strasse 13
         60439 Frankfurt am Main
         Tel: 069/50986-0
         Fax: 069/50986110


KUECHEN-SCHMID: Claims Registration Ends April 10
-------------------------------------------------
Creditors of Kuechen-Schmid GmbH have until April 10, to
register their claims with court-appointed provisional
administrator Dr. Jorg Nerlich.

Creditors and other interested parties are encouraged to attend
the meeting at 2:45 p.m. on April 12, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Siegen
         Saal 009
         Berliner Strasse 21-22
         57072 Siegen

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Siegen opened bankruptcy proceedings
against Kuechen-Schmid GmbH on March 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be contacted at:

         Kuechen-Schmid GmbH
         Bahnhofstr. 97
         57334 Bad Laasphe
         Attn: Karlheinz Linzer, Manager      
         Berggarten 29
         35288 Wohratal-Langendorf

The administrator can be contacted at:

         Dr. Jorg Nerlich
         Aachener Str. 563-565
         50933 Koln
         Tel: 0221/9408030
         Fax: 0221/9408039


POLSTERLAND WETTRINGEN: Creditors' Meeting Slated for May 3
-----------------------------------------------------------
Court-appointed provisional administrator for Polsterland
Wettringen GmbH & Co KG, Andreas Sontopski, will present his
first report on the Company's insolvency proceedings at a
creditors' meeting at 12:00 noon, on May 3.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Muenster
         Sitzungssaal Saal 13 B
         Gerichtsstr. 2-6
         48149 Muenster

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

Creditors have until April 10, to register their claims with the
court-appointed provisional administrator.

The District Court of Muenster opened bankruptcy proceedings
against Polsterland Wettringen GmbH & Co KG on March 3.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Polsterland Wettringen GmbH & Co KG
         Handelstrasse 2-6
         48493 Wettringen
         Attn: Werner A. Thiele, Manager
         Handelstr. 2
         48493 Wettringen

The administrator can be reached at:

         Andreas Sontopski
         Gnoiener Platz 1
         48493 Wettringen


ROLLIMBI GMBH: Creditors' Meeting Slated for April 10
-----------------------------------------------------
Court-appointed provisional administrator for ROLLIMBI GmbH, Dr.
Christoph Schulte-Kaubruegger, will present his first report on
the Company's insolvency proceedings at a creditors' meeting at
11:45 a.m., on April 10.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Charlottenburg
         Saal 218
         II. Stock
         Amtsgerichtsplatz 1
         14057 Berlin

Creditors have until May 28, to register claims with the court-
appointed provisional administrator.

The Court will also verify the claims set out in the
administrator's report at 11:30 a.m., on July 27, at the same
venue.

The District Court of Charlottenburg opened bankruptcy
proceedings against ROLLIMBI GmbH on March 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         ROLLIMBI GmbH
         Holzhauser Str. 146 a
         13509 Berlin

The administrator can be reached at:

         Dr. Christoph Schulte-Kaubruegger
         Genthiner Str. 48
         10785 Berlin


SHP GMBH: Claims Registration Ends April 11
-------------------------------------------
Creditors of SHP GmbH have until April 11, to register claims
with court-appointed provisional administrator Wilfried Pohle.

Creditors and other interested parties are encouraged to attend
the meeting at 8:40 a.m. on May 19, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Arnsberg
         EG 328
         Eichholzstrasse 4
         59821 Arnsberg

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Arnsberg opened bankruptcy proceedings
against SHP GmbH on March 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         SHP GmbH
         Attn: Reinhard Schafer, Manager      
         Bundesstrasse 98
         59909 Bestwig

The administrator can be contacted at:

         Wilfried Pohle
         Bahnstrasse 1
         34431 Marsberg
         Tel: 02992-973716
         Fax: 02992-973771


TABA TECHNOLOGIE: Claims Registration Ends April 10
---------------------------------------------------
Creditors of TABA Technologie Tanken GmbH have until April 10,
to register their claims with court-appointed provisional
administrator Simona Fix.

Creditors and other interested parties are encouraged to attend
the meeting at 9:20 a.m. on May 17, at which time the
administrator will present her first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Muenchen
         Sitzungssaal 101
         Infanteriestr. 5

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

The District Court of Muenchen opened bankruptcy proceedings
against TABA Technologie Tanken GmbH on Feb. 13.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be contacted at:

         TABA Technologie Tanken GmbH
         Heidemannstrasse 11
         80939 Muenchen

The administrator can be contacted at:

         Simona Fix
         Lindwurmstr. 25
         80337 Muenchen
         Tel: 089/55968820
         Fax: 089/55968855


WESTLB AG: Fitch Affirms Individual Rating at D
-----------------------------------------------
Fitch Ratings affirmed Germany-based WestLB AG's ratings at
Issuer Default A-, Short-term F1, Individual D and Support 1,
following the publication of the bank's 2005 results.  The
Issuer Default rating Outlook remains Stable.  The bank's
guaranteed obligations are also affirmed at Long-term AAA and
Short-term F1+.

The Issuer Default, Short-term and Support ratings are driven by
the potential of support from its owners in case of need.  They
reflect the bank's ownership structure and the nature of its
relationship with its owners, in particular, with the state of
North-Rhine Westphalia.  

Despite the announcement by NRW that it might sell its stake in
the medium term, Fitch expects implicit support to remain
strong, with increased involvement of the bank in its region.

The F1 Short-term rating is one notch higher than is normally
implied by its Issuer Default rating floor, reflecting Fitch's
opinion that the high proportion of guaranteed debt in WestLB
AG's balance sheet increases the guarantors' propensity to
support the bank over the short to medium term.  As
'grandfathered' obligations mature, this incentive will
disappear.

The bank's Individual rating reflects continued poor underlying
profitability, moderate risk profile and sound capitalization.
Although provisionally reported pre-tax profit in 2005 rose to
EUR604 million, it included non-recurring costs of EUR46 million
and benefited from non-recurring gains from the sale of
securities and participations as well as net releases of loan
loss provisions.

In addition, using German Accounting Standards the reported pre-
tax profit will be EUR105 million less than that presented by
the bank so far.

Fitch has adjusted WestLB AG's 2005 provisionally reported pre-
tax profit to take into account of the non-recurring nature of
these items and has calculated an adjusted pre-provisioning
operating profit of EUR156 million.  If management's estimation
of normalized risk costs had been incurred in 2005, the bank
would have reported an operating loss.

The German economy seems to be recovering and this should
generally be helpful for the banking sector and keep risk costs
below average in the near-term.  However, Fitch considers that
WestLB AG's core operating profit will not recover at least for
some time to a level that will enable it to cover higher risk
costs and report sustainable profitability in line with its
domestic and international peers.

WestLB AG remains a bank in transition.  Successful measures
have been taken since the arrival of a new management team in
January 2004 to improve WestLB AG's risk management, repair its
balance sheet through capital injections, manage down risks,
including the disposal of non-core assets and reduce its heavy
cost base.

In 2004, a new strategy was implemented aimed at restoring the
bank's profitability by focusing on the bank's regional roots
and developing cooperation with its indirect owners, the
regional savings banks.  

Initial progress from cooperation with the savings banks to date
has been encouraging, but revenues from this source have as yet
been limited.  Other initiatives include expansion of private
banking activities, rebuilding an investment banking capability
and broadening its product offering on a countrywide basis.

While measures to improve revenues have not fed through yet,
operating costs, although declining, still remain very high, a
structural feature of many German banks.  Fitch considers that
significant challenges remain and that it will be some time
before the success of the bank's new strategy can be determined.

The Long-term and Short-term ratings for WestLB AG's guaranteed
obligations reflect the grandfathering of the state guarantee,
Gewaehrtraegerhaftung, and Fitch's AAA rating for NRW.

Guaranteed obligations are those entered into prior to
July 18, 2001 and those incurred in the transition period and
maturing before end-2015.  Since July 19, 2005, newly issued
obligations no longer benefit from any state guarantee.

WestLB AG's main shareholders are the two savings bank
associations in NRW, the state of NRW, two regional associations
and NRW.BANK, which is in turn 64.7%-owned by NRW.

WestLB AG has informed Fitch that it wishes to terminate its fee
arrangement with Fitch.  Therefore, when the current fee
arrangement with the bank expires on Aug. 16, 2006, Fitch will
continue to maintain existing ratings coverage at its own
initiative.


WILHELM JAEGER: Creditors' Meeting Slated for April 25
------------------------------------------------------
Court-appointed provisional administrator for Wilhelm Jaeger
GmbH & Co KG Strassen- und Tiefbau, Rolf Otto Neukirchen, will
present his first report on the Company's insolvency proceedings
at a creditors' meeting at 1:00 p.m., on April 25.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Essen
         Saal 293
         2. OG
         Zweigertstr. 52
         45130 Essen

The Court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee or opt to appoint a new
insolvency manager.

Creditors have until April 10, to register their claims with the
court-appointed provisional administrator.

The District Court of Essen opened bankruptcy proceedings
against Wilhelm Jaeger GmbH & Co KG Strassen- und Tiefbau on
March 1.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Wilhelm Jaeger GmbH & Co KG Strassen- und Tiefbau
         Attn: Mattias Jaeger, Manager
         Theodor-Otte-Str. 146
         45897 Gelsenkirchen
                  
The administrator can be reached at:

         Rolf Otto Neukirchen
         Zweigertstr. 28-30
         45130 Essen
         Tel: (0201) 438740
         Fax: +492014387479


=============
I R E L A N D
=============


FULFLEX INTERNATIONAL: Eyes Job Cuts in Limerick Facility
---------------------------------------------------------
Fulflex International Co. plans to reduce its Limerick
operations and transfer production abroad to take advantage of
lower labor costs, according to published reports.

The planned job cuts, which affect 108 employees, are prompted
by:

   -- a huge reduction in global elastic selling prices;

   -- an increase in labor and manufacturing costs in Ireland;
      and

   -- a strong euro compared to the US dollar.

The U.S. elastic products maker will discuss severance package
details with its employees.  It plans to keep only 16 staff to
look into its Limerick facility.  

The Company, established in 1969, intends to cease manufacturing
on May 5.

Headquartered in Galvone, Limerick, Fulflex International Co. --
http://www.fulflex.com/-- manufactures natural and synthetic  
rubber and elastic tapes, threads, sheets and rings for
personnel care products.  These products include baby diapers
and adult incontinent products, a diverse range of consumer
products from golf balls to toys, a wide range of textile
apparel products and medical and healthcare products including
tourniquets, bandages, athletic and therapy bands, and
disposable protective clothing.   


=========
I T A L Y
=========


BANCA POPOLARE: Plans to Merge Units & Sell EUR1.5-Bln in Assets
----------------------------------------------------------------
Banca Popolare Italiana Scrl unveiled plans to sell up to EUR1.5
billion in non-strategic assets consisting of:

   -- EUR1 billion worth in business stakes;
   -- EUR300 million in real estate value; and
   -- EUR200 million of bad loans,

for the next three years, as detailed in its 2006-2009 business
plan.

