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                           E U R O P E

            Friday, April 30, 2010, Vol. 11, No. 084

                            Headlines



B E L G I U M

RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11


B U L G A R I A

* BULGARIA: Company Insolvencies Steep, Justice Ministry Says


G E R M A N Y

ALMATIS: Dubai Int'l Gets Backing for US$685MM Debt Refinancing
ARCANDOR AG: Karstadt Unit Sale Deadline Extended Until May 28


G R E E C E

NEWLEAD HOLDINGS: Completes Dropdown of Six Vessels


H U N G A R Y

SZEVIEP: Seeks Bankruptcy Protection, Delmagyarorszag Says


I R E L A N D

ALLIED IRISH: Can Generate Enough Funds From Sale of Three Units
ANGLO IRISH: "All Options" Examined, Finance Minister Says


L U X E M B O U R G

INTELSAT S.A.: Receives OK to Amend 2012 & 2013 Notes Indenture
REYNOLDS GROUP: S&P Assigns 'B-' Rating on US$1BB Senior Notes


P O R T U G A L

COMBOIOS DE PORTUGAL: S&P Cuts Long-Term Corporate Credit Rating


R U S S I A

POLYMETAL OAO: Posts US$96-Mil. Profit in 2009 Following Loss
URALCHEM OJSC: Ex-Minority Investor Calls on FSA to Probe IPO


T U R K E Y

ORDU YARDIMLASMA: S&P Raises Corporate Credit Rating to 'BB+'


U K R A I N E

DTEK FINANCE: Fitch Assigns 'B-' Rating on US$500 Mil. Notes
NADRA BANK: Transfer of Assets, Liabilities to Rodovid Canceled


U N I T E D   K I N G D O M

CADOGAN PETROLEUM: Posts GBP107.2 Mil. Loss on Asset Impairment
INEOS GROUP: To Issue High-Yield Bonds to Refinance Senior Debt
LANDMARK MORTGAGE: S&P Affirms Rating on Class D Notes at 'B'
LLOYDS BANKING: Probed Over Poor Handling of Customer Complaints
PORTSMOUTH FOOTBALL: Platini Blames Collapse on Premier League

ROYAL BANK: Probed Over Poor Handling of Customer Complaints
TAYLOR WIMPEY: U.K. Home Prices Up 9% as Market Improves
WATFORD FOOTBALL: Shareholders Back GBP7.5 Mil. Rights Issue
WINDERMERE XI: Fitch Cuts Ratings on Two Classes of Notes to 'D'

* UK: Building Sector to Face More Insolvencies This Year


X X X X X X X X

* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers




                         *********



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B E L G I U M
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RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11
------------------------------------------------------------
Mid-April the U.S. Bankruptcy Court for the Eastern District of
Michigan approved the proposed reorganization plan for Recticel's
two U.S. subsidiaries, Recticel Interiors North America LLC and
Recticel Urepp North America Inc.

The approval was subject to an appeal period running to April 23,
2010.  No appeal having been filed against the decision, Recticel
can now confirm that RINA and RUNA will emerge from the Chapter 11
procedure and carry on operations under the renegotiated terms to
further develop their business.

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of US$69.6 million in 2008 and US$28.3 million for the
first nine months of 2009. Combined assets are US$13.9 million,
with combined debt totaling US$105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


===============
B U L G A R I A
===============


* BULGARIA: Company Insolvencies Steep, Justice Ministry Says
-------------------------------------------------------------
The number of Bulgarian companies that have filed for bankruptcy
in 2009 has steeped, Novinite.com reports, citing the Bulgarian
Ministry of Justice.

According to the report, so far 477 insolvency cases have been
registered for 2007, 509 for 2008 and a total of 790 for 2009.

The report relates Neli Madanska, the justice ministry's chief
inspector, said Wednesday that more bankruptcies are expected this
year.  The report notes Mr. Madanska said that a number of
insolvency cases have already been submitted to the prosecution,
yet most of the businessmen involved no longer have any property
to pay off their debts.  Mr. Madanska said the state should set up
mechanisms that will allow Bulgarian businessman to announce
insolvency on time, the report discloses.


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


ALMATIS: Dubai Int'l Gets Backing for US$685MM Debt Refinancing
---------------------------------------------------------------
Patricia Kuo at Bloomberg News reports that Dubai International
Capital LLC got a boost in its efforts to keep its Almatis
alumina-making unit, with backing for a US$685 million debt
refinancing that would repay senior lenders including Oaktree
Capital Management LLC.

Bloomberg relates Dubai International said in a letter Wednesday
to the company's senior lenders that JPMorgan Chase & Co. and Bank
of America Merrill Lynch are preparing final term sheets and
underwritten commitments for US$350 million of senior secured
notes and a US$50 million revolving credit.

Dubai International, as cited by Bloomberg, said Blackstone Group
LP's unit GSO Capital Partners LP has also agreed to arrange
US$185 million of senior subordinated securities and plans to
manage the sale of another US$100 million of senior secured debt
for Almatis.

"The refinancing proposal seeks a consensual outside-of-bankruptcy
deal that avoids a lengthy and expensive contested Chapter 11
process," Dubai International Chief Executive Officer Anand
Krishnan wrote in the letter, according to Bloomberg.

Bloomberg further also reports the letter said Dubai International
plans to inject U$100 million of capital into Almatis as part of
the refinancing proposal.

The United Arab Emirates-based fund is seeking to retain its
controlling stake in Almatis by repaying all US$675 million in
senior loans, while giving equity to junior lenders in return for
canceling their debt, Bloomberg says.

                    Oaktree Restructuring Plan

Bloomberg notes Dubai International, an investment fund owned by
Dubai's ruler, is urging Almatis' senior lenders to vote against
the restructuring plan proposed by Los Angeles-based Oaktree.
Oaktree's plan would cut Almatis' debt to about US$420 million and
give it protection from other creditors under Chapter 11 of the
U.S. bankruptcy Code, Bloomberg states.

Bloomberg recalls Almatis breached its debt covenants last year as
the global economic slowdown hurt demand for its products.

                         About Almatis

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.


ARCANDOR AG: Karstadt Unit Sale Deadline Extended Until May 28
--------------------------------------------------------------
Alexander Huebner and Eva Kuehnen at Reuters report that Triton
has won more time to negotiate a deal to buy Arcandor AG's
insolvent German department store chain Karstadt after asking for
further concessions from workers and landlords.

According to Reuters, Karstadt's administrator Klaus-Hubert Goerg
said the creditor committee of Karstadt has agreed to extend the
deadline for the sale to May 28, having initially aimed to close
the deal by the end of April.

"The deadline was just too tight and we didn't want to jeopardize
Karstadt's future," Reuters quoted Mr. Goerg as saying.

Mr. Goerg, as cited by Reuters, said that the Highstreet
consortium led by Goldman Sachs and Deutsche Bank, which owns
about two-thirds of the Karstadt store space, had not bid so far.

                        About Arcandor AG

Germany-based Arcandor AG (FRA:ARO) -- http://www.arcandor.com/--
formerly KarstadtQuelle AG, is a tourism and retail group.  Its
three core business areas are tourism, mail order services and
department store retail.  The Company's business areas are covered
by its three operating segments: Thomas Cook, Primondo and
Karstadt.  Thomas Cook Group plc is a tour operator with
operations in Europe and North America, set up as a result of a
merger between MyTravel and Thomas Cook AG.  It also operates the
e-commerce platform, Thomas Cook, supporting travel services.
Primondo has a portfolio of European universal and specialty mail
order companies, including the core brand Quelle.  Karstadt
operates a range of department stores, such as cosmopolitan
stores, including KaDeWe (Kaufhaus des Westens), Karstadt
Oberpollinger and Alsterhaus; Karstadt brand department stores;
Karstadt sports department stores, offering sports goods in a
variety of retail outlets, and a portal, karstadt.de that offers
online shopping, among others.