In addition, the Italian bank's Board of Directors accepted
plans to merge two separately-listed units -- Reti Bancarie and
Bipielle Investimenti -- into the parent company during an
extraordinary shareholders' meeting in July.

A spokesman for the bank told Reuters that the merger would lead
to a delisting of their respective shares from the Milan stock
exchange.

Chief Executive Officer Divo Gronchi is reorganizing the bank to
repair its finances after last year's failed bid for Padua-based
rival Banca Antonveneta SpA and the arrest of previous CEO
Gianpiero Fiorani and other executives for alleged breaches of
securities laws, Alina Trabattoni writes for Bloomberg News in
Rome.

According to MarketWatch, Popolare Italiana also plans to
further strengthen its ties with its consumer credit unit
Bipielle Ducato and its unlisted merchant bank Efibanca SpA.  It
plans to double its 2009 net commissions to EUR618 million from
EUR300 million in 2005.  The bank reported a EUR744 million net
loss in 2005.

Headquartered in Lodi, Italy, Banca Popolare Italiana attracts
deposits and offers commercial banking services.  The Bank
offers securities brokerage, asset management, mortgage loans,
insurance, lease financing and treasury services and manages
mutual funds.  Through a subsidiary, Banca Popolare Italiana
offers merchant banking services and medium- and long-term
lending.

                        *     *     *

As reported in TCR-Europe on April 3, Fitch Ratings downgraded
Banca Popolare Italiana's Issuer Default and Short-term ratings
to BBB from BBB+ and F3 from F2 respectively.  Its Individual
and Support rating are affirmed at C and 3 respectively.  Its
senior debt and trust preferred stock are also downgraded to BBB
and BB+ respectively from BBB+ and BBB-.  The Issuer Default,
Short-term and Individual ratings are removed from Rating Watch
Negative.  A Stable Outlook is assigned for the Issuer Default
rating.


===================
K A Z A K H S T A N
===================


AK JOL: Jambyl Court Opens Bankruptcy Proceedings
-------------------------------------------------
The Specialized Inter-Regional Economic Court of Jambyl Region
commenced bankruptcy proceeding against LLP Ak Jol Shusk
district on Jan. 23, 2006.


ALDI-SEVER: Creditors Must File Claims by April 14
--------------------------------------------------
LLP Aldi-Sever has declared insolvency.  Creditors have until
April 14, to submit written proofs of claim to:

          Petropavlovsk, M.Auezova Str. 150-38
          North Kazakhstan Region


ALFA-SHIT-H: Creditors Must File Claims by April 14
---------------------------------------------------
LLP Alfa-Shit-H has declared insolvency.  Creditors have until
April 14, to submit written proofs of claim to:

          Jamakaeva Str. 202
          Almaty


ARMAN-T: Creditors Must File Claims by April 14
-----------------------------------------------
LLP Arman-T has declared insolvency.  Creditors have until
April 14, to submit written proofs of claim to:

          Jambyl Str. 169-44
          Almaty
          Tel: 8 (3272) 25-11-62


DOROJNIK: Creditors Must File Claims by April 14
------------------------------------------------
LLP Dorojnik filed for bankruptcy with the Specialized Inter-
Regional Economic Court of Mangistau Region on Jan. 18.

Creditors have until April 14, to submit written proofs of claim
to:

          Micro District 26, 28-22
          Aktau
          Tel: 8 (3292) 41-60-63 or 41-59-84


FEMIDA: Creditors Must File Claims by April 14
----------------------------------------------
LLP Femida has declared insolvency.  Creditors have until
April 14 to submit written proofs of claim to:

          Uralsk, Plyasunkova Str. 180-6
          West Kazakhstan Region


GLOBAR DISTRIBUTORS: Creditors Must File Claims by April 14
-----------------------------------------------------------
LLP Globar Distributors has declared insolvency.  Creditors have
until April 14, to submit written proofs of claim to:

          Kabanbai Batyr Str. 52
          Almaty


OSEN-2003: Kostanai Court Opens Bankruptcy Proceedings
------------------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai Region
commenced bankruptcy proceeding against LLP Osen-2003 on Feb. 1.

CONTACT:  The Specialized Inter-Regional
          Economic Court of Kostanai Region
          Kostanai, Baitursynova Str. 70


VESTA TDK: Creditors Must File Claims by April 10
-------------------------------------------------
LLP Vesta TDK filed for bankruptcy with the Specialized Inter-
Regional Economic Court of Almaty Region on Dec. 23, 2005.

Creditors have until April 10, to submit written proofs of claim
to:

          Maulenova Str. 92
          Almaty


ZAN: Kostanai Court Opens Bankruptcy Proceedings
------------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai Region
commenced bankruptcy proceeding against LLP Legal Agency Zan on
Feb. 1, 2006.

CONTACT:  The Specialized Inter-Regional
          Economic Court of Kostanai Region
          Kostanai, Baitursynova Str. 70


=====================
N E T H E R L A N D S
=====================


AURELIA ENERGY: Moody's Downgrades Corp. Family Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Aurelia
Energy N.V. and its subsidiaries (together Bluewater) based on a
weakened financial profile resulting from substantially
increased debt levels following acquisitions and the expectation
of continued debt-financed capital investment.

Ratings downgraded:

   -- Aurelia Energy N.V., Corporate Family Rating, downgraded
      to Ba3 from Ba2, negative outlook

   -- Bluewater Holding B.V., Senior Secured Debt Rating,
      downgraded to Ba3 from Ba1, negative outlook

   -- Bluewater Finance Ltd, Senior Unsecured Debt Rating,
      downgraded to B2 from B1, negative outlook.

Moody's last rating action on Bluewater was to place all ratings
under review for possible downgrade on March 8, 2006.  The
rating actions mark the conclusion of this review process.

Bluewater's recently filed Form 20-F for full-year 2005 revealed
weakened debt protection metrics, with Total Adjusted
Debt/EBITDA exceeding 5x and Retained Cash Flow/Total Adjusted
Debt of 7%.  Debt levels have increased again in the current
year, with the acquisition of the Hanne Knutsen shuttle tanker
for US$129.5 million taking place in February 2006.

On March 31, 2006, Bluewater said that it had entered into a
contract with Nexen Petroleum UK Ltd with respect to the
provision and operation of an FPSO for production on the Ettrick
Field on the UK Continental Shelf.  This project will involve
the conversion of the Aoka Mizu hull already owned by the
company into an FPSO, which will operate in the North Sea for an
initial term of five years.

The conversion of the hull is expected to take approximately two
years, and will be part-funded with internally generated cash
flow and the balance with additional debt.  As a consequence,
Moody's expects Bluewater to remain substantially free cash flow
negative over the medium term as capital expenditure continues
to considerably exceed retained cash flow.

The rating agency says the negative outlook reflects greater
execution risks over the next 18 months to two years associated
with the investment in the Aoka Mizu, given the inherent risk of
cost overruns and delays in the development and modification of
FPSOs, and Bluewater's experience of budget overruns in the
past.  In addition, Moody's believes it is possible that the
company will seek to maximize its growth potential from the
currently favorable operating conditions in the FPSO market
through opportunistic acquisitions of additional capacity,
although no such acquisitions are currently planned.

The equalization of the Senior Secured Debt Rating with the
Corporate Family Rating reflects the increase in secured bank
debt such that it now forms the bulk of debt within the group.  
The Senior Unsecured Debt Rating of Bluewater Finance Ltd
relates to the 10.25% Senior Notes due 2012, which are rated two
notches below the Corporate Family and Senior Secured Ratings,
reflecting their subordination to the substantial secured debt
which ranks ahead of them.

Aurelia Energy N.V. is the holding company of Bluewater Holding
B.V., which is in turn the holding company of Bluewater Finance
Limited.


BLUEWATER FINANCE: Moody's Cuts Sr. Unsecured Debt Rating to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Aurelia
Energy N.V. and its subsidiaries (together Bluewater) based on a
weakened financial profile resulting from substantially
increased debt levels following acquisitions and the expectation
of continued debt-financed capital investment.

Ratings downgraded:

   -- Aurelia Energy N.V., Corporate Family Rating, downgraded
      to Ba3 from Ba2, negative outlook

   -- Bluewater Holding B.V., Senior Secured Debt Rating,
      downgraded to Ba3 from Ba1, negative outlook

   -- Bluewater Finance Ltd, Senior Unsecured Debt Rating,
      downgraded to B2 from B1, negative outlook.

Moody's last rating action on Bluewater was to place all ratings
under review for possible downgrade on March 8, 2006.  The
rating actions mark the conclusion of this review process.

Bluewater's recently filed Form 20-F for full-year 2005 revealed
weakened debt protection metrics, with Total Adjusted
Debt/EBITDA exceeding 5x and Retained Cash Flow/Total Adjusted
Debt of 7%.  Debt levels have increased again in the current
year, with the acquisition of the Hanne Knutsen shuttle tanker
for US$129.5 million taking place in February 2006.

On March 31, 2006, Bluewater said that it had entered into a
contract with Nexen Petroleum UK Ltd with respect to the
provision and operation of an FPSO for production on the Ettrick
Field on the UK Continental Shelf.  This project will involve
the conversion of the Aoka Mizu hull already owned by the
company into an FPSO, which will operate in the North Sea for an
initial term of five years. \

The conversion of the hull is expected to take approximately two
years, and will be part-funded with internally generated cash
flow and the balance with additional debt.  As a consequence,
Moody's expects Bluewater to remain substantially free cash flow
negative over the medium term as capital expenditure continues
to considerably exceed retained cash flow.

The rating agency says the negative outlook reflects greater
execution risks over the next 18 months to two years associated
with the investment in the Aoka Mizu, given the inherent risk of
cost overruns and delays in the development and modification of
FPSOs, and Bluewater's experience of budget overruns in the
past.  In addition, Moody's believes it is possible that the
company will seek to maximize its growth potential from the
currently favorable operating conditions in the FPSO market
through opportunistic acquisitions of additional capacity,
although no such acquisitions are currently planned.

The equalization of the Senior Secured Debt Rating with the
Corporate Family Rating reflects the increase in secured bank
debt such that it now forms the bulk of debt within the group.  
The Senior Unsecured Debt Rating of Bluewater Finance Ltd
relates to the 10.25% Senior Notes due 2012, which are rated two
notches below the Corporate Family and Senior Secured Ratings,
reflecting their subordination to the substantial secured debt
which ranks ahead of them.

Aurelia Energy N.V. is the holding company of Bluewater Holding
B.V., which is in turn the holding company of Bluewater Finance
Limited,.

Based in Hoofddorp, the Netherlands, Bluewater is a privately
owned, specialized oil services company which owns and operates
floating, production, storage and offloading vessels, and
provides single point mooring systems to the oil industry.

In the year to December 2005, Bluewater generated a reported
operating profit of approximately US$68 million from revenues of
US$399 million.


KONINKLIJKE AHOLD: Board Names J. Alvarez Stop & Shop/Giant CEO
---------------------------------------------------------------
The Corporate Executive Board of Koninklijke Ahold NV appointed
Jose Alvarez as President and Chief Executive Officer of the
Stop & Shop/Giant-Landover arena.

Mr. Alvarez, who joined the company in 2001, was previously
Executive Vice President of Supply Chain and Logistics at Stop &
Shop/Giant-Landover.  He has also served as the arena's Senior
Vice President Logistics and Vice President Strategic
Initiatives.  Marc Smith, who announced his decision to retire
as CEO of the arena in February 2006, will work closely with
Alvarez over the next month as he makes the transition into his
new role.  Mr. Alvarez has over 15 years experience in the
supermarket industry and has held management positions in a
variety of functional areas.

Before joining Stop & Shop/Giant-Landover in 2001, Mr. Alvarez
worked with Shaw's Supermarkets, where his positions included
Vice President of Grocery Merchandising.  He also worked at
American Stores Company and its subsidiary Jewel Food Stores,
where his posts included Director of Market Research, Category
Manager Produce, store management positions and assignments in
developing strategic initiatives.  Mr. Alvarez holds a
bachelor's degree from Princeton University and an MBA from the
University of Chicago.

"I'm very pleased that we are promoting Jose to the President
and CEO position, as I believe his strategic planning skills and
breadth of functional experience make him the right person to
lead the arena," said Ahold's President and Chief Executive
Officer Anders Moberg.

"Jose has a track record of delivering results by reinventing
the way we do business.  He has taken responsibility for
difficult projects involving large-scale change and has
successfully led the management teams, which have completed
those projects.  I'm confident that he will successfully manage
the repositioning of Stop & Shop/Giant-Landover to enhance our
market position in this arena."

                      About the Company

Koninklijke Ahold NV -- http://www.ahold.com/-- retails food  
through supermarkets, hypermarkets and discount stores in North
and South America, Europe and Asia.  The company's chain stores
includes Stop & Shop, Giant, TOPS, Albert Heijn and Bompreco.
Ahold also supplies food to restaurants, hotels, healthcare
institutions, government facilities, universities, stadiums, and
caterers.

                    Restructuring Program

In 2003, Ahold admitted a US$500 million overstated EBITDA at
its U.S. foodservice distribution arm, requiring restatement of
financial accounts for 2002 and previous years.  In November
that year, it announced a three-year 'Road to Recovery' program
that includes:

   -- a EUR2.5 billion rights issue,
   -- EUR300 million,
   -- US$1.45 billion backup credit facilities, and
   -- at least EUR2.5 billion in asset sales.

The program was aimed at returning the company to investment
grade by end of 2005.

                        *     *     *

Moody's Investors Service and Standard and Poor's has assigned
low-B ratings to the company's 5.625% senior notes due 2007.
Also, the company's 5.875% senior unsubordinated notes due 2008
and 6.375% senior unsubordinated notes due 2007 carry Moody's,
S&P's and Fitch's low-B ratings.


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


ALEKSEEVSKOYE: Deadline for Proofs of Claim Set for April 11
------------------------------------------------------------
Creditors of Alekseevskoye have until April 11, to submit their
proofs of claim to court-appointed insolvency manager at:

         Office 14, Zavrazhnova Str. 5
         Ryazan Region, Russia  

The Arbitration Court of Ryazan Region commenced bankruptcy
proceedings against the close joint stock company with the case
docketed as A54-9352/2006 S6.

The Debtor can be reached at:

         Alekseevskoye
         Alekseevo, Klepikovskiy Region
         Ryazan Region, Russia


IRTYSHSKOE: Court Names A. Kuzmin Interim Insolvency Manager
------------------------------------------------------------
The Arbitration Court of Osmk Region appointed Mr. A. Kuzmin as
temporary insolvency manager for OJSC Irtyshskoe.

The Court commenced bankruptcy supervision procedure on the open
joint stock company with the case docketed as K/E-272/05.

The Debtor can be reached at:

         Irtyshskoe
         10 Let Oktyabrya Str. 203V
         644019, Osmk Region, Russia

The insolvency manager can be reached at:

         A. Kuzmin
         Office 58, K. Marksa Str. 34A
         644042, Osmk Region, Russia


KRASNOKHOLMSKOYE REPAIR: Bankruptcy Hearing Set for May 24
----------------------------------------------------------
The Arbitration Court of Tver Region will convene at 10:40 a.m.,
on May 24, to hear the bankruptcy supervision procedure on open
joint stock company Krasnokholmskoye Repair Technical Enterprise
(TIN 6928001030).  The case is docketed as A66-17325/2005.

Mr. O. Dronov has been appointed temporary insolvency manager.

The Debtor can be reached at:

         Krasnokholmskoye Repair Technical Enterprise
         Krasnyj Kholm, Novopromyshlennaya Str. 14
         171661, Tver Region, Russia

The insolvency manager can be reached at:

         O. Dronov
         Post User Box 4299
         170042, Tver Region, Russia


MONOLITH: Claims Filing Period Ends April 18
--------------------------------------------
Creditors of Monolith have until April 18, to file their proofs
of claim to court-appointed insolvency manager Mr. Zh. Balkizov
at:

         Germenchik, Kashirgova Str. 66
         361300, Kabardino-Balkariya Republic
         Russia

The Arbitration Court of Kabardino-Balkariya Republic has
commenced bankruptcy supervision procedure on the limited
liability company with the case docketed as A20-7680/2005.

The Debtor can be reached at:

         Monolith
         Kabardino-Balkariya Republic
         Russia


NEW TECHNOLOGIES: Appoints T. Shnayder Insolvency Manager
---------------------------------------------------------
The Arbitration Court of Yamalo-Nenetskiy Autonomous Region
appointed Ms. T. Shnayder insolvency manager of New Technologies
Plus.

The Court commenced bankruptcy proceedings against the close
joint stock company with the case docketed as A81-2133/108B-04.

The Debtor can be reached at:

        New Technologies Plus
        Apartment 11, Noyabrsk, Lenina Str. 58
        629802, Yamalo-Nenetskiy Autonomous Region, Russia

The insolvency manager can be reached at:

        T. Shnayder
        Office 51, Noyabrsk, Respubliki Str. 29
        629802, Yamalo-Nenetskiy Autonomous Region, Russia


NOVOROSSIYSKAYA: Bankruptcy Hearing Slated for April 25
-------------------------------------------------------
The Arbitration Court of Krasnodar Region will convene at 11
a.m., on April 25, to hear the bankruptcy supervision procedure
on open joint stock company Novorossiyskaya Auto-Column #1490.  

The case is docketed as A-32-22899/2005-1/330.

Creditors are requested to submit their proofs of claim to
court-appointed insolvency manager Ms. O. Denisova at:

         Uralskaya Str. 134
         350059, Krasnodar Region, Russia  

The Debtor can be reached at:

         Novorossiyskaya Auto-Column #1490
         Kunikova Str. 47
         Novorossiysk Region, Russia  


PERM-STROY-OPT-TORG: Bankruptcy Hearing Slated for May 31
---------------------------------------------------------
The Arbitration Court of Perm Region will convene at 2:00 p.m.,
on May 31, to hear the bankruptcy supervision procedure on open
joint stock company Perm-Stroy-Opt-Torg.  The case is docketed
as A50-44834/2005-B.

Creditors are requested to submit their proofs of claim to
court-appointed insolvency manager Ms. V. Pototskaya at:

         Office 60
         Svyazistov Str. 24
         614094, Perm, Russia  

The Debtor can be reached at:

         Perm-Stroy-Opt-Torg
         Naberezhnaya Str. 10
         614000, Perm Region, Russia


SMOLENSKAYA: Creditors Have Until April 11 to File Claims
---------------------------------------------------------
Creditors of Smolenskaya have until April 11, to file their
proofs of claim to court-appointed insolvency manager Mr. V.
Fomin at:

         Gagarina Pr. 10/2
         214000, Smolensk Region, Russia
         Tel/Fax: (0812) 38-08-94

The Arbitration Court of Smolensk Region commenced bankruptcy
proceedings against the limited liability company with the case
docketed as A62-2788/2005 (683-N/05).

The Debtor can be reached at:

         Smolenskaya
         Chaplina Str. 12
         214014, Smolensk Region, Russia


TVERSKAYA: Claims Filing Period Ends April 11
---------------------------------------------
Creditors of Tverskaya have until April 11, to submit their
proofs of claim to the court-appointed insolvency manager at:

        Post User Box 619
        170006, Tver Region, Russia

The Arbitration Court of Tver Region commenced bankruptcy
proceedings against the limited liability company with the case
docketed as A66-3383/2005.

The Debtor can be reached at:

         Tverskaya
         Belyakovskiy Per. 46A
         Tver Region, Russia


URAL-GAS-STROY: Bankruptcy Hearing Slated for April 21
------------------------------------------------------
The Arbitration Court of Perm Region will convene on April 21,
to hear the bankruptcy supervision procedure on limited
liability company Ural-Gas-Stroy.  The case is docketed as A50-
47639/2005-B.

Creditors are requested to submit their proofs of claim to
court-appointed insolvency manager Mr. A. Sergeev at:

         Berezniki, Kotovskogo Str. 23
         618404, Perm Region, Russia

The Debtor can be reached at:

         Ural-Gas-Stroy
         Berezniki, Kotovskogo Str. 23
         Perm Region, Russia


YUKOS OIL: Board Names Vasily Aleksanyan Executive VP
-----------------------------------------------------
The Board of Directors of Yukos Oil Company endorsed the
appointment of Vasily Aleksanyan as the Company's Executive Vice
President at a meeting on April 4.

Mr. Aleksanyan has been appointed as the primary Company officer
in Moscow responsible for cooperation between the Company and
the court-appointed bankruptcy observer during the period of
observation.  During this period, Mr. Aleksanyan will be looking
to represent management in protecting the interests of the
various stakeholders, including creditors and shareholders, and
in ensuring that all Company assets are fully protected.  

"It is the Company's hope that Mr. Aleksanyan will not be unduly
prevented from carrying out this very important task for all
concerned," Yukos said.

The Company's Board of Directors expressed its full endorsement
of Mr. Aleksanyan's position and confirmed again their support
for the senior management team of YUKOS Oil Company.

Headquartered in Moscow, Russia, Yukos Oil Company --
http://yukos.com/-- is an open joint stock company existing   
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to
enjoy certain rights to oil and gas production, refining and
marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
after, its main production unit Yugansk, was sold by the
government to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

Roughly a year after the U.S. Bankruptcy Court dismissal, a
consortium of 14 bank lenders led by Societe Generale SA, filed
a new bankruptcy suit in the Moscow Arbitration Court on
March 10 in an attempt to recover the remainder of a US$1
billion debt under outstanding loan agreements.