As reported by the Troubled Company Reporter-Europe, a local court
in Essen formally opened insolvency proceedings for Arcandor on
September 1, 2009.  The proceedings started for the Arcandor
holding company and for 14 units, including the Karstadt
department-store chain and Primondo mail-order division.

Arcandor filed for bankruptcy protection after the German
government turned down its request for loan guarantees.  On
June 8, 2009, the government rejected two applications for help by
the company, which employs 43,000 people.  The retailer sought
loan guarantees of EUR650 million (US$904 million) from Germany's
Economy Fund program.  It also sought a further EUR437 million
from a state-owned bank.


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G R E E C E
===========


NEWLEAD HOLDINGS: Completes Dropdown of Six Vessels
---------------------------------------------------
NewLead Holdings Ltd. has completed the dropdown of six vessels
and Newlead Shipping S.A., an integrated technical and commercial
management company, from Grandunion Inc.  In connection with this
transaction, NewLead transferred to Grandunion 8,844,444 shares of
NewLead's common stock and assumed existing liabilities.

Michael S. Zolotas, President and Chief Executive Officer of
NewLead Holdings Ltd., stated, "The successful closing of this
transaction is another step in transforming NewLead Holdings. The
six vessels have quality time charters and are expected to add
approximately US$19.4 million in EBITDA annually.

Mr. Zolotas continued, "Newlead Shipping S.A. provides us with
technical and commercial management necessary for a fully
integrated maritime company.  We anticipate that technical and
commercial management will create significant contribution to our
operating profit through higher vessel utilization and operating
cost efficiencies and allow NewLead to achieve a competitive cost
structure."

                         Covenant Waivers

In a regulatory filing in March 2010, NewLead said that under the
terms of its facility agreement, certain financial covenants
(excluding working capital and minimum liquidity) have been waived
by its lenders until at least April 2012 with respect to some
covenants and until October 2012 with respect to others.  NewLead
indicated that if it is unable to succeed in implementing its
business plan, it could be in default under the facility agreement
when those covenants come into effect.  Such event could have a
material adverse effect on NewLead's operations and its ability to
raise new capital.

On October 13, 2009, NewLead entered into a new US$221.4 million
facility agreement with its existing syndicate of lenders to
refinance its existing revolving credit facility.  The Facility
Agreement requires NewLead to meet certain financial covenants
that become effective in April 2012 with respect to certain
financial covenants and in October 2012 with respect to others.
NewLead intends to be in compliance with all financial covenants
by those deadlines.

NewLead reported a net loss of US$125.764 million for its
predecessor company for the period from January 1, 2009, to
October 13, 2009, and a net loss of US$37.872 million for its
successor company for the period from October 14, 2009, to
December 31, 2009.

At December 31, 2009, NewLead had US$399.285 million in total
assets
against US$326.809 million in total liabilities, resulting in
US$72.476 million in stockholders' equity.

A full-text copy of the Company's Annual Report on Form 20-F is
available at no charge at http://ResearchArchives.com/t/s?5e85

                      About NewLead Holdings

Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq:
NEWL) -- http://www.newleadholdings.com/-- was incorporated on
January 12, 2005, under the name of "Aires Maritime Holdings
Limited.  The Company is an international shipping company that
owns and operates product tanker and dry bulk vessels.  The
Company's products tanker fleet consists of five MR tankers and
four Panamax tankers, all of which are double-hulled.  The Company
also owns three dry bulk vessels secured on period charters.

The Company is an indirect subsidiary of Aries Energy Corporation.
Aries Energy, an affiliate through its wholly-owned subsidiary
Rocket Marine Inc., currently owns approximately 23% of the
Company's outstanding common shares.

On October 13, 2009, the Company announced an approximately
US$400.0 million recapitalization which resulted in Grandunion
Inc. acquiring control of the Company.  Pursuant to the Stock
Purchase Agreement entered into on September 16, 2009, a company
controlled by Michail S. Zolotas and Nicholas G. Fistes, acquired
18,977,778 newly issued common shares of the Company in exchange
for three drybulk carriers.


=============
H U N G A R Y
=============


SZEVIEP: Seeks Bankruptcy Protection, Delmagyarorszag Says
----------------------------------------------------------
MTI-Econews, citing regional daily Delmagyarorszag, reports that
Szeviep sought bankruptcy protection on Wednesday.  According to
the report, the procedure will give Szeviep 90 days to consolidate
its finances.

Szeviep is a construction company based in Hungary.


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


ALLIED IRISH: Can Generate Enough Funds From Sale of Three Units
----------------------------------------------------------------
BreakingNews.ie reports that Allied Irish Banks Plc can raise a
"very significant" proportion of the EUR7 billion it needs by the
end of the year from selling its US, Polish and UK divisions.

BreakingNews.ie relates the bank's chairman Dan O'Connor told
shareholders at its annual general meeting in Dublin Wednesday
that the rise in value of the three subsidiaries will help
minimize the amount of money it has to source from taxpayers.
BreakingNews.ie notes Mr. O'Connor said efforts are underway to
minimize the amount of capital needed from the Government.

"We have time," BreakingNews.ie quotes Mr. O'Connor as saying.
"It is not a fire sale."

On April 1, 2010, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Ireland's Finance Minister Brian Lenihan
said if Allied Irish can't raise enough funds privately, the state
will step in with aid.  Mr. Lenihan, as cited by Bloomberg, said
it is "probable" the government will then end up with a majority
stake.

Allied Irish Banks, p.l.c., together with its subsidiaries --
http://www.aibgroup.com/-- conducts retail and commercial banking
business in Ireland.  It also provides corporate lending and
capital markets activities from its head office at Bankcentre and
from Dublin's International Financial Services Centre.  The Group
also has overseas branches in the United States, Germany, France
and Australia, among other locations.  The business of AIB Group
is conducted through four operating divisions: AIB Bank Republic
of Ireland division, Capital Markets division, AIB Bank UK
division, and Central & Eastern Europe division.  In February
2008, the Group acquired the AmCredit mortgage business in the
Baltic states of Latvia, Lithuania and Estonia.  In September
2008, the Group also acquired a 49.99% shareholding in BACB.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 10,
2009, Fitch Ratings affirmed Allied Irish Banks plc's individual
Rating at 'D/E'.


ANGLO IRISH: "All Options" Examined, Finance Minister Says
----------------------------------------------------------
Quentin Fottrell at Dow Jones Newswires reports that Ireland's
Finance Minister Brian Lenihan said Wednesday that "all options"
will be considered for the future of Anglo Irish Bank Corp.,
including a liquidation of the bank.

Dow Jones relates Mr. Lenihan said Anglo, the only bank to be
nationalized so far due to its mountain of bad debts, is currently
updating its restructuring plan for the European Commission.

"The plan will examine all options for the bank's future," Dow
Jones quoted Mr. Lenihan as saying, "including immediate
liquidation, wind-down over a longer period of time, a split
between a good bank and an asset management company, and
maintaining the bank in its current form as a going concern."

The revised plan is to be submitted to the European Commission by
the end of May, Dow Jones notes.