=========
S P A I N
=========


SAEZ MERINO: Eyes Subcontractors in New Business Strategy
---------------------------------------------------------
Saez Merino is looking for potential subcontractors to handle
all of its production activities as it reorients itself as a
fashion retailer, Rosa Biot writes for El Pais.

According to the report, the new strategy will focus on the
Spanish textile company's exporting business, which covers 44%
of its sales.  It singled out the United States and Japan as its
key markets.  The company intends to reduce 654 of its 913 staff
to carry out its new plan.

In September 2004, the textile group has shut down four of its
eight production plants in Spain leaving 542 workers jobless.

Headquartered in Valencia, Spain, Saez Merino --
http://www.saezmerino.es/-- manufactures the Lois, Cimarron,  
Caster and Caroche brands.  In 2004, the company expected
financial losses after a fall in profits of more than 70% in
2003, to EUR2.47 million.  Parts of these losses were caused by
a 30% fall in exports to the U.S. market due to the strong euro.  

The Company applied for insolvency proceedings on Feb. 1 citing
its inability to pay certain debts.


TERRA MITICA: Gives Creditors Three Options to Resolve Claims
-------------------------------------------------------------
Creditors owed money by Terra Mitica, are given three options to
resolve their claims in the Company's insolvency proceedings, J.
Brines writes for the Expansion.

According to the report, creditors can either:

   a) write off 50% of their loans, with payment of the       
      remainder due by Dec. 1, and the possibility of additional
      recompense coming from the sale of land bordering on the
      park;

   b) exchange the debt for Terra Mitica shares or write off
      20% of the debt; or

   c) receive 40% of their claim in the near future and another
      40% after five years.

Among its shareholders, Bancaja and CAM Savings Banks, which
holds a 20% stake of the company, opted for the second option.  
However, the court clarifies that the insolvency proceedings
will only be lifted if 75% of its creditors agree to one of the
three options by April 7.  If not, the deadline will be extended
to mid-May, with 66.6% acceptance required.

Headquartered in Benidorm, Spain, Terra Mitica --
http://www.terramiticapark.com/-- operates a theme park.  It  
filed for insolvency in May 2004 after accumulating EUR218
million in debts.


=====================
S W I T Z E R L A N D
=====================


SWISS INTERNATIONAL: Closes US$343 Million Refinancing Deal
-----------------------------------------------------------
SWISS International closed on a major refinancing deal with a
syndicate of international banks in its long-haul fleet on March
21 in a move to further improve its finance costs, Hugin
reports.

The bank syndicate, which includes DVB Bank, Calyon, Investec,
KfW IPEX-Bank, NordLB and WestLB, refinanced five Airbus A340
aircraft, which were built and delivered between June 2003 and
May 2004.

The US$343 million transaction has a ten-year term and benefits
from improving conditions as the SWISS integration into the
Lufthansa Group progresses.

"We are extremely pleased by the positive response to the SWISS
- Lufthansa integration and how the financial community has
reacted to this," says Ulrik Svensson, SWISS Chief Financial
Officer.  "This A340 refinancing makes a valuable contribution
to our overall cost reduction efforts."

CONTACT:  Swiss International
          Corporate Communications
          Tel: +41 (0) 848 773 773
          Fax: +41 61 582 35 54
          E-mail: communications@swiss.com   
          Web site: http://www.swiss.com/   


===========
T U R K E Y
===========


FINANSBANK A.S.: Sells 46% Stake to Greek Bank for EUR2.3 Bln
-------------------------------------------------------------
Finansbank A.S., Turkey's fifth largest bank by assets, will
sell 46% of its shares and 100% of its founders' shares to The
National Bank of Greece for EUR2.3 billion.

NBG Chief Executive Officer Takis Arapoglou and Finansbank
Chairman and founder Husnu Ozyegin signed the sale contract in
Athens Monday, Cihan News Agency relates.

NBG intends to launch a mandatory offer for the remaining
ordinary shares held by the minority shareholders of Finansbank
in the second half of 2006, following receipt of the required
regulatory approvals including the Turkish Banking Regulatory
and the Bank of Greece.  

If NBG acquires less than a 4.01% additional stake (38 million
Tradeable Shares) of the Ordinary Shares through the Mandatory
Offer, FIBA Holding and its affiliates have agreed to sell to
NBG sufficient Ordinary Shares such that NBG will achieve a
50.01% ownership position in Finansbank upon completion of the
Mandatory Offer.  NBG expects the mandatory offer to complete in
October.

FIBA Holding will retain a residual stake of 9.7% in Finansbank,
subject to any additional shares sold to NBG in order for NBG to
achieve a 50.01% stake in Finansbank upon completion of the
transaction.  This residual stake will be subject to put and
call arrangements with FIBA Holding starting in 2008 for two
years, including a performance-based option price.

Mr. Ozyegin will keep a minority stake in the Company and will
continue in his role as Finansbank chairman.  In addition, the
management team of Finansbank will continue to manage Finansbank
post the completion of this transaction.

At closing, which is expected to occur in mid-July, FIBA Holding
will purchase from Finansbank its International Operations
including:

   -- 41.8% of Finansbank Romania S.A.; and

   -- 100% of Finans International Holding N.V., which comprises
      subsidiaries in Russia, Switzerland, the Netherlands and a
      40% interest in Finansbank Romania S.A.,

for a purchase price of EUR479 million (US$580 million).

Finansbank will retain ownership of Finansbank Malta Ltd., a
corporate banking business used to support Finansbank's Turkish
banking operations.

                       Rights Offer

NBG intends to launch a EUR3 billion rights offer in June,
subject to shareholders' approval, in order to assist in the
financing of the transaction.  NBG said it has received a pre-
underwriting commitment in respect of the full amount of the
Rights Offering from a group of international banks.

Credit Suisse and Goldman Sachs are acting as joint financial
advisors to NBG.  Freshfields Bruckhaus Deringer and Pekin &
Bayar are acting as legal counsel to NBG.

Morgan Stanley is acting as financial advisor to FIBA Holding
and its affiliates.  Verdi ve Yazici is acting as legal counsel
to FIBA Holding.

                        About NBG

Headquartered in Athens, Greece, National Bank of Greece, the
oldest and largest among Greek banks, provides investment
banking services, brokerage, insurance, asset management,
leasing and factoring.

                    About Finansbank

Headquartered in Turkey, Finansbank is the fifth largest private
bank Turkey according to its 2005 consolidated asset size of
US$14 billion.  On top of its banking operations in Turkey,
Finansbank has an extensive international banking network with
its subsidiaries in the Netherlands, Switzerland, Romania Russia
and Malta.  Finansbank provides a wide range of products and
services from commercial banking to private banking and
investment banking.  Finansbank with its staff of 10,300 people
operates in 12 countries with 287 branches.

                        *     *     *

Finansbank carries Moody's Investors Service's D+ financial
strength rating, and Fitch's BB- long-term foreign and local
currency ratings since May 2004.


FINANSBANK: Fitch Places BB- on Local Currency IDR
--------------------------------------------------
Fitch Ratings placed Turkey-based Finansbank's Local Currency
Issuer Default Rating BB-, National Long-term rating A and
Support Rating 4 on Rating Watch Positive.  Its other ratings
are affirmed at Foreign Currency IDR BB- with Positive Outlook,
Short-term B and Individual C/D.

Fitch also affirmed National Bank of Greece's ratings at IDR A-
with Stable Outlook, Short-term F2, Individual B/C and
Support 2.

The rating actions follow NBG's announcement on April 3, that it
has signed an agreement to acquire a 46% controlling stake in
FB.  The RWP reflects Fitch's belief that there is a high
propensity for NBG to support Finansbank should the need arise.  

However, the ability to do so could be constrained by Turkey's
BB-, which has led to the Foreign Currency IDR being affirmed.
Upon regulatory approvals, NBG will make an offer to minority
shareholders - in line with the Turkish law - to purchase a
maximum of around 90% of FB's share capital.  NBG estimates the
acquisition to be finalized by Q306, upon which the RWP will be
resolved.

The acquisition of an around 90% stake in FB, which according to
NBG is the most likely scenario, is valued at EUR4.1 billion, of
which around EUR3 billion relates to goodwill.  This transaction
is going to be mostly funded by a share capital increase of EUR3
billion, subject to NBG shareholders' approval in April 2006.
Under these assumptions and following the completion of the
acquisition, NBG expects the new group's Tier 1 capital ratio to
be around 11%.

FB will be by far the most important operation of NBG,
accounting for around 20% of its assets.  It should provide NBG
with the opportunity to expand its retail banking franchise in
Turkey, where credit demand is rising rapidly from low levels
amid continued improvements in the Turkish economy.

FB is a well performing bank, with sound management,
satisfactory asset quality and adequate capital.  In line with
this, Fitch does not anticipate any significant deterioration in
NBG's overall performance and asset quality.

However, the agency notes that Turkey's volatile operating
environment heightens NBG's risk profile and earnings
vulnerability.

Furthermore, FB's international operations, which have been an
important contributor to pre-tax profits, are excluded from the
acquisition agreement.  NBG plans to retain FB's current
chairman and management as well as its well-recognized brand
name.

While FB is likely to bring business and revenue generation
opportunities, NBG will face acquisition and integration risks
as well as the challenge of maintaining FB's sound profitability
without the aid of its international operations.

However, Fitch takes some comfort from NBG's previous experience
in bank acquisitions in the less developed neighboring Southeast
European countries and good economic prospects in Turkey for
2006.

Fitch will closely monitor further developments.  Downside risk
to NBG's ratings could arise from higher-than-expected
integration risk and the unwillingness to raise capital to fund
the acquisition, which would erode NBG's capital base.  

In Fitch's view, NBG's post-acquisition capital ratios should
remain relatively high to reflect the sizeable share of non-
investment grade assets on NBG's post-acquisition balance sheet
as well as continued strong credit growth in and outside Greece.

NBG, established in 1841, is the largest bank in Greece by total
assets, offering a full range of banking services.  At end-2005,
the group had 570 domestic banking branches and 21,581 staff.

FB is the fifth largest privately owned commercial bank in
Turkey in terms of assets.  It was established in 1987 as a
wholesale and investment bank but has since diversified into
SME, consumer and credit card lending.  It has approximately 200
branches.


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


BILA TSERKVA': Kyiv Court Opens Bankruptcy Proceedings
------------------------------------------------------
The Economic Court of Kyiv Region commenced bankruptcy
proceedings against OJSC Bila Tserkva' Mechanical Plant (code
EDRPOU 00152454) on Feb. 20, after finding the company
insolvent.  The case is docketed as 275/3 b-05.