Anglo Irish Bank Corp PLC -- http://www.angloirishbank.com/--
operates in three core areas: business lending, treasury and
private banking.  The Bank's non-retail business is made up of
more than 11,000 commercial depositors spanning commercial
entities, charities, public sector bodies, pension funds, credit
unions and other non-bank financial institutions.  The Company's
retail deposits comprise demand, notice and fixed term deposit
accounts from personal savers with maturities of up to two years.
Non-retail deposits are sourced from commercial entities,
charities, public sector bodies, pension funds, credit unions and
other non-bank financial institutions.  In addition, at September
30, 2008, its non-retail deposits included deposits from Irish
Life Assurance plc.  The Private Bank offers tailored products and
solutions for high net worth clients and operates the Bank's
lending business in Ireland and the United Kingdom.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on April 7,
2010, Fitch Ratings affirmed Anglo Irish Bank Corporation's lower
Tier 2 subordinated debt downgraded to 'CCC' from 'BBB+'.  Fitch
affirmed the rating on the bank's Upper Tier 2 subordinated notes
at 'CC'.  It also affirmed the rating on the bank's Tier 1 notes
at 'C'


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L U X E M B O U R G
===================


INTELSAT S.A.: Receives OK to Amend 2012 & 2013 Notes Indenture
---------------------------------------------------------------
Intelsat S.A. (formerly Intelsat, Ltd.) on April 22 said it had
received the requisite consents to amend certain terms of the
indenture governing its:

     * 7-5/8% Senior Notes due 2012 (CUSIP No. 45820EAB8); and
     * 6-1/2% Senior Notes due 2013 (CUSIP No. 45820EAH5).

The consent solicitation expired at 5:00 p.m. New York City time
on April 21, 2010.

Intelsat S.A. has been advised by Global Bondholder Services
Corporation, the Tabulation and Information Agent, that, as of the
Expiration Time, consents were delivered and not revoked in
respect of at least a majority in aggregate principal amount of
each of the 2012 notes and the 2013 notes.

As a result, Intelsat S.A. and The Bank of New York Mellon
(formerly The Bank of New York), as the trustee under the
indenture governing the notes, entered into a supplemental
indenture implementing the amendments.  The amendments amend the
indenture for the notes to substantially align the restrictions on
Intelsat S.A.'s ability to incur secured debt with similar
restrictions applicable to certain of its subsidiaries and to make
certain other technical changes to the indenture.  Intelsat S.A.
will make a payment to each security holder that validly delivered
its consent prior to the Expiration Time, and did not validly
revoke such consent, equal to 2.00% of the outstanding principal
amount of the notes for which such security holder provided its
consent.

Barclays Capital Inc. acted as the sole Solicitation Agent for the
consent solicitation. Global Bondholder Services Corporation acted
as the Tabulation and Information Agent.

Headquartered in Luxembourg, Intelsat Ltd., formerly PanAmSat
Corp., -- http://www.intelsat.com/-- is the largest fixed
satellite service operator in the world and is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.  The
company has a sales office in Brazil.

As of December 31, 2009, the Company had US$17,342,935,000 in
total assets against total current liabilities of US$814,643,000;
long-term debt, net of current portion of US$15,223,010,000;
deferred satellite performance incentives, net of current portion
of US$128,774,000; deferred revenue, net of current portion of
US$254,636,000; deferred income taxes of US$548,719,000; accrued
retirement benefits of US$239,873,000; other long-term liabilities
of US$335,159,000; and non-controlling interest of US$8,884,000;
resulting in stockholders' deficit of US$215,763,000.


REYNOLDS GROUP: S&P Assigns 'B-' Rating on US$1BB Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
debt rating to the proposed US$1.0 billion senior unsecured notes
due 2018 to be issued by Reynolds Group Issuer (Lux) S.A., a
subsidiary holding entity of Reynolds Group Holdings Ltd.
(B+/Negative/--).  At the same time, S&P assigned a recovery
rating of '6' to this debt, indicating S&P's expectation of
negligible (0%-10%) recovery for creditors in the event of a
payment default.  The company intends to use the proceeds of the
proposed notes to partially fund the acquisition of Evergreen
Packaging Inc. and Whakatane Paper Mill.  The company also plans
to raise an additional US$800 million of incremental term loan
through an amendment to its existing senior secured facilities.

The recovery rating of '2' on the existing senior secured debt
(rated 'BB-') issued by Reynolds Group Issuer (Lux) takes into
account the fairly comprehensive security and guarantee package.
However, the multijurisdictional nature of Reynolds Group
Holdings, security sharing arrangements, and a complex structure
could complicate any insolvency and enforcement proceedings.  S&P
believe, however, that cross guarantees, shared first-lien
security, and intercreditor deeds could mitigate these
complications.

The proposed notes have a similar guarantee package to that for
the other debt classes in the structure, with the guarantor group
contributing 88% of EBITDA, assets and revenues.

The proposed notes are unsecured and, in S&P's view, are
subordinated to the existing senior secured facilities and senior
secured notes by virtue of the security available to the secured
debt in the capital structure.  However, for the purpose of S&P's
analysis S&P assume that they rank pari passu with the
EUR480 million 8% senior secured notes due 2016 (rated 'B-';
recovery rating '6') issued by Beverage Packaging Holdings
(Luxembourg) II S.A. (B+/Negative/--) on account of the similar
guarantee package.  The EUR420 million 9.5% subordinated notes
(rated 'B-'; recovery rating '6') issued by Beverage Packaging
Holdings (Luxembourg) II S.A. are contractually subordinated to
the proposed notes.

The ratings are based on preliminary information and are subject
to S&P's satisfactory review of final documentation.  In the event
of any changes to the amount or terms of the bond, the assumptions
underpinning S&P's recovery and issue ratings might be subject to
further review.

                         Recovery Analysis

The recovery rating on the proposed notes is '6', indicating S&P's
expectation of negligible (0%-10%) recovery for creditors in the
event of a payment default.

For S&P's hypothetical default scenario, S&P has valued the
business on a going-concern basis because S&P believes that
Reynolds Group Holdings' "satisfactory" business risk profile,
along with the stable and global operations, would result in the
business being sold off as a going concern along the path to
default, which, in S&P's scenario, would occur in 2014.  S&P has
pushed the default year to 2014 based on Reynolds Group Holdings'
solid performance and good quality businesses.

In S&P's view, a default would result from a combination of
generally high leverage, debt-funded acquisitions, and a margin
squeeze that arises from macroeconomic weakness, consistently
weaker revenue generation capacity across all divisions, and
rising raw material costs.  Furthermore, S&P assumes that
restructuring, operating, and capital investments will not deliver
the anticipated cost benefits.  In addition, S&P assumes a rise in
marketing expenditure in an attempt to stimulate sales.

S&P believes that at the point of hypothetical default, the
business would be valued at approximately EUR2.8 billion with
EBITDA at default of EUR455 million.  S&P deduct priority
obligations, comprising enforcement costs and securitization
facilities, of approximately $380 million.  The prior-ranking
senior secured facilities comprise approximately $2.7 billion,
which results in recovery prospects of 70%-90% for the senior
secured debt facilities and secured notes and 0%-10% for the
proposed notes, which corresponds to a recovery rating of '6' on
this instrument.

                           Ratings List

                            New Rating

                     Group Issuer (Lux) S.A.

         US$1.0 bil. snr unsecd nts (proposed)      B-
           due 2018*
            Recovery rating                         6

            Guaranteed by Reynolds Group Holdings Ltd.


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P O R T U G A L
===============


COMBOIOS DE PORTUGAL: S&P Cuts Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term corporate credit rating to 'BBB+' from 'A-' on 100%
state-owned Comboios de Portugal, E.P.E, the Portuguese national
railway operator.  At the same time, the rating was placed on
CreditWatch with negative implications.

The rating actions follow S&P's downgrade yesterday of the
Republic of Portugal (A-/Negative/A-2), and are based on the
application of its criteria for government-related entities.