Mr. Sergij Kitsul has been appointed Liquidator/Insolvency
Manager.

CONTACT:  OJSC Bila Tserkva' Mechanical Plant
          09114, Ukraine, Kyiv Region
          Bila Tserkva, Levanevskij Str. 87

          Mr. Sergij Kitsul
          Liquidator/Insolvency Manager
          Liskivska Str. 28/15
          02097, Ukraine, Kyiv Region

          Economic Court of Kyiv Region
          Komintern Str. 165
          01032, Ukraine, Kyiv Region


DOLINA-AGRO: Poltava Court Starts Bankruptcy Supervision
--------------------------------------------------------
The Economic Court of Poltava Region commenced bankruptcy
supervision procedure on Agricultural LLC Dolina-Agro (code
EDRPOU 31913875).  The case is docketed as 20/357.  Mr.
Oleksandr Tereshenko has been appointed temporary insolvency
manager.

CONTACT:  Dolina-Agro
          Velikobagachanskij District, Shiroka Dolina
          38300, Ukraine, Poltava Region

          Mr. Oleksandr Tereshenko
          Temporary Insolvency Manager
          Nezalezhnosti Square 1 b, Room 11
          36000, Ukraine, Poltava Region
  
          Economic Court Of Poltava Region
          Zigina Str. 1
          36000, Ukraine, Poltava Region


ELATA: Kyiv Court Opens Bankruptcy Proceedings
----------------------------------------------
The Economic Court of Kyiv Region commenced bankruptcy
proceedings against LLC Elata (code EDRPOU 31118161) on Jan. 31,
after finding the company insolvent.  The case is docketed as
19/4.  

Yevstratov Vitalij has been appointed Liquidator/Insolvency
Manager.

CONTACT:  Elata
          Revutskij Str. 14
          02068, Ukraine, Kyiv Region

          Economic Court of Kyiv Region
          Komintern Str. 165
          01032, Ukraine, Kyiv Region


GELIOS-ENERGY: Lviv Court Opens Bankruptcy Proceedings
------------------------------------------------------
The Economic Court of Lviv Region declared LLC GELIOS-ENERGY
(code EDRPOU 30052131) after finding the company insolvent.  The
case is docketed as 6/287-29/386.  

Mr. Igor Shimchishin has been appointed Liquidator/Insolvency
Manager.

CONTACT:  Gelios-Energy
          Sholom Alejhem Str. 16/2
          79000, Ukraine, Lviv Region

          Mr. Igor Shimchishin
          Liquidator/Insolvency Manager
          Shevchenko Str. 400/8
          79069, Ukraine, Lviv Region

          Economic Court of Lviv Region
          Lichakivska Str. 81
          79010, Ukraine, Lviv Region


MARTA-VEKTOR: Lviv Court Opens Bankruptcy Proceedings
-----------------------------------------------------
The Economic Court of Lviv Region commenced bankruptcy
proceedings against LLC Marta-Vektor (code EDRPOU 20837384) on
Jan. 31, after finding the company insolvent.  The case is
docketed as 6/165-4/136.  

Mr. Litvin Igor has been appointed Liquidator/Insolvency
Manager.

CONTACT:  Marta-Vektor
          79021, Ukraine, Lviv Region
          Kulparkivska Str. 93

          Mr. Litvin Igor
          Liquidator/Insolvency Manager
          Sirko Str. 23/37
          79052, Ukraine, Lviv Region

          Economic Court of Lviv Region
          Lichakivska Str. 81
          79010, Ukraine, Lviv Region


MIR: Zaporizhya Court Opens Bankruptcy Proceedings
--------------------------------------------------
The Economic Court of Zaporizhya Region commenced bankruptcy
proceedings against LLC Mir (code EDRPOU 03751190) on Feb. 16,
after finding the company insolvent.  The case is docketed as
21/33/06.  

Ms. Alekseyeva Ludmila has been appointed Liquidator/Insolvency
Manager.

CONTACT:  MIR
          Lenin Str. 46
          Novomikolayivka District, Zalivne
          70132, Ukraine, Zaporizhya Region

          Ms. Alekseyeva Ludmila
          Liquidator/Insolvency Manager
          Shasliva Str. 5
          70410, Ukraine, Zaporizhya Region
          Zaporizhya District, Lukashevo

          Economic Court of Zaporizhya Region
          Shaumyana Str. 4
          69001, Ukraine, Zaporizhya Region


RATSION: Court Names Andrij Nadlonok to Liquidate Assets
--------------------------------------------------------
The Economic Court of Lviv Region appointed Andrij Nadlonok as
Liquidator/Insolvency Manager for LLC Ratsion (code EDRPOU
23965651).

The Court commenced bankruptcy proceedings against the Company
after finding it insolvent.  The case is docketed as 6/43-4/24.  

CONTACT:  Ratsion
          Ukraine, Lviv Region Shiroka Str. 82/58

          Mr. Andrij Nadlonok
          Liquidator/Insolvency Manager
          Ukraine, Lviv Region Zubrivska Str. 25A/33

          Economic Court of Lviv Region
          Lichakivska Str. 81
          79010, Ukraine, Lviv Region


SINTEZ: Dnipropetrovsk Court Opens Bankruptcy Proceedings
---------------------------------------------------------
The Economic Court of Dnipropetrovsk Region commenced bankruptcy
proceedings against LLC Sintez (code EDRPOU 32999100) on
Feb. 21, after finding the company insolvent.  The case is
docketed as B 24/310/05.  

Mr. Igor Morozov has been appointed Liquidator/Insolvency
Manager.

CONTACT:  Sintez
          Batumska Str. 48/33
          49000, Ukraine, Dnipropetrovsk Region

          Mr. Igor Morozov
          Liquidator/Insolvency Manager
          49044, Ukraine, Dnipropetrovsk Region a/b 2734

          Economic Court of Dnipropetrovsk Region
          Kujbishev Str. 1a
          49600, Ukraine, Dnipropetrovsk Region


TOPOLYA: Lviv Court Opens Bankruptcy Proceedings
------------------------------------------------
The Economic Court of Lviv Region declared LLC TOPOLYA (code
EDRPOU 13840322) after finding the company insolvent.  The case
is docketed as 6/143-7/42.  

Mr. Igor Shimchishin has been appointed Liquidator/Insolvency
Manager.

CONTACT:  TOPOLYA
          Mazepa Str. 15-a
          Ukraine, Lviv Region

          Mr. Igor Shimchishin
          Liquidator/Insolvency Manager
          Shevchenko Str. 400/8
          79069, Ukraine, Lviv Region

          Economic Court of Lviv Region
          Lichakivska Str. 81
          79010, Ukraine, Lviv Region


UVENERGOCHERMET: Court Opens Bankruptcy Proceedings
---------------------------------------------------
The Economic Court of Dnipropetrovsk Region declared LLC
Uvenergochermet (code EDRPOU 24988393) after finding the company
insolvent.  The case is docketed as B 24/155/05.

Mr. Stepan Denis has been appointed Liquidator/Insolvency
Manager.

CONTACT:  Uvenergochermet
          Nikopol District, Dmitrovka
          Osipenko Str. 20
          53200, Ukraine, Dnipropetrovsk Region

          Mr. Stepan Denis
          Liquidator/Insolvency Manager
          Sholohov Str. 19/305
          49000, Ukraine, Dnipropetrovsk Region

          Economic Court Of Dnipropetrovsk Region
          Kujbishev Str. 1a
          49600, Ukraine, Dnipropetrovsk Region


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


ADVANCED FLUID: Burdale Financial Appoints KPMG Receiver
--------------------------------------------------------
Burdale Financial Ltd appointed Mark Granville Firmin and Myles
Antony Halley of KPMG LLP joint administrative receivers of
Advanced Fluid Connections Plc (Company Number 03869987) on
March 24.  Its registered office is at Unit 1B Seacroft
Industrial Estate, Coal Road, Seacroft, Leeds LS14 2AQ.

KPMG -- http://www.kpmg.co.uk/-- in the UK is part of a strong  
global network of member firms with 9,500 partners and staff
working in 22 offices across the UK providing audit, tax and
advisory services.

Advanced Fluid Connections Pls was formerly known as Oystertec
PLC.  The Group's principal activity is commercially exploiting
a range of products into the plumbing, heating, hydraulics,
automotive and other global engineering industries.  The Group
also develops and markets fluid connectors.  The Group's
products include Oyster converter, hydraulic push-fit and push-
fit pipe systems.  Its 2004 sales was marked at GBP105,930,000.  
The company has 1,395 employees.


ASTOR & WINDSOR: Members Pass Winding Up Resolution
---------------------------------------------------
Astor & Windsor Limited is liquidating its assets after members
passed a resolution to wind up the company on March 1.

Vernon Charles Wright, of Vernon Wright & Co, was appointed
Liquidator.

Astor & Windsor Limited can be reached at:

         Colne Road
         Bures Suffolk
         CO8 5DJ
         Tel: 01787 227 880
         Fax: 01787 228 511
         Web: http://www.astorw.co.uk/


B P C LIMITED: Terry Evans Leads Winding Up Proceedings
-------------------------------------------------------
Members of B P C Limited passed a resolution to wind up the
company's operations on Feb. 27.

They authorized Terry Christopher Evans to lead winding up
proceedings.

B P C Limited can be reached at:

         B P C House Unit 12
         Greatbridge Road
         Romsey Industrial Estate
         Romsey Hampshire
         SO5 10HR
         Tel: 01794 521 200
         Fax: 01794 521 400
         Web: http://www.bpc-ups.com/


BERKELEY BERRY: Taps Joint Administrators from KPMG
---------------------------------------------------
Finbarr Thomas O'Connell and Allan Watson Graham of KPMG LLP
were appointed joint administrators of Berkeley Berry Birch Plc
(Company Number 00788306) on March 21.  Its registered office is
at Eaton House, 1 Eaton Road, Coventry CV1 2FJ.

KPMG -- http://www.kpmg.co.uk/-- in the UK is part of a strong  
global network of member firms with 9,500 partners and staff
working in 22 offices across the UK providing audit, tax and
advisory services.

Headquartered in Coventry, Berkeley Berry Birch Plc --
http://www.bbb.co.uk-- was formerly known as Berry Birch &  
Noble Plc.  The Group's principal activity is that of an
investment holding company.  Its subsidiaries include the
provision of financial planning, employee benefits, insurance
broking services and the provision of support services to
independent financial advisers.  On January 2002, the Group
acquired Berkeley Financial Services Group PLC.  Its financial
services accounted for 87% of fiscal 2002 revenues and insurance
broking, 13%.