"The 'BBB+' rating on CP reflects S&P's opinion that there is an
'extremely high' likelihood that the Portuguese state would
provide timely and sufficient extraordinary support to CP in the
event of financial distress," said Standard & Poor's credit
analyst Jose Ramon Abos.  "It also reflects S&P's assessment of
CP's stand-alone credit profile, which S&P considers to be 'BB-'."

In accordance with S&P's GRE criteria, its view of an "extremely
high" likelihood of extraordinary government support is based on
S&P's assessment of CP's:

* "Critical" role as virtually the only passenger rail transport
  provider in Portugal and the predominant freight carrier, which
  S&P believes give it strategic importance for the state.
  Although Portugal has adopted EU transport directives,
  competition from private players has been negligible to date.
  S&P notes it could gradually increase over the medium term,
  however, most likely in the freight sector.

* "Very strong" link with the Portuguese government, given CP's
  100% state ownership; its strong legal status, which prevents
  bankruptcy and privatization; and the state's tight control and
  influence over the entity.  In S&P's opinion, the government's
  compensation to CP for below-cost tariffs has been historically
  insufficient, but the government has offset this by granting
  explicit and timely guarantees on CP's debt when needed.

"The negative CreditWatch implications reflect the possibility of
a downgrade if S&P's expectations of extraordinary government
support for CP weaken, or if S&P believes that the long-awaited
government contract between the state and CP aimed at ensuring
CP's financial sustainability will not be implemented shortly,"
said Mr. Abos.

S&P observe that CP's business units -- especially cargo -- are
increasingly deregulated and exposed to competition, which could
jeopardize the government's ability to continue providing
sufficient and timely support to CP, especially given the more
restrictive EU framework for state aid to railway operators.

S&P expects to be able to resolve the CreditWatch listing within
the next three months, following discussions with the Portuguese
government.  From these discussions, S&P will aim to determine the
likelihood that the abovementioned contract between the state and
CP will be implemented in the short term.

"If S&P conclude that the contract's implementation may be
delayed, that the financial support embedded in the contract is
likely to fall short of S&P's expectations, or that the likelihood
of timely and sufficient extraordinary support from the government
to CP could weaken, S&P could reassess CP's link with and role for
the Portuguese state and lower the rating on the company," said
Mr. Abos.


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R U S S I A
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POLYMETAL OAO: Posts US$96-Mil. Profit in 2009 Following Loss
-------------------------------------------------------------
Ilya Khrennikov at Bloomberg News reports that OAO Polymetal on
Thursday said the company posted profit of US$96 million last
year, after a loss of US$15.7 million the previous year.

JSC Polymetal (Polimetall OAO) -- http://www.polymetal.ru/-- is a
Russia-based company that is engaged in the exploration and
production of gold and silver.  Its overall annual production is
eight tons of gold and 538 tons of silver.  The Company operates
in the Magadan, Sverdlovsk and Chita Regions, and the Khabarovsk
and Krasnoyarsk Territories.  It is headquartered in Saint
Petersburg, Russian Federation.  In August 2008, JSC Polymetal
announced that it has acquired a 100% interest in Urals
Exploration Company, which holds the exploration and mining
license for Degtyarskoye gold-silver deposit, from Russian Copper
Company.  In January 2009, the Company acquried CJSC Artel of
prospectors Ayax (Ayaks).  In November 2009, the Company completed
the acquisition of a 100% interest in the Varvarinskoye Gold-
Copper Mine in Kazakhstan from Orsu Metals Corporation.  In
addition, in November 2009, the Company acquired CJSC Artel of
prospectors Ayax and OOO Rudnik kvartsevyi.

                           *     *     *

OAO Polymetal continues to carry Fitch Ratings' long-term foreign
and local currency issuer default ratings of 'B' and short-term
foreign and local currency IDRs of 'B' respectively.  The ratings
were assigned in October 2009.  The outlooks on all the Long-term
ratings are negative.

As reported by the Troubled Company Reporter-Europe on Oct. 14,
2009, the ratings were constrained by Polymetal's exposure to gold
and silver prices, gold and silver yield grades at mines, exchange
rate fluctuations and cost inflation.  Fitch also noted certain
execution risks inherent in the development of new mining
projects, including creation of gold processing hubs.

Fitch said unlike many large market leading mining companies, such
as Rio Tinto ('BBB+'/'F2'/Rating Watch Evolving) and Anglo
American ('BBB+'/'F2'/Stable), which have wide product
diversification, all of Polymetal's operations are in gold and
silver production.  Fitch also noted that the level of the
company's volume, revenue and EBITDAR is small in comparison to
other gold mining peers rated by the agency, which limits
Polymetal's financial flexibility and ability to attract new
financing and/or renegotiate existing debt.

According to Fitch, Polymetal's creditworthiness is also
constrained by its limited geographical reach, as the company's
strategy is to continue as a regional player in the Commonwealth
of Independent States (CIS).  Fitch said this renders the company
vulnerable to volatile economic and political conditions in CIS
countries.

Fitch said the Negative Outlook reflects Fitch's concerns about
the company's liquidity in 2011, due to a potential peak of debt
repayment, estimated by Fitch at US$250 million-US$350 million, as
a result of a possible exercise of a put option of Polymetal's
rouble bonds and maturing debt.  Given Polymetal's expected free
cash flow of US$30 million-60 million in 2011, the agency believes
the company may face significant liquidity risks should it be
unable to raise new debt and/or renegotiate its existing debt.


URALCHEM OJSC: Ex-Minority Investor Calls on FSA to Probe IPO
-------------------------------------------------------------
Rowena Mason and Richard Fletcher at The Daily Telegraph
report that the Financial Services Authority has been asked to
investigate the proposed US$600 million (GBP400 million) London
listing of Uralchem.

The report relates a former minority investor has written to the
regulator claiming that the debt-laden company does not adequately
disclose the risks to its business in its prospectus for the
initial public offering, for which Morgan Stanley is the
bookrunner.

According to the report, the ex-investor claims that Uralchem's
prospectus "falls far short" of explaining to investors the severe
environmental criticism leveled at the company in recent years and
the threat of legal action from both campaigners and Russian
pollution authorities.

Citing the Financial Times, the Troubled Company Reporter-Europe
reported on April 9, 2010, that analysts remained skeptical that
the company would be able to achieve its US$500 million-US$600
million target.  The FT said the company is racing to pay back
US$1.4 billion in debt, US$178 million of which is due before the
end of the year.  "Theoretically Uralchem could have waited [to do
the IPO] in the autumn or next spring, but the debt burden was
probably pushing them to do it earlier," the FT quoted Yelena
Sakhnova, a senior analyst at VTB Capital, as saying.

URALCHEM OJSC -- http://uralchem.com/-- is one of the largest
producers of mineral fertilizers in the Russian Federation, the
CIS and the Eastern Europe.


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


ORDU YARDIMLASMA: S&P Raises Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term corporate credit rating on Turkey-based pension fund Ordu
Yardimlasma Kurumu to 'BB+' from 'BB'.  At the same time, the 'B'
short-term corporate credit rating on OYAK was affirmed.  The
outlook remains stable.

In addition, the long-term Turkish national scale rating on OYAK
was raised to 'trAA+' from 'trAA', while the short-term Turkish
national scale rating was affirmed at 'trA-1'.

"The rating actions follow a review and reflect OYAK's continuing
track record of nil net debt, conservative financial policy, and
substantial and increasing cash balances," said Standard & Poor's
credit analyst Stuart Clements.  "The upgrade also follows an
improvement in the Republic of Turkey's sovereign credit rating,
which acts as a constraining factor on S&P's rating on OYAK."

OYAK is the largest privately owned supplementary pension provider
for military personnel in Turkey.  It has more than 250,000
members and investments in six associate and 23 subsidiary
companies.

OYAK currently makes use of modest amounts of spot bank loans
for investing in financial assets.  However, with large and
growing cash balances, OYAK remains in a nil net debt position,
which it has maintained for the past three fiscal years.
Despite a growing benefit payout deficit, OYAK's investment
income and dividends from equity participations produce a
positive cash flow, increasing its liquid asset portfolio to
Turkish lira (TRY) 5.98 billion (US$3.9 billion) as of Dec. 31,
2009.

The ratings on OYAK remain constrained by those on the sovereign.
Also, while much of OYAK's cash and liquid assets are maintained
outside of Turkey, the pension fund's equity holdings include a
sizable proportion of lower-rated or unrated Turkish entities,
including Eregli Demir ve Celik Fabrikalari T.A.S. (Erdemir;
B/Negative/--) a local steel manufacturer.  Furthermore, S&P
understands that only about 15% of the market value of the
investment portfolio (including cash and equivalents) is invested
in listed companies, which S&P believes could make disposals more
difficult.

In S&P's opinion, OYAK's holding portfolio will continue to
perform well over the near term and that its pension fund activity
will maintain solid financial strength.  S&P considers a maximum
ratio of net debt to the market value of OYAK's investment
portfolio of 10% to be commensurate with the current rating.


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


DTEK FINANCE: Fitch Assigns 'B-' Rating on US$500 Mil. Notes
------------------------------------------------------------
Fitch Ratings has assigned DTEK Finance B.V.'s US$500 million,
9.5% coupon and five-year eurobond issue a foreign currency senior
unsecured rating of 'B-' with a Recovery Rating of 'RR4'.

DTEK Finance B.V. is a finance vehicle for DTEK Holdings B.V., the
Dutch ultimate holding company for the DTEK group, which consists
of operating companies in the coal mining and power sector in
Ukraine.  At an intermediate level these operating companies are
owned by a Cyprus-registered holding company, DTEK Holdings Ltd.,
which is rated Long-term Issuer Default Rating 'B-' with a Stable
Outlook.

Proceeds from the bonds are to be used to refinance at least
US$130m of short-term, secured debt, and for capital expenditure
and general corporate purposes.  The bonds are unsecured
obligations of DTEK Finance B.V., guaranteed by DTEK Holdings
B.V., DTEK Holdings Ltd., and the significant operating companies
of the DTEK group (which include the major power generation and
coal mining subsidiaries).

The bond indenture contains specific covenants, including
limitations on payments to shareholders, restrictions on
permissible business activities, requirements for arm's length
affiliate transactions, financial disclosure requirements and a
maximum permissible level of leverage.  Events of default are
comprehensive and include cross-default to other DTEK debt.  The
issuer has three forms of call option on the eurobond, while
investors maintain one put option, each of which is described in
detail in the bond documentation.  One of the issuer's call
options allows the issuer to repay up to 35% of the eurobond
principal with the cash proceeds of a DTEK equity offering, within
90 days of any such offering.

In FY09, DTEK reported a Fitch-calculated operating EBITDAR of
UAH3,220 million, down 2% from FY08, net adjusted debt to
operating EBITDAR of 1.5x (1x in FY08), and funds from operations
interest coverage of 6.3x (9.3x in FY08).


NADRA BANK: Transfer of Assets, Liabilities to Rodovid Canceled
---------------------------------------------------------------
Ukraine's Cabinet of Ministers has canceled the decision to
transfer Nadra Bank's assets and liabilities to Rodovid Bank,
Ukrainian News Agency reports, citing National Bank of Ukraine's
First Deputy Chairman Anatolii Shapovalov.

According to the report, Mr. Shapovalov said the possibility of
the government and a private investor jointly participating in the
operations of the bank is presently being considered.  Reuters
relates Mr. Shapovalov said the investor is an industrial group
registered in Austria.  He said that the government would allocate
UAH5 billion for improving the financial health of the bank and
that the investor was ready to provide an additional UAH5 billion,
the report notes.

The report recalls the resolution No. 1430 that the Cabinet of
Ministers adopted on December 23, 2009, provided for
recapitalizing Rodovid Bank with UAH7.5 billion to enable the bank
to pay the Nadra bank's depositors.

As reported by the Troubled Company Reporter-Europe, Nadra is
under temporary administration.

Nadra KB VAT (Commercial Bank Nadra OJSC) --
http://www.nadra.com.ua/-- is a Ukraine-based nation-wide
universal commercial bank.  It provides financial services to
three client segments: individuals, small and medium-sized
enterprises and corporate clients.  Its customer services platform
comprises a network of branches located in all Ukrainian major
cities, numerous Automated Teller Machines (ATM) and Point of Sale
terminals, as well as an electronic contact center.  Nadra KB VAT
has in its offer micro-loans, credit lines, overdrafts, personal
and corporate credit and debit cards, current accounts, time
deposits, cash management services, deposit taking, cash
management and account services, corporate cards and securities
transactions.


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


CADOGAN PETROLEUM: Posts GBP107.2 Mil. Loss on Asset Impairment
---------------------------------------------------------------
Anirban Sen at Reuters reports that Cadogan Petroleum posted a
wider full-year loss as its Ukrainian assets were impaired by
GBP63.5 million (US$96.81 million).

Reuters relates Cadogan posted a pretax loss of GBP107.2 million,
compared with GBP24.4 million in the year-ago period.  The
company, as cited by Reuters, said a strategic review of its
assets had revealed that the drilling equipment used in Ukraine
were inadequate and hindered proper evaluation and development of
its assets.

According to Reuters, Cadogan said it had sufficient capital to
continue as a going concern.

Reuters notes analyst Nadiia Ivanchuk of Gainsfort Research,
however, said she does not expect the company to continue to
operate.

Reuters recalls Cadogan said in June it started litigation in the
High Court in London against its former chief executive and chief
operating officer after an internal probe into potential
accounting irregularities.

Cadogan Petroleum plc -- http://www.cadoganpetroleum.com/-- is an
independent oil and gas exploration, development and production
company with onshore gas, condensate and oil assets in Ukraine.
The Company owns and operates working interests in 11 gas,
condensate and oil exploration and production licenses throughout
east and west Ukraine.  These assets lie in two of the three
hydrocarbon basins in Ukraine with gas transportation
infrastructure: the Carpathian Basin and the Dnieper-Donets Basin.
In western Ukraine the Company has interests in six exploration
and development and two production licenses within the Carpathian
Basin.  In eastern Ukraine, it operates the Pokrovskoe,
Zagoryanska and Pirkovskoe licenses in the Poltava region.  These
licenses lie in the Dnieper-Donets basin, which is an oil and gas
basin.  Its primary focus is on the fields, Borynya and Bitlya,
within the Bitlyanska license and the Pokrovskoe, Zagoryanska and
Pirkovskoe fields.  During the year ended December 31, 2008, it
acquired LLC Mercor.


INEOS GROUP: To Issue High-Yield Bonds to Refinance Senior Debt
---------------------------------------------------------------
Sonja Cheung and Caroline Hyde at Bloomberg News report that
Ineos Group Holdings Plc said it is raising EUR700 million (US$923
million) from high-yield bonds to refinance some of its senior
debt.

Bloomberg relates Ineos said in a statement Wednesday the five-
year senior-secured notes will be issued in euros and dollars
though finance unit Ineos Finance Plc.  According to Bloomberg, a
banker involved in the sale, who declined to be identified because
terms aren't set, said the securities will rank the same as the
company's first-lien bank debt.