BURTON ENVIRONMENTAL: Creditors' Meeting Set for April 18
---------------------------------------------------------
Creditors of Burton Environmental Limited (Company Number
2028703) will meet at 11 a.m., on April 18, at:

         PricewaterhouseCoopers LLP
         Donington Court
         Pegasus Business Park
         Castle Donington
         DE74 2UZ

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12 p.m., on April 17, to:

         David Matthew Hammond
         Stuart David Maddison
         Administrators
         PricewaterhouseCoopers LLP
         Cornwall Court,
         19 Cornwall Street,
         Birmingham B3 2DT

PricewaterhouseCoopers LLP -- http://www.pwcglobal.com/--  
provides, among others, auditing services, accounting advice,
tax compliance and consulting, financial consulting and advisory
services to clients in a variety of industries.  

Burton Environmental Ltd can be reached at:

         139 Horniglow Street
         Burton on Trent DE14 1PG
         Staffordshire
         Tel: 01283 517374
         Fax: 01283 500360


BUSINESSLINX LIMITED: Creditors Confirm Voluntary Liquidation
-------------------------------------------------------------
Creditors of Businesslinx Limited confirmed the company's
voluntary liquidation after members decided to wind up the
company on Feb. 24.

Creditors also affirmed the appointment of Timothy John
Hargreaves, of TH Associates, as Liquidator.

Businesslinx Limited can be reached at:

         Suite 312
         India Mill Centre
         Darwen Lancashire
         BB3 1AE
         Tel: 01254 708 340


CALICO LIMITED: Financial Woes Prompt Liquidation
-------------------------------------------------
Robert M. Rutherford, of Parkin S. Booth & Co, was appointed
Liquidator of Calico (Wales) Limited after members proved the
company could no longer continue its business due to financial
liabilities.

Calico (Wales) Limited can be reached at:

         10A High Street
         Llangefni Gwynedd
         LL77 7LT
         Tel: 01248 722 276


CBM DEMOLITION: Liquidates Assets in Leeds
------------------------------------------
Members of CBM Demolition Services Limited resolved to liquidate
the company's assets during an extraordinary general meeting on
Feb. 27.

Director J. Pearcey claimed the company could no longer continue
its operations due to mounting debts.

Peter O'Hara, of O'Hara & Co, was appointed Liquidator.

CBM Demolition Services Limited can be reached at:

         1 Victoria Court
         Bank Square
         Morley Leeds
         LS27 9SE
         Tel: 0113 252 5911


DEWHURST BUTCHERS: Business for Sale
------------------------------------
Shay Bannon and Graham Randall, in their capacity as Joint
Administrators for Dewhurst Butchers, will sell the Company's
business and assets.

The sale includes 95 outlets nationwide with approximately GBP25
million in turnover.

Inquiries can be addressed to:

         Thishan De Zoysa
         Tel: 020 7893 2315
         E-mail: thishan.de.zoysa@bdo.co.uk

                      About BDO Stoy Hayward

BDO Stoy Hayward -- http://www.bdo.co.uk/-- is the UK member  
firm of BDO International, the world's fifth largest accountancy
network with more than 600 offices in 100 countries.  Its
services include: audit and assurance, business restructuring,
corporate finance, disputes and investigations, investment
management, risk assurance services, tax services, and
valuations.


EQUITABLE LIFE: S&P Raises Credit Rating to B+ on Reduced Risks
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on U.K.-based life insurer The
Equitable Life Assurance Society to 'B+' from 'B'.  The outlook
is positive.  At the same time, Standard & Poor's raised its
junior subordinated debt rating on Equitable Life Finance PLC to
'CCC+' from 'CCC-'.
     
"The upgrade of Equitable Life reflects the reducing risk in
provisions and the society's improving, although weak,
capitalization," said Standard & Poor's credit analyst Andrew
Hughes.

The rating on Equitable Life also reflects the society's limited
flexibility to manage its balance sheet and marginal operating
performance.  Partially offsetting these weaknesses are the
relatively low-risk investment profile and the progress made by
management in reducing uncertainties and increasing stability.
Equitable Life is a closed life insurer, with GBP15.5 billion of
assets under management at Dec. 31, 2005.

The positive outlook reflects the actions taken by management to
improve stability and reduce uncertainties. Equitable Life is
expected to continue to manage down risks over the next 12
months, which may result in the rating being raised.  Standard &
Poor's expects that a reduction in risk associated with lower
levels of provisions will improve the credit profile of
Equitable Life.  Action taken to reduce longevity risk within
the fund without a material negative impact on surplus is also
likely to be positive for the rating.  Equitable Life is
expected to further reduce interest rate costs by repaying the
remaining subordinated debt on the call date in 2007.  A
material improvement in longevity, a decline in interest rates
below 3.5%, or poor returns on Equitable Life's risk assets
could result in negative rating actions.


FEELRIGHT CONSTRUCTION: Taps Filippa Connor to Liquidate Assets
---------------------------------------------------------------
Filippa Connor, of B&C Associates, was appointed Liquidator of
Feelright Construction Limited after members decided to
liquidate the company's assets on Feb. 28.

Director P. D. Gomez disclosed the company could no longer
continue its business due to mounting debts.

Feelright Construction Limited can be contacted at:

         Little Plumpton House
         Hinxhill Ashford Kent
         TN25 5NT
         Tel: 01233 611 770


H L GORNER: Meeting of Creditors Set for April 7
------------------------------------------------
Creditors of H L Gorner Limited (Company Number 00929228) will
meet at 10 a.m., on April 7, at:

         BDO Stoy Hayward LLP
         Commercial Buildings
         11-15 Cross Street
         Manchester M2 1BD

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12 p.m., on April 6 to:

         M Dunham
         Joint Administrator
         BDO Stoy Hayward LLP
         Commercial Buildings
         11-15 Cross Street
         Manchester M2 1BD

BDO Stoy Hayward -- http://www.bdo.co.uk/-- is the UK member  
firm of BDO International, the world's fifth largest accountancy
network with more than 600 offices in 100 countries.  Its
services include: audit and assurance, business restructuring,
corporate finance, disputes and investigations, investment
management, risk assurance services, tax services, and
valuations.

H L Gorner Limited -- http://hlgorner.co.uk/-- offers new and  
used Mercedes-Benz cars, including make and model comparison
facility, parts and service in Wigan, Warrington and Clapham,
North Yorkshire.


IMAGE AUTOMATION: Names Grant Thornton Administrator
----------------------------------------------------
Martin Ellis and Andrew Hosking of Grant Thornton UK LLP were
appointed joint administrators of Image Automation Limited
(Company Number 01902336), Sira Environmental Certification
Limited (Company Number 01582028), Sira Limited (Company Number
00150576) and Sira Technology Limited (Company Number 02248869)
on March 22.

Headquartered in London, Grant Thornton UK LLP --
http://www.grant-thornton.co.uk/-- is the UK member of Grant  
Thornton International, one of the world's leading international
organizations of independently owned and managed accounting and
consulting firms.  These firms provide a comprehensive range of
business advisory services from around 540 offices in over 110
countries worldwide.  

Image Automation Ltd -- http://www.imageautomation.com/-- and  
its subsidiary organization, Image Automation Inc, are both Sira
Group companies.  It designs, manufactures, sells and supports
instrumentation, specifically in the area of automatic
inspection.  Established in 1986, IAL has become the focus for
automatic inspection in the Sira Group.

Sira Limited and its subsidiaries -- http://www.sira.co.uk/--  
specializes in the exploitation of technological innovation,
with an illustrious heritage stretching back to the origins of
the company in 1918.


J.L. FRENCH: U.S. Unit Files Reorg. Plan & Disclosure Statement
---------------------------------------------------------------
J.L. French Automotive Castings, Inc., filed its Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware on April 4.

The plan outlines how the company will satisfy claims in its
Chapter 11 case and emerge successfully as a reorganized
company.  The Plan's terms are consistent with those outlined by
the company when it filed its voluntary petitions under
Chapter 11 on Feb. 10.

"We are on track with our reorganization, as evidenced by
[Mon]day's filing which has been completed in less than 60 days
since we first entered Chapter 11," stated Jack F. Falcon,
chairman, CEO and president.  "During this time, we have
operated our business as we intended: We have entered into new
business agreements with major customers, commenced shedding
underutilized assets, and maintained our organizational
leadership in its entirety.  We are optimistic that we will
complete the reorganization and emerge with a new, revitalized
balance sheet by the end of the second quarter of this year."

                         Plan Funding

Distributions under the Plan will be made through new cash
investment, as well as exit financing of no less than
U$255 million, of which U$$205 million will be a term loan and a
revolver of U$$50 million, with at least U$$30 million unfunded
capacity at the time the Plan becomes effective.  The company is
considering several exit financing proposals and expects to have
an exit financing commitment.

                       Terms of the Plan

The Plan, which outlines the treatment of claims as divided
into various creditor classes, calls for the repayment in full
of the first lien debt totaling approximately $295 million.

All classes related to the payment of debtor-in-possession
financing claims, administrative expenses, priority claims and
capital leases and other secured claims will be paid in full.

The second lien notes claims, which total approximately
U$$177 million, will be converted into 8%-22% of the new common
stock and three tranches of warrants for new common stock in the
reorganized company.  The warrants will have strike prices
ranging from U$$195 million to U$$295 million in equity value.

Holders of second lien note claims may also participate in
a Rights Offering that will raise between U$$110 million and
U$$130 million in exchange for 78%-92% of the new equity.  This
cash will help finance the reorganized company's exit from
Chapter 11.  The Rights Offering will commence concurrent with
Plan solicitation.  The company recently received Court approval
to pay fees to those parties that made commitments to backstop
the Rights Offering.

Trade creditors will receive 100% of the face amount of their
claims, but will not receive interest on those claims.

General unsecured creditors other than holders of senior
subordinated 11-1/2% notes and trade creditors will receive
their pro rata shares of the greater of $50,000 or common stock
having a value equal to certain property unencumbered by liens.

The subordinated 11-1/2% notes are contractually subordinated to
the second lien notes claims, and holders of those notes will
not receive any distributions unless the second lien notes
claims have been satisfied in full.

Preferred and common equity holders will receive no distribution
under the Plan.

               Balance Sheet and Income Statement

As of Dec. 31, 2005, J.L. French had approximately U$$465
million in first and second lien senior secured debt and U$$28.9
million in 11.5% senior subordinated unsecured notes due 2009.  
The company incurred the majority of this debt as a result of an
expansion and acquisition program in the late 1990s.  When J.L.
French completes its reorganization, it anticipates long-term
debt of approximately U$$26 million, in addition to the new
U$$205 million term facility that will be added to the balance
sheet.  As of Dec. 31, 2005, the company had approximately
U$$268 million in consolidated net operating losses.

The company's 2005 revenues were approximately U$$482 million,
most of which the company generated in its continuing operations
in Wisconsin and Kentucky in the U.S. and in Spain.

                      About J.L. French

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the  
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing
locations around the world including plants in the United
States, United Kingdom, Spain, and Mexico.  The company has
fourteen engineering/customer service offices to globally
support our customers near their regional engineering and
manufacturing locations.  