The banker, as cited by Bloomberg, said the new notes are expected
to be rated B2 by Moody's Investors Service, five levels below
investment grade.  High-yield debt is graded below Baa3 by Moody's
and BBB- by Standard & Poor's, Bloomberg notes.

As reported by the Troubled Company Reporter-Europe on April 20,
2010, The Scotsman said that Ineos Group won backing for its
latest EUR1 billion (GBP877 million) refinancing.

                        About INEOS Group

INEOS Group is a diversified chemical company consisting of
several businesses.  Product lines include ethylene oxide-based
specialty and intermediate chemicals, fluorochemicals used as
refrigerants and propellants, and phenol and acetate products.
INEOS Chlor makes chlor-alkali chemicals, and INEOS Films and
Compounds manufactures PVC and PET films.  INEOS Group was formed
in 1998 after a management buyout led by CEO Jim Ratcliffe, who
controls the group.  Mr. Ratcliffe has placed INEOS among the
world's top chemical companies (with ExxonMobil, Dow, and BASF)
through his many and varied acquisitions.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 22,
2010, Standard & Poor's Ratings Services said that it has revised
its outlook to developing from negative on U.K.-based chemical
group Ineos, which includes Ineos Group Holdings PLC and Ineos
Holdings Ltd. At the same time Standard & Poor's affirmed its
'CCC+' long-term corporate credit rating on Ineos.

On March 22, 2010, the Troubled Company Reporter-Europe reported
that Moody's Investors Service has undertaken a series of rating
actions related to Ineos Group Holdings plc and its various debt
instruments in conjunction with assigning a positive outlook:

  (i) Corporate Family Rating upgraded by one notch to Caa1;

(ii) The ratings on the first lien senior secured bank
      facilities were upgraded by two notches to B2; and

(iii) The ratings on the EUR650 m 2015 2d lien senior secured
      loans were upgraded by one notch to Caa2.

The Caa3 ratings on 2016 senior g-teed notes were not affected.


LANDMARK MORTGAGE: S&P Affirms Rating on Class D Notes at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
all classes of notes in Landmark Mortgage Securities No. 1 PLC and
placed its ratings on the class Ba, Bc, C, and D notes in Landmark
Mortgage Securities No. 2 PLC on CreditWatch negative.  The class
Aa and Ac notes in Landmark 2 remain unaffected.

In S&P's opinion, total delinquencies in Landmark 1 remain high
with total delinquencies of 42.3%, of which 29.8% are greater than
four months in arrears (including repossessions).  The high
arrears have been offset by significant deleveraging with a
current pool factor of 43% and an increase in credit enhancement
for all classes of notes.  As such, S&P has affirmed the ratings
on all classes of notes.

In Landmark 2, total delinquencies are in S&P's view also high at
36.9%, of which 25.3% are greater than four months in arrears
(including repossessions).  This level of arrears has increased
S&P's weighted-average foreclosure frequency for the pool.  The
prepayment speed for this transaction is lower than for Landmark
1, so the pool factor is higher at 73%.  This smaller deleveraging
and higher WAFF means the notes may be unable to pass their
current rating stresses, and as such S&P has placed the mezzanine
and junior classes on CreditWatch negative.

In the near to medium term, S&P expects prepayments to stay low in
both deals.  S&P believes borrowers are unwilling to refinance
because their current rates are still competitive in the mortgage
market.  Other borrowers will also be unable to refinance if they
are in arrears or negative equity.

S&P expects to resolve the CreditWatch placements after the June
interest payment date, when S&P will run an updated cash flow
analysis with updated loan-level information.  S&P will pay
particular attention to severe delinquencies and loss severities
on sold repossessions.

Landmark 1 closed in July 2006 and Landmark 2 closed in March
2007.  The mortgages were originated by Unity Homeloans Ltd.,
Infinity Mortgages Ltd., and Amber Homeloans Ltd. and secured over
freehold and leasehold, owner-occupied and buy-to-let properties
in the U.K.

                           Ratings List

                         Ratings Affirmed

              Landmark Mortgage Securities No. 1 PLC
        EUR105.2 Million, GBP127.1 Million Mortgage-Backed
                       Floating-Rate Notes

                       Class       Rating
                       -----       ------
                       Aa          AAA
                       Aa DAC      AAA
                       Ac          AAA
                       Ac DAC      AAA
                       B           A
                       Ca          BBB
                       Cc          BBB
                       D           B

              Ratings Placed on Creditwatch Negative

              Landmark Mortgage Securities No. 2 PLC
       EUR51.5 Million, GBP322.645 Million Mortgage-Backed
                       Floating-Rate Notes

                                   Rating
                                   ------
               Class       To                 From
               -----       --                 ----
               Ba          A/Watch Neg        A
               Bc          A/Watch Neg        A
               C           BB+/Watch Neg      BB+
               D           B+/Watch Neg       B+


LLOYDS BANKING: Probed Over Poor Handling of Customer Complaints
----------------------------------------------------------------
Josephine Cumbo and Sharlene Goff at The Financial Times report
that the Financial Services Authority's enforcement division is
investigating Lloyds Banking Group and Royal Bank of Scotland over
their poor handling of customer complaints following an industry-
wide probe into the issue.

According to the FT, after a review of several of the biggest
banks, the City regulator found evidence that they were rewarding
staff who put bonuses before the fair handling of customer
disputes or whose senior managers took little interest in
complaint resolution.

The FSA has demanded that five banks make significant changes to
the way they deal with complaints, the FT says.

The FSA's report, which was largely triggered by record volumes of
complaints about payment protection insurance, found that some
banks were encouraging poor complaint handling by paying staff
bonuses to keep redress down to set levels, rather than delivering
a fair outcome for the customer, the FT relates.

Neither RBS nor Lloyds would be drawn on whether they were the
subject of further investigation, the FT notes.

                    About Lloyds Banking Group PLC

Lloyds Banking Group PLC, formerly Lloyds TSB Group plc,
(LON:LLOY) -- http://www.lloydsbankinggroup.com/-- is a United
Kingdom-based financial services group providing a range of
banking and financial services, primarily in the United Kingdom,
to personal and corporate customers.  The Company operates in
three divisions: UK Retail Banking, Insurance and Investments, and
Wholesale and International Banking.  Its main business activities
are retail, commercial and corporate banking, general insurance,
and life, pensions and investment provision.  The Company also
operates an international banking business with a global footprint
in 40 countries.  Services are offered through a number of brands,
including Lloyds TSB, Halifax, Bank of Scotland, Scottish Widows,
Clerical Medical and Cheltenham & Gloucester.  On January 16,
2009, Lloyds Banking Group plc acquired HBOS plc.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on March 17,
2010, Standard & Poor's Ratings Services said that it lowered its
rating on a GBP56.472 million 6.475% preference share issue by
Lloyds Banking Group (A/Stable/A-1) to 'C' from 'CC' following the
first missed coupon payment.  The counterparty credit ratings on
Lloyds are unaffected by this action.  The rating action is the
first of S&P's forthcoming rating actions on over 40 hybrid
instruments issued by Lloyds and related entities with
discretionary coupon payments.  Each security will be lowered to
'C' from 'CC' on the date of the first coupon payment to be
missed.


PORTSMOUTH FOOTBALL: Platini Blames Collapse on Premier League
--------------------------------------------------------------
The Press Association reports that Michel Platini, the president
of the Union of European Football Associations, has criticized
what he calls the "liberalism" in Premier League financial
regulations which he claims led to Portsmouth going into
administration.

The report relates premier League chief executive Richard
Scudamore said the south coast club, who last week reported debts
of GBP119 million, had got into the position they were in through
"rank bad management."  The report notes Mr. Platini argues that
greater checks and balances should have been in place to prevent
Portsmouth trying to live above their means.

According to the report, Mr. Platini told The Times: "I'm not in
favor of the big liberalism of what has happened with the English
clubs.  I'm not an expert of finance, but it was easy to
understand that clubs like Portsmouth would be in big danger of
going bankrupt and going down.  We have to protect them.  Why was
this club winning (the FA Cup in 2008) with losses of GBP50
million?"

The report recounts the Premier League responded to Mr. Platini's
comments by saying in a statement, "Had we been able to introduce
our financial criteria a year earlier, that would have certainly
helped ease the problems faced by Portsmouth."

As reported by the Troubled Company Reporter-Europe, Bloomberg
News said Portsmouth on Feb. 26 became the first team in England's
Premier League to go into administration after U.K. authorities
tried to force its closure over unpaid tax of GBP12.1 million.

Portsmouth Football Club Ltd. -- http://www.portsmouthfc.co.uk/--
operates Portsmouth FC, a professional soccer team that plays in
the English Premier League.  Established in 1898, the club boasts
two FA Cups, its last in 2008, and two first division
championships.  Portsmouth FC's home ground is at Fratton Park;
the football team is known to supporters as Pompey.  Dubai
businessman Sulaiman Al-Fahim purchased the club from Alexandre
Gaydamak in 2009.  A French businessman of Russian decent,
Gaydamak had controlled Portsmouth Football Club since 2006.


ROYAL BANK: Probed Over Poor Handling of Customer Complaints
------------------------------------------------------------
Josephine Cumbo and Sharlene Goff at The Financial Times report
that the Financial Services Authority's enforcement division is
investigating Lloyds Banking Group and Royal Bank of Scotland over
their poor handling of customer complaints following an industry-
wide probe into the issue.

According to the FT, after a review of several of the biggest
banks, the City regulator found evidence that they were rewarding
staff who put bonuses before the fair handling of customer
disputes or whose senior managers took little interest in
complaint resolution.

The FSA has demanded that five banks make significant changes to
the way they deal with complaints, the FT says.

The FSA's report, which was largely triggered by record volumes of
complaints about payment protection insurance, found that some
banks were encouraging poor complaint handling by paying staff
bonuses to keep redress down to set levels, rather than delivering
a fair outcome for the customer, the FT relates.

Neither RBS nor Lloyds would be drawn on whether they were the
subject of further investigation, the FT notes.

The Royal Bank of Scotland Group plc (NYSE:RBS) --
http://www.rbs.com/-- is a holding company of The Royal Bank of
Scotland plc (Royal Bank) and National Westminster Bank Plc
(NatWest), which are United Kingdom-based clearing banks.  The
company's activities are organized in six business divisions:
Corporate Markets (comprising Global Banking and Markets and
United Kingdom Corporate Banking), Retail Markets (comprising
Retail and Wealth Management), Ulster Bank, Citizens, RBS
Insurance and Manufacturing.  On October 17, 2007, RFS Holdings
B.V. (RFS Holdings), a company jointly owned by RBS, Fortis N.V.,
Fortis SA/NV and Banco Santander S.A. (the Consortium Banks) and
controlled by RBS, completed the acquisition of ABN AMRO Holding
N.V. (ABN AMRO).  In July 2008, the company disposed its entire
interest in Global Voice Group Ltd.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on March 29,
2010, Standard & Poor's Ratings Services said that it lowered its
ratings on "may pay" Tier 1 securities issued or guaranteed by The
Royal Bank of Scotland Group PLC (A/Stable/A-1) to 'C' from 'CC'.
At the same time, the rating on the RBSG-related security issued
by Argon Capital PLC was similarly lowered to 'C' from 'CC'.  The
counterparty credit ratings and stand-alone credit profiles of
RBSG and subsidiaries, and the ratings on other debt securities
issued by these entities, are unaffected.


TAYLOR WIMPEY: U.K. Home Prices Up 9% as Market Improves
--------------------------------------------------------
Tim Barwell at Bloomberg News reports that Taylor Wimpey Plc said
its prices in Britain increased about 9% in the first four months
of the year as the market improved.

Bloomberg relates Taylor Wimpey said Thursday in a statement about
half the price gain over the year-earlier period came from
offering higher-end homes.  According to Bloomberg, Taylor Wimpey
has achieved 74% of its targeted annual sales in the U.K. and 99%
of first-half sales.

"Although economic and political risks remain in the U.K., we
believe that the underlying shortfall of new build housing and the
strong levels of demand will continue to underpin the market,"
Bloomberg quoted Taylor Wimpey as saying in the statement.

Bloomberg notes the company said net debt fell to GBP660 million
(US$1 billion), from GBP750.1 million at the end of December.

                        About Taylor Wimpey

Taylor Wimpey plc -- http://www.taylorwimpey.com-- is a
homebuilding company with operations in the United Kingdom, North
America, Spain and Gibraltar.  The Company has 34 regional
businesses and five smaller satellite operations.  It operates two
core brands: Bryant Homes and George Wimpey.  The George Wimpey
brand incorporates modern design and contemporary living into each
home and offers customers a range of options to personalize their
home.  Its Gibraltar business operates in the luxury apartment
market.  The Company operates in five divisions: Housing United
Kingdom, Housing North America, Housing Spain and Gibraltar,
Construction and Corporate. On July 3, 2007, George Wimpey PLC
merged with Taylor Woodrow plc to create Taylor Wimpey plc.  In
September 2008, the Company announced the sale of the United
Kingdom business of Taylor Woodrow Construction to VINCI PLC.

                           *     *     *

Taylor Wimpey continues to carry Fitch Ratings' 'B' long-term and
short-term issuer default ratings and 'B-' senior unsecured
rating.  The outlook on the long-term IDR is stable.  The long-
term IDR was upgraded by Fitch from 'B-' and the senior unsecured
rating from 'CCC'.

As reported by the Troubled Company Reporter-Europe on Aug. 17,
2009, the upgrade of the ratings reflected TW's improved credit
profile, largely due to debt amendments in April which avoided an
imminent covenant breach and aligned all bank and bond maturities
to 2012, a GBP510 million equity raising in May which reduced debt
levels, and evidence of positive free cash flow (GBP233 million at
H109,  n a LTM basis).  These measures were achieved despite a
severe downturn in TW's key UK and US housing markets.  TW's
ratings had been on RWP pending receipt of information and a
review of TW's updated strategy and forecasts, which has now been
completed.

Fitch said the ratings were nonetheless constrained by significant
concerns that TW may not be sufficiently cash-generative over the
coming three years to repay or support the refinancing of up to
GBP1,875 million (if fully drawn) of debt maturities in 2012,
especially if housing market conditions remain weak.  Despite the
reduction in debt following the equity issuance, TW remained over-
leveraged with net debt of GBP1,034 million relative to funds from
operations (FFO) of GBP58.2 million as of H109, on an LTM basis.

According to Fitch, TW's ability to deleverage and position itself
for a refinancing remains highly dependent on market conditions.
Despite tentative signs of a stabilization in the UK housing
market, fundamental indicators, such as unemployment,
affordability, mortgage lending and interest rate expectations
point to risks of further market weakness over the coming 1-3
years.  Weak market conditions, or even a secondary downturn,
could stress TW's cash flows to the point where material
deleveraging is not achievable.

The ability of TW to reduce debt will also depend on its
management of working capital.