The U.S. Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2006 (Bankr. D. Del. Case No. 06-10119 to
06-06-10127).  James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young &
Jones, and Marc Kiesolstein, P.C., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for chapter 11 protection, it estimated assets and
debts of more than $100 million.

Immediately following the U.S. Debtors' pre-packaged chapter 11
filing, the Company's British unit went into administration.  
Shagun Sunil Dubey, Geoffrey Stuart Kinlan and Christopher Kim
Rayment of BDO Stoy Hayward were appointed joint administrators.


KRISPY KREME: Plans to Sell UK Division to Pay Off Losses
---------------------------------------------------------
Krispy Kreme Doughnuts, Inc., has placed its UK division up for
sale in an effort to raise cash to pay off GBP20 million in
expected losses, Lauren Mills writes for The Business
Online.com.

According to the report, Krispy Kreme'S UK division, which
opened its first British store less than three years ago,
operates 18 outlets including kiosks at Harrods and Selfridges.  
Other stores are located at Bluewater and Lakeside shopping
centers as well as at railway stations including London's
Victoria, Paddington and Euston.

The company appointed corporate finance boutique Ford Campbell,
based in Manchester, to handle the sale.  Analysts believe the
business could fetch up to GBP50 million (EUR72 million, US$86
million), Ms. Mills relates.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
-- http://www.krispykreme.com/-- is a leading branded specialty  
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed, in the U.S., Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

Freedom Rings LLC, a majority-owned subsidiary and franchisee
partner of Krispy Kreme Doughnuts, Inc., in the Philadelphia
region, filed for chapter 11 protection on Oct. 16, 2005 (Bankr.
D. Del. Case No. 05-14268).  It operates six out of the
approximately 360 Krispy Kreme stores and 50 satellites located
worldwide.  M. Blake Cleary, Esq., Margaret B. Whiteman, Esq.,
and Matthew Barry Lunn, Esq., at Young Conaway Stargatt &
Taylor, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated $10 million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
is a 97%-owned unit of Krispy Kreme.  Glazed filed for
chapter 11 protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No.
06-00932).  The bankruptcy filing will facilitate the sale of 12
Krispy Kreme stores, as well as the franchise development rights
for Colorado, Minnesota and Wisconsin, for approximately
$10 million to Westward Dough, the Krispy Kreme area developer
for Nevada, Utah, Idaho, Wyoming and Montana.  Daniel A. Zazove,
Esq., at Perkins Coie LLP represents Glazed in its restructuring
efforts.  When Glazed filed for protection from its creditors,
it estimated assets and debts between $10 million to $50
million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LMC STREATHAM: HSBC Bank Appoints BDO Stoy Hayward Receiver
-----------------------------------------------------------
HSBC Bank Plc appointed Antony David Nygate and Shay Bannon of
BDO Stoy Hayward joint administrative receivers of LMC Streatham
Limited (Company Number 01373600) on March 22.

BDO Stoy Hayward -- http://www.bdo.co.uk/-- is the UK member  
firm of BDO International, the world's fifth largest accountancy
network with more than 600 offices in 100 countries.  Its
services include: audit and assurance, business restructuring,
corporate finance, disputes and investigations, investment
management, risk assurance services, tax services, and
valuations.

LMC Streatham Limited is engaged in selling new and used Mazda
cars.  Its trading name is Streatham Mazda.


NTL INC: Virgin Mobile Merger Spurs Fitch's B+ IDR
--------------------------------------------------
Fitch Ratings sustained NTL Inc.'s Issuer Default Rating at B+
with Stable Outlook and its Short-term rating at B, following
the announcement of the agreed terms of the acquisition of
Virgin Mobile in the UK and the licensing of the Virgin brand
for use by NTL in its cable business.  

Director in Fitch's Leveraged Finance team, Michelle De Angelis
commented, "The addition of the Virgin Mobile virtual network
operator business should provide a useful complement to the
triple-play offering, with the potential to prove attractive to
existing cable subscribers."

"The proposed acquisition should enhance the group's long term
strategic position but is likely to have little immediate effect
on the credit profile of NTL in the short term," she added.

NTL would be the first provider in the UK to bundle "quad-play"
services, while the use of the Virgin name could help address
some of the service quality and brand issues historically
associated with NTL.

NTL has commented that the mobile business would continue to be
run separately from the cable business initially, which should
help the company to avoid integration issues with Virgin while
at the same time combining the legacy NTL and Telewest
businesses.  

However, Fitch remains skeptical that Virgin's 4.3 million
subscribers present a significant cross-selling opportunity to
other NTL services, at least until the company achieves further
penetration in the contract market.

The acquisition price values Virgin Mobile at GBP962 million,
and Fitch notes that the maximum cash element of the deal would
total GBP607 million, consisting of GBP193 million to refinance
Virgin Mobile debt plus up to GBP414 million for cash equity
purchases, as Richard Branson's Virgin Group has elected to take
a combination of shares and cash for its 71.2% stake in Virgin
Mobile.

With Virgin Mobile generating annualized EBITDA of GBP108
million, pro-forma EBITDA of the combined group would total
GBP1.3 billion and the deal would leave NTL's pro forma net
leverage position unchanged at 4.7x.

Fitch notes that if Virgin Mobile expensed all subscriber
acquisition costs upon connection, its annualized EBITDA would
be reduced to an estimated GBP76 million and pro- forma NTL
leverage after the acquisition would increase by less than 0.2x
on that basis.


NTL INVESTMENT: Fitch Affirms GBP3.3 Bln Credit at BB+/RR1
----------------------------------------------------------
Fitch Ratings affirmed NTL Investment Holdings Limited's GBP3.3
billion senior secured credit facilities at BB+/RR1.

The agency is maintaining Rating Watch Evolving on NTL Cable
PLC's debt, pending the final funding structure of the recently
completed merger with Telewest.

   a) GBP375 million 9.75% senior notes due 2014: B+/RR4 Rating
      Watch Evolving;

   b) USD425 million 8.75% senior notes due 2014: B+/RR4 Rating
      Watch Evolving; and

   c) EUR225 million 8.75% senior notes due 2014: B+/RR4 Rating
      Watch Evolving.

NTL has commented that the mobile business would continue to be
run separately from the cable business initially, which should
help the company to avoid integration issues with Virgin Mobile
while at the same time combining the legacy NTL and Telewest
businesses.  

On March 3, NTL completed the long-awaited merger with Telewest,
creating a national cable operator passing 12.4 million homes or
51% of UK TV households.  With approximately 5 million on-net
customers, representing 39.9% penetration of homes marketed, the
group represents a strong competitor to BSkyB and BT Group, each
of which is endeavoring to expand its service offering to
include the triple-play bundle of telephony, broadband and
multi-channel TV.


PHOENIX MEDICAL: Administrators from Tenon Recovery Enter Firm
--------------------------------------------------------------
Ian William Kings of Tenon Recovery was appointed administrator
of Phoenix Medical Group Limited (Company Number 04839852) on
March 21.  

Tenon Recovery -- http://www.tenongroup.com/-- provides  
accounting and business advice to owner-managed and private
business.

Phoenix Medical Group Limited operates a nursing agency.  Its
trading name is Phoenix Nursing Agency.


PRIMAC SUNCROSS: Halts Operations & Appoints Liquidator
-------------------------------------------------------
Primac Suncross Press Limited is liquidating its assets after
members found out that the company could no longer continue its
operations due to financial liabilities.

Peter John William Stanger, of Ward Williams Limited, was
appointed Liquidator.

Primac Suncross Press Limited can be contacted at:

         Unit 8
         Worton Hall Industrial Estate
         Worton Road
         Isleworth Middlesex
         TW7 6ER
         Tel: 020 8568 4077
         Fax: 020 8568 1070


RICHAPRINT LIMITED: Taps Baker Tilly to Administer Assets
---------------------------------------------------------
Adrian David Allen and Alec David Pillmoor of Baker Tilly were
appointed joint administrators of Richaprint Limited (Company
Number 01269047) on March 16.  

Headquartered in Birmingham, Baker Tilly --
http://www.bakertilly.co.uk/-- is a leading independent firm of  
chartered accountants and business advisers in the United
Kingdom. The firm's annual fee income is over GBP168 million and
is part of a global network, which has 122 member firms in 85
countries as an independent member of Baker Tilly International.

Richaprint Ltd can be reached at:

        Priory Road
        Freiston
        Boston PE22 0JZ
        Lincolnshire
        Tel: 01205 760774
        Fax: 01205 761084


RIVERSTONE LIMITED: Members Agree to Winding Up Operations
----------------------------------------------------------
Members of Riverstone (UK) Limited decided to wind up the
company during an extraordinary general meeting on Feb. 23.

M.C. Bowker, of Unity Corporate Recovery & Insolvency, was
appointed Liquidator.

Riverstone (UK) Limited can be reached at:

         Park Road
         Padiham Burnley Lancashire
         BB12 7AN
         Tel: 01282 680 121
         Fax: 01282 680 123


T-COMPUTERS PLC: Creditors' Meeting Slated for April 13
-------------------------------------------------------
Creditors of T-Computers Plc (Company Number 02133500) will meet
at 11 a.m., on April 13, at:

         PKF (UK) LLP
         Farringdon Place
         20 Farringdon Road
         London EC1M 3AP

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12 p.m., on April 12 to:

         S. P. Holgate, Joint Administrator
         PKF (UK) LLP
         Farringdon Place
         20 Farringdon Road
         London EC1M 3AP

PKF (UK) LLP -- http://www.pkf.co.uk-- provides accounting  
services including assurance & advisory; corporate finance;
corporate recovery & insolvency; forensic; management
consultancy and taxation.  It also offers financial services
through its FSA authorized company, PKF Financial Planning
Limited.

T-Computers Plc was formerly named Tulip Computers (UK) PLC and
can be reached at:

         Unit 6
         Satellite Business Village
         Crawley, West Sussex
         RH10 9NE
         Tel: 01293 420200  
         Fax: 01293 553307
         E-mail: info@tulip.co.uk


TASC INTERIORS: Creditors' Meeting Slated for April 10
------------------------------------------------------
Creditors of TASC Interiors Limited (Company Number 02833644)
will meet at 11 a.m., on April 10 at:

         Moore Stephens LLP
         Victory House
         Admiralty Place
         Chatham Maritime
         Kent ME4 4QU

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12 p.m., on April 9 to:

         D. Elliott
         Joint Administrator
         Moore Stephens LLP
         Victory House
         Admiralty Place
         Chatham Maritime
         Kent ME4 4QU

Moore Stephens -- http://www.moorestephens.co.uk/-- offers  
audit, business support, corporate finance, corporate recovery,
dispute analysis, financial services, insurance broking, IT
consultancy, pensions audit, risk advisory services, tax and
trusts & estates services.  Its UK network comprises over 1,400
partners and staff.

Tasc Interiors Ltd can be reached at 01892 549273.


TCLG REALISATIONS: Lloyds TSB Taps E&Y Admin Receivers
------------------------------------------------------
Lloyds TSB Bank Plc appointed R. Bailey and M. Mills of Ernst &
Young joint administrative receivers of TCLG Realisations
Limited (Company Number 01132151) on March 17.

Ernst & Young -- http://www.ey.com/-- provides clients with a  
broad array of services relating to audit and risk-related
services, tax, and transactions.

TCLG Realisations Limited was formerly named TCL Granby Limited
and Alpine Acoustics Limited.  The company is engaged in
building installation and facilities management.


TECHNO LIGHT: Members Resolve to Wind Up Operations
---------------------------------------------------
Techno Light Supplies Limited is winding up its operations after
members decided to liquidate the company's assets on Feb. 23.

G. Mummery and P. Atkinson, both of Vantis Redhead French, will
jointly administer the winding up proceedings.

Techno Light Supplies Limited can be contacted at:

         Unit 18
         Leeside Road
         Mowlem Trading Estate
         London
         N17 0QJ
         Tel: 020 8801 7077
         Fax: 020 8801 2229
         Web: http://www.technolight.co.uk/


TTSL REALISATIONS: Lloyds TSB Bank Taps E&Y as Admin Receiver
-------------------------------------------------------------
Lloyds TSB Bank Plc appointed R. Bailey and M. Mills of Ernst &
Young LLP joint administrative receivers of TTSL Realisations
LIMITED (Company Number 04164056) on March 22.

Ernst & Young -- http://www.ey.com/-- provides clients with a  
broad array of services relating to audit and risk-related
services, tax, and transactions.

TTSL Realisations Limited was formerly named Task Systems
Limited and WH Systems Limited. It provides a full range of
professional services to support the office furniture selection
process right through to installation and after sales service.


UNIQUE ASSIST: Joint Liquidators Take Over Operations
-----------------------------------------------------
Gary E. Blackburn and Paul A. Whitwam, both of BWC Business
Solutions Limited, were appointed Joint Liquidators of Unique
Assist Limited after members decided to liquidate the company's
assets on Feb. 28.

The voluntary liquidation came as a result of the Debtor's
inability to continue its operations due to its financial
liabilities.

Unique Assist Limited can be contacted at:

         10 Doals Gate
         Bacup Lancashire
         OL13 8JN
         Tel: 0161 926 8926


VIRGIN MOBILE: Inks EUR962.4-Million Merger Deal with NTL Inc.
--------------------------------------------------------------
NTL Incorporated and the Independent Board of Virgin Mobile
Holdings (UK) plc reached agreement on the terms of a
recommended cash offer to be made by ntl Investment Holdings
Limited, a wholly owned subsidiary of ntl, with a recommended
share alternative offer to be made by ntl, and a recommended
share and cash alternative offer to be made by ntl and the Cash
Offeror, to acquire the entire issued and to be issued share
capital of Virgin Mobile.

The Offer will be implemented by way of a scheme of arrangement
under section 425 of the Companies Act 1985, as amended.

Both companies have satisfied or waived each of the pre-
conditions set out in the pre-conditional possible offer
announcement made on Jan. 16.

                      Terms of the Offer

Pursuant to the terms of the Offer, Virgin Mobile Shareholders
can elect for:

  (1) the Cash Offer of 372 pence in cash per Scheme Share
      held; or

  (2) the Share Offer of 0.23245 ntl Shares per Scheme Share
      held, valued at 389 pence per Scheme Share based on ntl's
      closing price and the US$/GBP exchange rate at April 3,
      2006; or

  (3) the Share and Cash Offer by ntl and the Cash Offeror of
      0.18596 ntl Shares and 67 pence in cash per Scheme Share
      held, valued at 311 pence per Scheme Share based on ntl's
      closing price and the US$/GBP exchange rate at April 3,
      2006 plus 67 pence in cash.

The above terms have been restated from those set out in
ntl's announcement of a potential offer for Virgin Mobile on
Jan. 16, as a result of the subsequent closing of the merger of
ntl and Telewest and the consequent change in the identity of
the ultimate parent company of the ntl Group.  This has required
the number of ntl shares to be offered for each Virgin Mobile
Share under the Share Offer and the Share and Cash Offer to be
adjusted as set out in this announcement.

The Cash Offer values the existing issued share capital of
Virgin Mobile at approximately GBP962.4 million.

The Cash Offer represents a premium of 19.6% to the Virgin
Mobile Share price on Dec. 2, 2005, the last business day prior
to the commencement of the offer period; premia of 18.9%, 26.2%,
and 47.9% to the average Virgin Mobile Share price over the one,
three and twelve month periods prior to Dec. 5, 2005,
respectively; and a 86.0% premium to Virgin Mobile's IPO offer
price on July 21, 2004 when it was listed on the London Stock
Exchange.

ntl has entered into a 30-year exclusive brand license with
Virgin Enterprises Limited for the use of the Virgin brand for
ntl's consumer business.

Closely following the merger of ntl and Telewest to
create the UK's leading triple-play cable provider, ntl's
combination with Virgin Mobile and the proposed re-branding of
its combined consumer businesses with the Virgin brand
represents an important milestone in ntl's history.

ntl believes that the combination with Virgin Mobile and
the re-branding of its combined consumer operations with the
Virgin brand will deliver wide-ranging strategic and financial
benefits to shareholders.  In particular, ntl believes that the
transactions will:

   -- help transform it from the UK's leading triple-play cable
      provider into a national entertainment and communications
      company, harnessing the powerful Virgin consumer champion
      brand;

   -- enhance ntl as a scale competitor in the UK, enabling ntl
      to compete more effectively with the large incumbents in
      the UK telecommunications market.  In addition, the
      extension of ntl's product suite to include mobility will,
      ntl believes, provide a strong platform for innovation and
      development of converged products, such as converged fixed
      and mobile telephony devices, and video and voice
      services;

   -- appeal to existing and new consumers by offering a wide
      range of high quality communications services from a
      single provider, with the unique flavor and customer focus
      of the Virgin brand;

   -- allow it to extend its expertise in bundling and cross-
      selling communications products to mobile telephony; and

   -- provide potential for revenue synergies by:

       * increasing penetration and reducing customer churn by
         providing an appealing product suite under the Virgin
         brand; and

       * increasing average revenue per user through the
         effective cross-selling of mobile services into
         customer homes serviced by ntl, and triple-play
         services to Virgin Mobile subscribers.

ntl believes that the Offer will not materially affect
its current leverage.  Other potential benefits anticipated
include savings on some of the re-branding costs it may have
incurred had it re-branded under a newly created brand, and the
use of certain existing capital allowances to offset Virgin
Mobile taxable income.

Virgin Mobile will retain its existing brand and will
continue to be based in the United Kingdom.

Virgin Mobile's operating business will continue to be led by
members of Virgin Mobile's current management team, and it is
intended that a marketing director from Virgin will join ntl,
bringing Virgin's brand expertise to the ntl management team.

              Independent Board Recommendation

The Independent Board, who have been so advised by Morgan
Stanley & Co. Limited, consider the terms of the Cash Offer, the
Share Offer and the Share and Cash Offer to be fair and
reasonable.  In providing advice to the Independent Board,
Morgan Stanley & Co. Limited has taken into account the
commercial assessments of the Independent Board.

The Independent Board has indicated to ntl that it intends
unanimously to recommend that Virgin Mobile Shareholders vote in
favor of the Scheme at the appropriate meetings, as the
Independent Directors have undertaken to do in respect of all
their own beneficial holdings of 1,338,534 Virgin Mobile Shares,
representing as at the date of this announcement, in aggregate,
approximately 0.52% of the existing issued share capital of
Virgin Mobile.

Virgin Mobile Shareholders considering making an election for
the Share Offer or for the Share and Cash Offer are referred to
the investment considerations which will be set out in the
Scheme Document.  The decision as to whether Virgin Mobile
Shareholders make an election for the Share Offer or for the
Share and Cash Offer will depend on their individual
circumstances.  If Virgin Mobile Shareholders are in any doubt
as to the action they should take, they should seek their own
financial advice from an independent financial adviser.

ntl and the Cash Offeror have received irrevocable undertakings
to vote in favor of a scheme of arrangement to implement the
Offer from Virgin Mobile Shareholders representing approximately
72.0% of the existing issued share capital of Virgin Mobile.
The Virgin Group which, taken together, holds approximately
71.2% of the existing issued share capital of Virgin Mobile, has
undertaken, irrespective of whether any higher competing bid is
made, to vote in favor of a scheme of arrangement to implement
the Offer and to elect in full for the Cash and Share Offer.

Commenting on the Offer, James Mooney, Executive Chairman of
ntl, said: "We are delighted to announce the recommended Offer
and the brand licensing with Virgin today, which not only
delivers mobile capability to our product bundle but also gives
us access to a leading consumer brand.  It truly is a step-
change transaction not only for ntl but for the media sector as
an whole in the UK.

"Central to [yester]day's announcement is our strong belief that
offering a quad-play underpins true media convergence, and
offering high quality communications services will, we believe,
appeal to existing subscribers of the enlarged business as well
as new customers.  There is a natural appeal for mobile,
telephony, broadband and television content and ntl is now truly
unique in its mass market product offering."

Commenting on the Offer, Charles Gurassa, Chairman of Virgin
Mobile, said, "After careful consideration, the Independent
Directors of Virgin Mobile intend to recommend ntl's Offer to
shareholders.  This Offer reflects the strong operational and
financial performance of Virgin Mobile and represents an
excellent opportunity for Virgin Mobile shareholders to realize
the significant increase in shareholder value since flotation.
We believe this Offer is in the best interests of Virgin
Mobile's shareholders, customers and employees."

NTL Inc. -- http://www.ntl.com/-- is the UK's largest cable
operator and a leading provider of broadband, digital
television, telephony, content and communications services to
homes, businesses and public sector organizations.  For the year
ending Dec. 31, 2005, the company's pro-forma revenues were
approximately GBP3.5 million.

Headquartered in Trowbridge, West Wiltshire, Virgin Mobile --
http://www.virginmobile.com/-- is a major provider of mobile  
communications services within the UK, with more than four
million customers.  Virgin Mobile launched its operations as a
mobile virtual network operator (MVNO) in November 1999.

At Sept. 30, 2005, Virgin Mobile's balance sheet showed a
GBP222.1 million stockholders' deficit, compared to a GBP269.1
million at Sept. 30, 2004.

                           *********

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.  Jazel Laureno, Liv Arcipe, Julybien Atadero, and
Carmel Paderog, Editors.

Copyright 2006.  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
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Information contained herein is obtained from sources believed
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The TCR Europe subscription rate is US$575 per half-year,
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