Covenant headroom may also be a concern going forward, with Fitch
forecasting that TW could struggle to comply with its operational
cash flow covenant by as early as 2011 as covenant levels tighten.
Thus although TW's current liquidity position appears strong (with
cash balances of GBP73 million and access to GBP806 million of
committed undrawn facilities at H109, relative to zero scheduled
debt maturities until 2012), liquidity issues could re-emerge if
covenant compliance becomes problematic.


WATFORD FOOTBALL: Shareholders Back GBP7.5 Mil. Rights Issue
------------------------------------------------------------
ClubCall reports that shareholders of Watford Football Club agreed
to back Lord Ashcroft's GBP7.5 million rights issue.

The report recalls majority shareholder Lord Ashcroft offered the
proposal over Christmas, at the time the club were thought to be
"within hours" of going into administration, and now he will
underwrite GBP7.5 million.

According to the report, former chairman Graham Simpson and
director David Fransen will convert their existing loans to
restructure the club's GBP8.63 million debt, while a further
GBP1.5 million will be made available for the running of the
Vicarage Road side.

Watford will still have to sell players in the summer to generate
income, the report notes.

Watford Football Club is an English professional association
football club based in Watford, Hertfordshire.


WINDERMERE XI: Fitch Cuts Ratings on Two Classes of Notes to 'D'
----------------------------------------------------------------
Fitch Ratings has downgraded Windermere XI plc's junior commercial
mortgage-backed notes due April 2017 and affirmed the remaining
tranches:

  -- GBP471.5 million class A: affirmed at 'BBB-'; Outlook
     Negative

  -- GBP53.5 million class B: affirmed at 'B'; Outlook Negative

  -- GBP41.8 million class C: affirmed at 'CC'; Recovery Rating
     'RR4' assigned

  -- GBP19.4 million class D: downgraded to 'D' from 'C'; 'RR6'
     assigned

  -- GBP0.0 million class E: downgraded to 'D' from 'C'

The downgrades reflect the GBP19.5 million principal loss in
respect of the Shrewsbury loan that has been allocated to the
class E and class D notes.  The three shopping centers securing
the GBP85.7 million loan (GBP78 million was securitized) were sold
for GBP61.1 million in March 2010.  This is the first loss that
has been allocated to any Fitch-rated European CMBS bond.

On 6 April 2010 Fitch downgraded the class D and E notes to 'C'
based on the agency's estimated note losses of GBP20 million
(including the effect of swap breakage costs and other senior
fees).  This loss would have been sufficient to write off the
Class E tranche completely and significantly impair the class D
notes.  Fitch's rating definition of 'C' means a default is
imminent or inevitable.  Subsequently, at the April 2010 interest
payment date principal losses amounting to GBP19.5 million were
allocated in reverse sequential order to the notes.  This resulted
in the class E notes being completely written off (therefore no
Recovery Rating has been assigned), and then 40% of the class D
notes being written off.

Windermere XI plc is the April 2007 securitization of eight
commercial mortgage loans originated by Lehman Brothers Commercial
Paper Inc. Since closing, the Fleetwalk and Trent Road loans
(together contributing 5% of the loan pool) have been redeemed.
This, combined with scheduled amortization, reduced the note
balance to GBP651.5 million from GBP707.8 million.  With the
exception of the Government Income Portfolio loan, all the loans
have a B-note component.


* UK: Building Sector to Face More Insolvencies This Year
---------------------------------------------------------
Ed Hammond and Anousha Sakoui at The Financial Times report that
cash-strapped building companies are poised for a surge in
insolvencies this year, as the construction industry continues to
fight to overcome its worst downturn on record.

The FT says as companies gear up for the resumption of halted
projects and the prospect of new work, insolvency experts are
warning that squeezed working capital will lead to a spate of
business failures.

"The greatest danger to construction companies is that they will
fail even as they start to experience growth, because they find
that the extra working capital needed is not available or that
they have left it so late to look for additional funding that they
are too far back in the queue," the FT quoted Nick Hood, London
partner of Begbies Traynor, a restructuring specialist, as saying.

The number of building companies experiencing significant or
critical financial problems has risen 30% since the start of the
year, the FT discloses, citing data from Begbies Traynor.

Citing figures from PwC, the FT notes insolvencies in the
construction sector fell 4% in the first quarter of 2010 from the
last quarter of 2009.

The FT also relates that insolvency specialists believe the number
of companies collapsing will pick up in the second half of 2010.

The FT relates Richard Fleming, UK head of restructuring at KPMG,
said that the rebound in demand for new building work could,
rather than rescuing ailing companies, push some businesses over
the edge.


===============
X X X X X X X X
===============


* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
             Into Winners!
--------------------------------------------------------------
Author:  Donald B. Bibeault
Publisher: Beard Books
Softcover: 424 pages
List Price: US$34.95

Corporate Turnaround offers, claims the author, a "four-pronged
approach" to taking the "mystery out of turnaround management."
One of the prongs -- Mr. Biebeault's personal experiences -- is
complemented with another prong -- interviews with sixteen top
turnaround specialists.  Together, they bring forth the drama and
the stakes of turnarounds.  The other two prongs -- surveys of
eighty-one corporate presidents and the author's exhaustive
research (400 references in all, taken from books, periodicals,
and scholarly writings) -- lend a great deal of substance and
authority to the book's subject matter.  This variety of material
greatly enriches the book, which is perhaps more relevant today
than it was in 1982 when it was first published.

Identifying the underlying causes for failure can be a futile
chicken-and-egg pursuit.  "Businesses decline for both
uncontrollable external reasons and for controllable internal
reasons," says Mr. Bibeault.  Nonetheless, Mr. Bibeault adds that
"[i]n most cases . . . business problems are internally
generated."  As one of his sources explains, managing a company is
like piloting a ship.  "If the ship is in good condition and the
captain is competent, it is almost impossible for it to be sunk by
a wave or a succession of waves."  A competent captain with a ship
in good condition can even bring it through a storm.

The manager of a company is different from the captain of a ship,
however, in that the manager not only has to pilot the company,
but is also responsible for its condition.  The central challenge
for a manager is to ensure that the company is structurally solid,
operationally relevant, efficient, and adaptable to be able to
weather any conditions the company might encounter.  Even though,
as Bibeault maintains, in practically all cases business problems
are internally generated, this does not rule out having to heed
external conditions.  External economic, political, or market
conditions expose and exacerbate a company's internal weaknesses.
"Management is not always able to deal with outside forces, even
when they can see them gathering."  A manager can be effective,
however, in "getting a company into a posture, both from a
marketing and financial point of view, where it can resist normal
business hazards and other more serious external challenges."  In
such circumstances, a turnaround may be a company's only hope for
survival, and the abilities of a turnaround manager are required.

Bibeault describes such managers as "the George Pattons of the
business world."  "They don't have a lot of friends, they're not
social successes, they're just known as blood-and-guts guys," is
the way one corporate executive puts it; a description repeated in
different words by other experienced businesspersons Bibeault
consulted.

In Corporate Turnaround, Bibeault explores every facet of a
turnaround.  The causes of a company's decline are followed with a
thorough consideration of the management basics in effecting a
turnaround.  The book also examines the attributes of the
turnaround manager and offers specific pragmatic steps for getting
on the path to recovery.  Lastly, Corporate Turnaround offers an
overall strategy.  The book is not only informative about the
crucial subject of corporate turnaround, but also a manual for
managing one.

Bibeault has worked on turnarounds of distressed companies for
over 25 years in addition to holding top executive positions in a
number of corporations.  He also holds advisory or governing board
positions with different universities and business groups.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.

                            *********


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.  Valerie U. Pascual, Marites O. Claro, Rousel Elaine
T. Fernandez, Joy A. Agravante and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *