TCREUR_Public/110427.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

           Wednesday, April 27, 2011, Vol. 12, No. 82

                            Headlines


B E L G I U M

AGEAS HYBRID: Fitch Affirms 'BB' Rating on Capital Instruments


C Z E C H   R E P U B L I C

SAZKA AS: Board Members Meet with Kellner, Komarek Over Future


G E R M A N Y

BAYERISCHE LANDESBANK: Fitch Lowers Rating on Securities to 'CCC'
PFLEIDERER AG: Creditors to Provide EUR100 Million Credit Line


I R E L A N D

FLEET STREET: S&P Puts 'B' Rating on Class D Notes on Watch Neg.
WESTON AERODROME: NAMA Appoints K. Wallace of KPMG as Receiver


L U X E M B O U R G

NRB FINANCE: Fitch Rates Exchangeable Bonds at 'B(exp)'


R U S S I A

AZOVSTAL PJSC: Fitch Affirms 'B' Issuer Default Ratings
FOREIGN ECONOMIC: S&P Upgrades Counterparty Credit Rating to 'B'
SOTSGORBANK OJSC: Moody's Cuts Long-Term Deposit Ratings to 'C'


U N I T E D   K I N G D O M

ALL SAINTS: Must Complete Rescue Buyout or Face Administration
BENNETTS: Hughes Completes Most of Firm's Outstanding Orders
BRABY: Goes Into Administration, Cuts 27 Jobs
BUSINESS MORTGAGE: Fitch Affirms 'CC' Rating on 2039 Class C Notes
BUTE COURT: Goes Into Administration, On Sale for GBP850,000

FLEMING DEVELOPMENTS: Administrators Sell Olympic Way Site
LOSELEY DAIRY: Goes Into Administration, Axes 83 Jobs
MCINERNEY HOLDINGS: Rothbury Housing Future Uncertain
MEDITERRANEAN OIL: Survival Hinges on Financial Rescue Package
NORTH WEST: To Enter Into Company Voluntary Arrangement

OPERA FINANCE: Fitch Affirms Rating on Class D Notes at 'BBsf'
PLYMOUTH ARGYLE: Owes GBP17.5 Million to Creditors
PRONUPTIA CHELMSFORD: Goes Into Liquidation
RANK GROUP: S&P Affirms 'B+' Long-Term Corporate Credit Rating
SILENTNIGHT HOLDINGS: MP Urges Creditors to Approve CVA

SOUTHERN WATER: Fitch Assigns 'B+' Final Senior Secured Rating
SPORT MEDIA: David Sullivan Saves Sunday Sports From Collapse
VISIT LONDON: Move Into Administration Leads to Pensions Row
WASTE2ENERGY HOLDINGS: Scottish Court Orders Liquidation of Unit
YORKSHIRE BUILDING: Fitch Affirms BB+ Rating on Convertible Notes


X X X X X X X X

* Corinne Ball to Lead Jones Day's Europe Restructuring Practice


                            *********


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B E L G I U M
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AGEAS HYBRID: Fitch Affirms 'BB' Rating on Capital Instruments
--------------------------------------------------------------
Fitch Ratings has affirmed AG Insurance's Insurer Financial
Strength (IFS) rating at 'A+' and Long-term Issuer Default Rating
(IDR) at 'A'.  Fitch has also affirmed the Long- and Short-term
IDRs of the Ageas holding companies: ageas SA/NV, ageas N.V. and
Ageas Insurance International N.V. (which merged with Ageas
Insurance N.V. and ageas Utrecht N.V.).  The agency has withdrawn
the ratings of Brussels Liquidation Holding, ageas Utrecht N.V.
and ageas Insurance N.V. as these entities no longer exist.  The
Outlooks on the IFS rating and the Long-term IDRs are Stable.
Fitch has also affirmed Ageas Insurance Company (Asia) Ltd's
(AICA) IFS ratings and Long-term IDRs, both with Stable Outlooks.
Millenniumbcp-Ageas operating entities' (MBCPA) IFS ratings remain
on Rating Watch Negative (RWN).

AG Insurance's ratings continue to reflect its strong capital
adequacy, leading business position in Belgium and healthy
profitability.  These strengths are offset by the company's lack
of geographical diversification.  AG Insurance reported a net
profit of EUR351 million in 2010 compared with EUR432 million in
2009, mainly due to lower non-recurring gains, higher weather-
related claims and one-off losses on its bond portfolio.  Fitch
expects AG Insurance's solvency to remain solid and that no
exceptional dividend will be paid to the holding companies in the
foreseeable future.  Key rating drivers that could lead to an
upgrade of AG Insurance include increased profitability in both
the life and non-life segments.  Conversely, deterioration in
capital adequacy to a level significantly below 200% over a
sustainable period could result in a downgrade.

AICA's rating does not assume group support and reflects further
strengthening of the company's standalone capitalization on a
risk-adjusted basis through the continued accumulation of
operating surplus.  Stable investment returns, along with ongoing
new business growth in the regular premium segment further
underpinned the company's operating profitability in 2010.  Key
rating driver that could lead to an upgrade of AICA include
continued progress in increasing its market presence by further
growing existing or new distribution channels.  Conversely,
deterioration in the local solvency margin to a level below 220%
over a sustainable period could result in a downgrade.

The ratings of the Ageas holding companies continue to take into
account the fact that they have more cash than needed to repay
their debt.  Nevertheless, Fitch believes that the holding
companies face litigation risk as a consequence of the
restructuring of the Ageas group, which is reflected by their IDRs
being two notches lower than that of AG Insurance.

The ratings actions are:

AG Insurance

   -- IFS rating affirmed at 'A+'; Outlook Stable

   -- Long-term IDR affirmed at 'A'; Outlook Stable

Ocidental-Companhia Portuguesa de Seguros de Vida S.A.

   -- 'BBB' IFS rating remains on RWN

Ocidental-Companhia Portuguesa de Seguros S.A.

   -- 'BBB' IFS rating remains on RWN

Companhia Portuguesa de Seguros de Saude S.A.

   -- 'BBB' IFS rating remains on RWN

Ageas Insurance Company (Asia) Ltd

   -- IFS rating affirmed at 'A-'; Stable Outlook

   -- Long-term IDR affirmed at 'BBB+'; Stable Outlook

Ageas Capital (Asia) Ltd

   -- Senior unsecured rating affirmed at 'BBB+'

ageas SA/NV

   -- Long-term IDR affirmed at 'BBB+'; Outlook Stable

   -- Short-term IDR affirmed at 'F2'

ageas N.V.

   -- Long-term IDR affirmed at 'BBB+'; Outlook Stable

   -- Short-term IDR affirmed at 'F2'

Brussels Liquidation Holding

   -- Long-term IDR withdrawn

   -- Short-term IDR withdrawn

ageas Utrecht N.V.

   -- Long-term IDR withdrawn

   -- Short-term IDR withdrawn

Ageas Insurance International

   -- Long-term IDR affirmed at 'BBB+'; Outlook Stable

   -- Short-term IDR affirmed at 'F2'

ageas Finance N.V.

   -- Senior unsecured affirmed at 'BBB'

Ageas Hybrid Financing

   -- Hybrid capital instruments affirmed at 'BB+'

Ageasfinlux SA

   -- Hybrid capital instruments affirmed at 'BB'


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C Z E C H   R E P U B L I C
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SAZKA AS: Board Members Meet with Kellner, Komarek Over Future
--------------------------------------------------------------
Ladka Bauerova at Bloomberg News, citing Mlada Fronta Dnes,
reports that Sazka AS's board members met with billionaires
Petr Kellner and Karel Komarek to discuss the future of the
company.

According to Bloomberg, the newspaper said Messrs. Kellner and
Komarek, who reportedly invested over CZK4 billion into buying up
Sazka's debt, presented their plan to maintain and further develop
the company.  The plan is conditioned on the shareholders firing
Sazka Chief Executive Officer Ales Husak, the report noted.

As reported by the Troubled Company Reporter-Europe, CTK, citing
information made public in the insolvency register, said that the
Prague City Court declared Sazka insolvent on March 29 and named
Josef Cupka as insolvency administrator.  CTK disclosed that the
court also decided on calling a meeting of creditors for May 26.
It has not determined the way how the insolvency will be solved,
CTK noted.  The court has three months from the decision on
insolvency for this, after the meeting of creditors at the
earliest, according to CTK.  Data from the insolvency register
showed that Sazka owed CZK1.37 billion to 26 creditors in overdue
debts as of March 10, CTK noted.

Sazka AS is a provider of lotteries and sport betting games in the
Czech Republic.


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G E R M A N Y
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BAYERISCHE LANDESBANK: Fitch Lowers Rating on Securities to 'CCC'
-----------------------------------------------------------------
Fitch Ratings has downgraded Bayerische Landesbank's (BayernLB;
'A+'/Rating Watch Negative (RWN)) US$850 million non-cumulative
trust preferred securities (XS0290135358), issued through BayernLB
Capital Trust I, to 'CCC' from 'B-'.  BayernLB's other ratings are
unaffected by this rating action.

The downgrade follows BayernLB's announcement that it will not pay
any coupon on the next payment date (May 31, 2011).  In Fitch's
view, uncertainty remains over whether BayernLB will make any
payments on this hybrid instrument in 2012, taking into
consideration the amount of replenishment required in its silent
participations before this can happen.

BayernLB informed BayernLB Capital Trust I on April 15, 2011 that
it does not expect to show any net retained profit in its audited
unconsolidated financial statements (German GAAP) for the year to
December 31, 2010 and that it therefore does not expect to have
distributable profits within the terms of the instrument for the
2010 financial year.  Pursuant to the terms of the instrument, the
obligation to pay is triggered and payments are deemed to be
declared if the bank or any of its subsidiaries declares or pays
capital payments, dividends or other distributions on any parity
or junior securities or redems, repurchases or otherwise acquires
any parity or junior securities -- even if BayernLB does not
report a distributable profit.  This is the first time that none
of these pre-requisites for the declaration and payment of coupons
on the trust preferred securities of BayernLB Capital Trust I have
not been fulfilled.

BayernLB is currently undergoing restructuring, and the European
Commission (EC) is conducting an investigation into the bank
relating to state aid received.  The EC requested the bank does
not make any interest or dividend payments on profit
participation, hybrid tier 1 capital or silent participations
unless it is contractually obliged to do so.

BayernLB's 'A+' Issuer Default Rating is based on Fitch's view
that there is an extremely high probability that further state
support would be provided to the bank in case of need.  The RWN
reflects the ongoing EC investigation, which Fitch expects to be
concluded in H111.  At end-2008 BayernLB received support from the
Free State of Bavaria in the form of a EUR4.8bn risk shield for
its ABS portfolio and EUR10 billion in fresh capital.  As a
result, Bavaria's stake in the bank increased to 94% from 50%,
diluting the Association of Bavarian Savings Banks' stake to 6%.

For FYE10 BayernLB announced consolidated net income of EUR635
million after a net loss of EUR2,619 million the year before.
However, unconsolidated financial statements (German GAAP) as of
December 31, 2010 show a net profit of EUR544 million which the
bank will use to fully replenish profit participation rights by
EUR174 million and to replenish EUR370 million of the shortfall in
its silent participations, bringing these up to 51% of nominal
value.


PFLEIDERER AG: Creditors to Provide EUR100 Million Credit Line
--------------------------------------------------------------
Mariajose Vera at Bloomberg News reports that Pfleiderer AG said
its creditors will waive their claim to part of their financial
receivables equal to 40% of the utilized credit lines, plus part
of the accrued interest and fees.

According to Bloomberg, Pfleiderer also said its creditors will
provide the company with an additional credit line of EUR100
million in May.

Headquartered in Neumarkt, Germany, Pfleiderer AG --
http://www.pfleiderer.com/-- is a producer and supplier of
engineered wood products.  It acts as a partner for wood trade
outlets, interior designers, the building and do-it-yourself
trade, and the furniture industry in more than 80 countries
worldwide.  The Company offers a range of base products, such as
raw chipboard and particleboard, tongue and groove board, medium-
density fiberboard and high- density fiberboard, and surfaced
products, such as melamine-faced chipboard, high-pressure
laminates and post-forming elements, laminate flooring and a range
of films and surfacings.  The Company operates through three
geographical segments: Western Europe, including Germany and
Sweden; Eastern Europe, consisting of Poland and Russia, and North
America, comprised of Canada and the United States.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Dec. 27,
2010, Fitch Ratings downgraded Pfleiderer AG's Long-term Issuer
Default Rating to 'CC' from 'B-' and removed it from Rating Watch
Negative.  It also downgraded the Short-term IDR to 'C' from
'B'.  The subordinated hybrid bond was affirmed at 'C' with a
Recovery Rating of 'RR6'.  The rating action followed Pfleiderer
signaling during its analyst conference on November 11, 2010, that
there might be a potential breach of a covenant at the end of
Q410.


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I R E L A N D
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FLEET STREET: S&P Puts 'B' Rating on Class D Notes on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its ratings on Fleet Street Finance Three PLC's class D and E
notes.  The rating on the class A1, A2, B and C notes in
the transaction remains unaffected.

"We have taken the rating action because we believe there is a
risk, following the borrower's prepayment of the GSW loan, that
the class D and E notes will suffer an interest shortfall on the
July 2011 interest payment date (IPD)," S&P noted.

The GSW loan repaid in full in February 2011, in advance of its
scheduled maturity date.  "We would generally expect the cash
manager to apply payment proceeds to the notes on the April IPD to
reduce the principal balance of the notes and, in turn, the
interest due on the notes.  However, we understand that only
EUR195 million out of the EUR222 million loan prepayment proceeds
has been applied toward the note redemption while the note trustee
is seeking guidance from the High Court of England and Wales that
will enable it to decide how to allocate the prepayment proceeds--
sequentially or modified pro rata," according to S&P.

"Based on our understanding of the transaction documents, the cash
manager would apply the GSW loan repayment proceeds to the notes
on a modified pro rata basis, unless a sequential payment trigger
has occurred, in which case the proceeds would be applied
sequentially.  The question at issue for the trustee is whether a
sequential payment trigger has occurred, and it is seeking the
guidance of the court on the interpretation of the documents in
this respect.  We believe the outcome of this decision (i.e.,
whether the payment proceeds should be applied on a modified pro
rata or on a sequential basis) will likely not, in and of itself,
affect our ratings.  The balance (EUR27 million out of the EUR222
million GSW loan proceeds) will not be applied to the notes until
this question is resolved," S&P stated.

"We believe some notes may suffer interest shortfalls on future
IPDs because we believe there will be a mismatch between loan and
note obligations.  Until the entire proceeds of the GSW loan are
applied to reduce the principal balance, the issuer's interest
obligation will not be reduced.  As interest is no longer
forthcoming from the GSW loan, the issuer will need to draw on
other sources, such as a liquidity facility, to meet the note
interest in full.  However, the liquidity facility in this
transaction is at the loan level and it is not available to cover
shortfalls on the notes, in our view.  As a consequence, we
believe the class D and E notes may suffer interest shortfalls,"
S&P related.

"Our ratings address timely payment of interest, and accordingly
we have placed the ratings on these notes on CreditWatch.  We aim
to resolve this rating action after the April IPD.  An interest
shortfall may result in negative rating action," S&P added.

At closing in June 2007, Fleet Street Finance Three acquired five
loans secured by 448 properties in Germany and The Netherlands.
Four of the five loans remain outstanding and the balance of the
notes is EUR947.7 million (down from EUR1,105.4 million at
closing).  The final maturity date of the notes is in October
2016.

Ratings List

Class                      Rating
             To                             From

Fleet Street Finance Three PLC
EUR1.105 Billion Commercial Mortgage-Backed Floating-Rate Notes

Ratings Placed on CreditWatch Negative

D            B (sf)/Watch Neg               B (sf)
E            B- (sf)/Watch Neg              B- (sf)


WESTON AERODROME: NAMA Appoints K. Wallace of KPMG as Receiver
--------------------------------------------------------------
Colm Keena at The Irish Times relates that Kieran Wallace of KPMG
has been appointed as receiver to the Weston Aerodrome, six
apartment blocks adjacent to the Citywest Hotel, and the
Palmerstown Estate in Co Kildare by the National Asset Management
Agency.

Businessman Jim Mansfield on April 20 said he had been expecting
NAMA to appoint a receiver to some of his family's assets, The
Irish Times cites.  He said he was still working on a business
plan but had been expecting the NAMA move.

Mr. Mansfield, as cited by The Irish Times, said the businesses
owed approximately EUR60 million, to Irish Nationwide, and had not
been able to service their debts.

The Irish Times notes that Mr. Mansfield said he did not have
income from the three businesses, as they were intended as
investments that would be developed and then sold.

Mr. Wallace, The Irish Times says, will now secure the firm's
assets and the associated incomes, and develop a future strategy
for the businesses.

The six apartment buildings at Citywest are owned by HSS, the
unlimited Mansfield company which was placed in liquidation
earlier this year.

The Weston Aerodrome in Co Dublin is owned by another unlimited
company, Fallowdale, which is owned by the same two Isle of Man
companies as HSS.


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L U X E M B O U R G
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NRB FINANCE: Fitch Rates Exchangeable Bonds at 'B(exp)'
-------------------------------------------------------
Fitch Ratings has assigned NRB Finance S.A.'s (NRBF) upcoming
issue of unsubordinated limited recourse exchangeable bonds an
expected 'B(exp)' Long-term rating and an expected 'RR4' Recovery
Rating.  The bonds will be used solely for financing a loan to
Russia's National Reserve Bank (NRB), rated Long-term Issuer
Default (IDR) 'B'/Stable, Short-term IDR 'B', Individual 'D',
Support '5', Support Rating Floor 'No Floor' and National Long-
term rating 'BBB(rus)'/Stable.

The expected rating addresses the risks related to the timely
payment of the bonds' principal and interest.  The rating does not
address the risks or the possible benefits which accrue to
bondholders as a result of their option to exchange the bonds into
the shares of OJSC Aeroflot ('BB+'/Stable), as Fitch is not in a
position to opine on Aeroflot's potential future share price.  The
final ratings are contingent on the receipt of final documents
conforming materially to information already received.

NRBF, a special purpose vehicle (SPV), incorporated under the laws
of the Luxembourg, will only pay bondholders principal and
interest (if any) received from NRB.  The loan agreement contains
covenants prohibiting mergers and disposals by NRB and its
subsidiaries (the group), as well as certain payments and
distributions by the group and transactions between the bank and
its affiliates.  The claims under the loan agreement will rank
equally with the claims of NRB's other unsecured unsubordinated
creditors.

The bonds have a maturity of five years, with a put option in
three years time.  The bonds are exchangeable and may be converted
at the discretion of bondholders into ordinary shares of Aeroflot,
which are currently booked on NRB's balance sheet.  Under the
terms of the transaction, Aeroflot shares will be placed with
Cyprus-based SPVs, while NRBF will receive a call option for the
purchase of these shares at a price corresponding to the notional
amount of bonds outstanding.

In the event of default, bondholders would have a final
opportunity to exchange their bonds for Aeroflot shares at the
predefined rate and to forfeit any further claims to the issuer.
Alternatively, bondholders may choose, alongside senior unsecured
creditors, to claim the repayment of principal and accrued
interest from the issuer.

NRB's ratings take into account its high exposure to equity
investments, narrow franchise and potential contingent risks
relating to entities of the broader National Reserve Corporation
(NRC).  Fitch also notes the sizable dividend payment completed in
Q111, the recent transfer of some of the bank's securities
portfolio to a mutual fund and the encumberance under the current
transaction of the bank's shares in OJSC Aeroflot.  However, the
ratings also reflect NRB's strong capital position (even after the
Q111 dividend payment) and currently comfortable liquidity.

NRB is a Moscow-based bank with assets of RUB58.3 billion at end-
2010, and accounts for about 60% of the assets of the broader NRC.
Alexander Lebedev is the largest shareholder of NRC, which holds a
59.8% stake in the bank.  In addition, Mr. Lebedev and his son
directly hold a 18.4% stake.  NRB is highly capitalized (total
Basel I capital ratio was 51.5% at end-2010; proforma 35.6%
allowing for the Q111 dividend payment), while its earning assets
are almost evenly split between the commercial loan book and
investments in equities, mostly of Gazprom and Aeroflot.


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


AZOVSTAL PJSC: Fitch Affirms 'B' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn PJSC
Azovstal Iron and Steel Works' (Azovstal) ratings:

   -- Long-term foreign currency IDR: affirmed at 'B'/Outlook
      Stable; withdrawn

   -- Short-term foreign currency IDR: affirmed at 'B'; withdrawn

   -- Senior unsecured foreign currency rating: affirmed at 'B';
      withdrawn

   -- Long-term local currency IDR: affirmed at 'B'/Outlook
      Stable; withdrawn

   -- Short-term local currency IDR: affirmed at 'B'; withdrawn

   -- National Long-term rating: affirmed at 'AA-(ukr)/Outlook
      Stable; withdrawn

The ratings withdrawal follows the issuer's repayment of its sole
outstanding Eurobond issue in late February.  Fitch will no longer
provide ratings or analytical coverage of this issuer.


FOREIGN ECONOMIC: S&P Upgrades Counterparty Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it had raised its long-
term counterparty issuer credit rating on Russia-based Foreign
Economic Industrial Bank (Vneshprombank) to 'B' from
'B-'.  The outlook is stable.  At the same time, the Russia
national scale rating was raised to 'ruA-' from 'ruBBB'.  The 'C'
short-term rating was affirmed.

"The upgrade reflects our view that Vneshprombank has demonstrated
positive business development by expanding its customer franchise,
while keeping better-than-system-average asset quality indicators
and a high liquidity cushion," S&P stated.

At the same time, the bank's high single-name funding
concentrations, relatively aggressive growth plans, and modest
profitability constrain the ratings.

The ratings reflect the bank's stand-alone credit profile and do
not include any uplift for extraordinary external support from the
owners or the government.  A number of legal entities and private
individuals own Vneshprombank.  The largest stakes belong to
Alexander Zurabov (11.89%) and the bank's CEO, Larissa Markus
(11.02%).  Ms. Markus is the key decision-maker on the bank's
strategy and its implementation.  The shareholders' personal
connections are helping the bank to develop its customer
franchise.

The stable outlook balances Vneshprombank's positive commercial
performance and high balance-sheet liquidity with the challenges
it is likely to face amid targeted high growth.

Ratings upside could follow the bank's demonstrating breakthrough
achievements in its market position and financial performance,
including improvement in profitability from the NIM of 2.12% and
ROA of 0.8% seen in 2010, while controlling its credit risk.
Maintenance of a stable customer deposit base with a meaningful
reduction in the share of large deposits from 80%, keeping
adequate capitalization amid planned asset growth, and improving
transparency on its counterparties could also contribute to a
positive rating action.

Ratings downside could follow a significant deterioration of
Vneshprombank's liquidity and funding profile , with substantial
withdrawal of deposits, asset quality falling more than the market
average, or if the shareholders stop supporting the bank's
capitalization.


SOTSGORBANK OJSC: Moody's Cuts Long-Term Deposit Ratings to 'C'
---------------------------------------------------------------
Moody's Investors Service has downgraded Sotsgorbank, OJSC's
long-term local and foreign-currency deposit ratings to C from B3,
its bank financial strength rating (BFSR) to E from E+ and its
national-scale rating (NSR) to C.ru from Baa2.ru.  The outlook on
the global-scale ratings is stable.

The rating actions on the long-term ratings and the BFSR conclude
Moody's review for possible downgrade initiated on
March 10, 2011.

                        Ratings Rationale

Moody's says that the rating actions were triggered by the
withdrawal of Sotsgorbank's banking licence by the Central Bank of
Russia (CBR) on April 18, 2011, "due to breaching the federal laws
on banking activity, CBR's regulatory normatives and
misrepresentation of financial reporting figures" (quoted from
www.cbr.ru).

The downgrade of the deposit ratings to C therefore reflects
Moody's expectation that following the withdrawal of the banking
licence, Sotsgorbank's depositors may incur a loss of more than
50%, with the exception of private individuals with deposits at
the bank up to RUB700,000 (which are eligible for 100% repayment
by the State Corporation Deposit Insurance Agency).  Moody's
expectation of very low recovery for creditors is based on the
historical data for similar cases in Russia, when banks' licenses
have been withdrawn.  In many such cases, a substantial part of
the banks' assets have been embezzled by the former managers or
shareholders.

The previous rating action on Sotsgorbank was on March 10, 2011,
when Moody's placed the following ratings of Sotsgorbank on review
for possible downgrade: E+ BFSR, B3 long-term local and foreign-
currency long-term deposit ratings and Baa2. ru national scale
rating (NSR).

The principal methodologies used in rating Sotsgorbank were "Bank
Financial Strength Ratings: Global Methodology", published in
February 2007, and "Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology", published in March
2007.

Headquartered in Moscow, Russia, Sotsgorbank reported total assets
of US$456 million and shareholders' equity of US$67 million as of
year-end 2010, according to the bank's statutory financial
statements.

Moody's Interfax Rating Agency's National Scale Ratings (NSRs) are
intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks.  NSRs differ from Moody's
global scale ratings in that they are not globally comparable with
the full universe of Moody's rated entities, but only with NSRs
for other rated debt issues and issuers within the same country.
NSRs are designated by a ".nn" country modifier signifying the
relevant country, as in ".ru" for Russia.  For further information
on Moody's approach to national scale ratings, please refer to
Moody's Rating Implementation Guidance published in August 2010
entitled "Mapping Moody's National Scale Ratings to Global Scale
Ratings."

                About Moody's and Moody's Interfax

Moody's Interfax Rating Agency (MIRA) specializes in credit risk
analysis in Russia.  MIRA is controlled by Moody's Investors
Service, a leading provider of credit ratings, research and
analysis covering debt instruments and securities in the global
capital markets.  Moody's Investors Service is a subsidiary of
Moody's Corporation (NYSE: MCO).


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


ALL SAINTS: Must Complete Rescue Buyout or Face Administration
--------------------------------------------------------------
The Press Association reports that All Saints must complete a
rescue buy-out deal by April 26, or face administration.

The Sunday Telegraph reported that Lloyds Banking Group, the
retailer's lender, are engaged in talks with the retailer about
finding buyers for the stakes owned by Kaupthing and Glitnir, the
Icelandic banks, The Press Association relates.

Lloyds, which has lent GBP28.5 million to the retailer, has placed
KPMG, the accountancy firm, on standby to initiate administration
proceedings, according to The Press Association.  The report
relates that a consortium led by U.S. private equity firm Goode
Partners emerged as the likely candidate for the Icelandic banks'
holdings, earlier this month.

As reported in the Troubled Company Reporter-Europe on April 25,
2011, MailOnline said that All Saints was on the verge of
collapsing into administration on April 20, as hopes of a
last-ditch rescue faded.  A consortium fronted by U.S. private
equity firm Goode Partners was crumbling on April 20, according to
MailOnline.  The report related that one investor pulled out and
had to be replaced as negotiations over the sale of a controlling
stake in the retailer hung on by a thread.  MailOnline disclosed
that All Saint Chief Executive Stephen Craig dismissed speculation
that Goode had walked away, saying, 'Goode are still there and
believe they can complete the transaction.'

The Press Association says that if a deal is done, Goode will
share control of All Saints with Kevin Stanford, the retail
magnate who co-founded the Karen Millen chain with his ex-wife of
the same name.  The report notes that the partnership is expected
to ease some of the financial pressure on the business by paying
off some of its GBP53 million debt pile.

All Saints is a fashion chain.  The business was established in
1994 and best known for its distinctive stores decked out with
10,000 vintage Singer sewing machines.  It employs 2,000 staff.


BENNETTS: Hughes Completes Most of Firm's Outstanding Orders
------------------------------------------------------------
Eastern Daily Press reports that Lowestoft-based Hughes Electrical
said over 80% of more than 1000 customers, who were worried about
items they had bought from Bennetts before it went into
administration, have now had their orders resolved.  Hughes
Electrical re-opened the Bennetts stores in Hall Road, Norwich,
and in Cromer and Dereham two weeks ago.

Hughes Electrical Managing Director Robert Hughes confirmed the
three Norfolk stores were back operating fully and most
outstanding orders were sorted, according to Eastern Daily Press.

Headquartered in Norfolk Bennetts is an independent electrical
retailer.  The electrical company has its head office in Bowthorpe
and has 14 stores across the country, including outlets in
Norwich, Costessey, Great Yarmouth, Holt, Cromer, King's Lynn,
Diss and Dereham.


BRABY: Goes Into Administration, Cuts 27 Jobs
---------------------------------------------
Michael Ribbeck at Evening Post reports that Braby has gone into
administration, firing 27 staff among its 53 employees.

Staff at the firm's factory on March Road have not been paid for
several months and suppliers were refusing to make deliveries of
the materials needed to keep the factory running unless they were
paid up front, according to Evening Post.

Workers, according to Evening Post, knew the firm was facing
serious problems and matters came to a head when a deal to sell
Braby to foreign owners fell through.  The talks which had been
taking place for months fell apart when the two firms failed to
reach an agreement on a price, Evening Post relates.

As a result, administrators from accountancy firm Grant Thornton
were called in over the weekend to take control of the firm,
Evening Post states.

Evening Post discloses that Nigel Morrison and Alistair Wardell
from the Bristol accountancy firm have been appointed as joint
administrators and have taken control of day-to-day running of the
firm while its future is sorted out.  It is understood that the
administrators are already on the look-out for potential buyers,
the report relates.

Braby is a 172-year-old Bristol engineering firm.  The firm
specializes in making grain silos and aluminum storage tanks.  The
business has manufactured aluminum and stainless steel silos,
tanks and specialist storage for a range of industries including
food, plastics, chemicals and pharmaceuticals from its factory.


BUSINESS MORTGAGE: Fitch Affirms 'CC' Rating on 2039 Class C Notes
------------------------------------------------------------------
Fitch Ratings has upgraded one tranche, affirmed 38 tranches and
downgraded one tranche of the Business Mortgage Finance PLC (BMF)
series and revised the Outlooks on 10 tranches.

The rating actions follow a satisfactory review of all of the
transactions.  The Outlook revisions are primarily due to
sequential pay-down continuing to increase credit enhancement and
the stabilization of the reserve funds for all transactions except
BMF 6 and 7.  The decline in BMF6 and 7's reserve funds has
slowed, possibly as a result of fixed rate borrowers reaching the
end of their fixed rate periods and reverting to a floating rate,
allowing them to benefit from the currently low interest rates.

The BMF transactions are securitizations of mortgages to small and
medium-sized enterprises and the owner managed business community.

A performance update reviewing the performance migration in the
BMF series will be shortly available on www.fitchratings.com.

The rating actions are:

BMF1 (due 2036):

   -- GBP11m class M (XS0186220769): affirmed at 'AAA'; Outlook
      Stable

   -- GBP5.3m class B (XS0186221577): affirmed at 'AA'; Outlook
      Stable

BMF2 (due 2037):

   -- GBP22m class M notes (XS0203851380): upgraded to 'AAA' from
      'AA'; Outlook revised to Stable from Positive

   -- GBP10.1m class B notes (XS0203851463): affirmed at 'A';
      Outlook revised to Positive from Stable

BMF3 (due 2038):

   -- GBP12.5m class A1 notes (XS0223481325): affirmed at 'AAA';
      Outlook Stable

   -- Detachable A1 coupon (XS0223483610): affirmed at 'AAA';
      Outlook Stable
   -- EUR13m class A2 notes (XS0223481598): affirmed at 'AAA';
      Outlook Stable

   -- Detachable A2 coupon (XS0223483883): affirmed at 'AAA';
      Outlook Stable

   -- GBP42.5m class M notes (XS0223481838): affirmed at 'A';
      Outlook Stable

   -- GBP9.5m class B1 notes (XS0223482307): affirmed at 'BBB';
      Outlook Stable

   -- EUR8m class B2 notes (XS0223482729): affirmed at 'BBB';
      Outlook Stable

   -- GBP2.5m class C notes (XS0223483024): affirmed at 'BB';
      Outlook Stable

BMF4 (due 2045):

   -- GBP71.2m class A (XS0249507947): affirmed at 'AAA'; Outlook
      Stable

   -- Detachable A coupon (XS0250410114): affirmed at 'AAA';
      Outlook Stable

   -- GBP41.3m class M (XS0249508242): affirmed at 'A'; Outlook
      Stable

   -- GBP15m class B (XS0249508754): affirmed at 'BB'; Outlook
      Stable

   -- GBP7.3m class C (XS0249509133): affirmed at 'B'; Outlook
      revised to Negative from Stable

BMF5 (due 2039):

   -- GBP55.9m class A1 notes (XS0271320060): affirmed at 'AAA':
      Outlook Stable

   -- Detachable A1 coupon (XS0271321035): affirmed at 'AAA':
      Outlook Stable

   -- EUR100.5m class A2 notes (XS0271323163): affirmed at 'AAA':
      Outlook Stable

   -- Detachable A2 coupon (XS0271323676): affirmed at 'AAA':
      Outlook Stable

   -- GBP27m class M1 notes (XS0271324724): affirmed at 'BBB+';
      Outlook revised to Stable from Negative

   -- EUR36.5m class M2 notes (XS0271324997): affirmed at 'BBB+';
      Outlook revised to Stable from Negative

   -- GBP12m class B1 notes (XS0271325291): affirmed at 'B+';
      Outlook Negative

   -- EUR11.5m class B2 notes (XS0271325614): affirmed at 'B+';
      Outlook Negative

   -- GBP8.7m class C notes (XS0271326000): affirmed at 'CC';
      Recovery Rating of 'RR5'

BMF6 (due 2040):

   -- GBP71m class A1 notes (XS0299445808): affirmed at 'AAA',
      Outlook revised to Stable from Negative

   -- Detachable A1 coupon (XS0299535384): affirmed at 'AAA':
      Outlook Stable

   -- EUR268.4m class A2 notes (XS0299446103): affirmed at 'AAA':
      Outlook revised to Stable from Negative

   -- Detachable A2 coupon (XS0299536515): affirmed at 'AAA':
      Outlook Stable

   -- GBP38m class M1 notes (XS0299446442): affirmed at 'BBB';
      Outlook Negative

   -- EUR55.6m class M2 notes (XS0299446798): affirmed at 'BBB';
      Outlook Negative

   -- EUR39.1m class B2 notes (XS0299447507): downgraded to 'CCC'
      from 'B'; Recovery Rating of 'RR3'

   -- GBP17.3m class C notes (XS0299447846): affirmed at 'CC';
      Recovery Rating of 'RR5'

BMF7 (due 2041):

   -- GBP146.7m class A1 notes (XS0330211359): affirmed at 'AAA':
      Outlook revised to Stable from Negative

   -- Detachable A1 coupon (XS0330212597): affirmed at 'AAA':
      Outlook Stable

   -- GBP38.7m class M1 notes (XS0330220855): affirmed at 'BBB';
      Outlook revised to Stable from Negative

   -- EUR5m class M2 notes (XS0330222638): affirmed at 'BBB';
      Outlook revised to Stable from Negative

   -- GBP12.4m class B1 notes (XS0330228320): affirmed at 'BB-';
      Outlook Negative

   -- GBP7.9m class C notes (XS0330229138): affirmed at 'CCC';
      Recovery Rating of 'RR5'


BUTE COURT: Goes Into Administration, On Sale for GBP850,000
------------------------------------------------------------
Herald Express reports that the Bute Court Hotel and the Torbay
Court Hotel, formerly owned by Stuart Travis, went into
administration at the beginning of March under insolvency firm
Begbies Traynor.

Begbies Taylor has now asked the King Sturge leisure team in
Exeter to market the two hotels, which have continued to trade,
Herald Express relates.

King Sturge say the Bute Court Hotel is a detached hotel built in
the mid/late 1800s.  Herald Express says the guide price is
GBP850,000 for the freehold property, goodwill and trade
inventory.

Meanwhile, The Torbay Court Hotel is a detached coaching hotel
with reception, bar/function room and restaurant for more than 100
covers, kitchens and stores.  It is available for GBP775,000 to
include goodwill and trade inventory, Herald Express discloses.

Bute Court Hotel is located in Belgrave Road, Torquay.


FLEMING DEVELOPMENTS: Administrators Sell Olympic Way Site
----------------------------------------------------------
Neil Callanan at Irish Examiner reports that administrators to
Fleming Developments UK have secured planning permission for a
225-bedroom three-star hotel, 158 residential units and commercial
units on land owned by the company on Olympic Way near Wembley
stadium in north-west London.

It also appears that the administrator, Baker Tilly, has sold the
site, Irish Examiner reveals, citing a document that was filed to
Companies House last month.

The papers show that the mortgage from Anglo Irish Bank to Fleming
Developments UK for the London site had been satisfied, Irish
Examiner notes.

The statement of affairs for the company showed a liability to
Anglo Irish Bank of GBP33 million in relation to the Olympic Way
site, Irish Examiner discloses.  If the site had been sold in July
last year, the estimated shortfall would have been more than
GBP14.3 million as the land was believed to be worth less than
GBP19 million, compared to a book value of GBP37.9 million, Irish
Examiner states.

Documents also show that the company had a debt of GBP1.72 million
to AIB over houses at Allerton Bywater in Leeds and a floating
charge over the remainder of its assets, according to Irish
Examiner.  Fleming Developments UK was also liable for EUR248
million owed by other Fleming Group companies under cross
guarantees to AIB, Irish Examiner discloses.

The Allerton Bywater houses are currently being prepared for sale
but there is expected to be a shortfall of more than GBP1 million
on the GBP1.7 million mortgage related to that site, Irish
Examiner discloses.

The administrators will continue their work on Fleming
Developments UK until Sept. 25, Irish Examiner discloses.

Creditors of Fleming Developments UK are owed GBP25.9 million by
the group, Irish Examiner says.

John Fleming, the company's owner, was declared bankrupt last
November in Britain, meaning he can emerge from the process in as
little as nine months, compared to a typical term of 12 years in
Ireland, Irish Examiner recounts.

Fleming Developments UK is a property developer.


LOSELEY DAIRY: Goes Into Administration, Axes 83 Jobs
-----------------------------------------------------
Natalie Crockett at South Wales Argus reports that Loseley Dairy
Ice Cream Ltd has gone into administration, with the loss of 83
jobs.  Workers at the company told the Argus that they received
letters confirming the company had gone into administration and
their contracts would end immediately.

An unnamed spokeswoman for the firm confirmed the entire work
force of 83 staff would be made redundant, according to the Argus.

Portland Business and Financial Solutions was appointed as
administrator.

The employee claimed workers had received a pay cut in recent
months, with the removal of their shift allowance on night shifts,
and said he and his colleagues were angry they had not been
consulted on the possibility of redundancies earlier, the Argus
adds.

Headquartered in Llantarnam Parkway, Loseley Dairy Ice Cream Ltd
is an ice cream company.  The factory, which opened in 2005, saw
the consolidation of production for all the UK's Thayers, Loseley
and Yorkshire Dales ice cream, following a flood at the Yorkshire
Dales factory and the need for modernization of the Thayers plant
in Cardiff.


MCINERNEY HOLDINGS: Rothbury Housing Future Uncertain
-----------------------------------------------------
Northumberland Gazette reports that concerns have been raised
about the future of Whitton View, a Rothbury housing estate, after
its developer, McInerney Homes, went into administration.

As reported in the Troubled Company Reporter-Europe on April 6,
2011, Manchester Evening News said that administrators at KPMG
have been appointed to seven companies in the UK arm of McInerney
Holdings at the request of the company's directors.  According to
MEN, the seven companies in administration are McInerney Group,
McInerney Homes, Alexander Developments (North East), Lancing
Homes, Gold Homes (The Wave), William Hargreaves and Bowey Homes.
Between them, the companies employ 161 staff, including 82 in
Wigan, and 14 staff have already been made redundant at William
Hargreaves, MEN discloses.

Northumberland Gazette notes that Whitton View is one of a handful
of developments which is to be continued, however, and KPMG
announced that Miller Homes will be taking over the scheme.

At the monthly Rothbury Parish Council meeting, fears were voiced
over the future of works that still need to be completed on the
site, the report discloses.  Northumberland Gazette relates that a
bond of GBP250,000 was left with the National House-Building
Council (NHBC) in case any work on the site was not completed.

Northumberland County Council is taking legal action against
McInerney Homes and is in the process of drawing on the bond, but
the developers lodged an appeal against it, the report adds.

McInerney Holdings is a property developer based in Wigan.
McInerney, which also has offices in Durham, Leeds, Wolverhampton
and Northampton, is currently developing 32 sites and working on
13 social housing projects across the north and the Midlands.


MEDITERRANEAN OIL: Survival Hinges on Financial Rescue Package
--------------------------------------------------------------
Alistair Gray at The Financial Times reports that Mediterranean
Oil & Gas has warned it will collapse into administration unless
shareholders agree to a financial rescue package.

The FT relates that on Thursday, the company disclosed plans for a
boardroom shake-up as well as a capital reorganization, including
a GBP20 million (US$33 million) fundraising through the issue of
new shares.  The FT notes that without such measures,
Mediterranean cautioned, it would "not have adequate working
capital to meet its obligations in the near term, forcing the
company to cease trading".

The company, which reported a pre-tax loss of EUR4.7 million
(GBP4.1 million) in the six months to the end of June, has been
hard hit by the fallout from BP's disaster in the Gulf of Mexico
last year, which prompted restrictions on deepwater drilling off
Italy, according to the FT.

Mediterranean has a market capitalization of only GBP5.7 million,
the FT discloses.  It plans to issue new ordinary shares at 6p
each and has also persuaded the holders of GBP9.8 million worth of
convertible bonds to convert into shares, the FT states.  Some of
the funds will be used to wipe out debt with Bank of Scotland and
the remainder will be available to develop its prospects in Italy,
Tunisia, Malta and France, the FT notes.

Mediterranean Oil & Gas Plc (MOG) is involved in production,
development and exploration of oil and gas assets in Italy, Malta,
France and Tunisia.  The Company owns and operates Ombrina Mare
oil and gas field.  The Company has 20% interest in the Guendalina
gas field, which has 2P gas reserves of 22 billion cubic feet of
gas (100% basis).  It has a portfolio of exploration projects,
which include the Maltese acreage and the Monte Grosso prospect in
the Basilicata region of Italy.  The Company's subsidiaries
include Malta Oil Pty Limited, Medoilgas Italia S.p.A and
Medoilgas Civita Ltd.


NORTH WEST: To Enter Into Company Voluntary Arrangement
-------------------------------------------------------
Richard Williamson at Liverpool Daily Post reports that new North
West National golf club is now the subject of a rescue plan after
it racked up GBP400,000 in liabilities.

According to Liverpool Daily Post, it is hoping to enter into a
Company Voluntary Arrangement (CVA) to fend off creditors with a
five-year payback scheme.

The driving range and nine-hole course have opened, but the main
course is presently shut, Liverpool Daily Post discloses.  It is
planned to re-open as part of the rescue package, Liverpool Daily
Post notes.

Glenn Turner resigned from the new North West National course, at
Rainford, at the beginning of April, Liverpool Daily Post
recounts.


OPERA FINANCE: Fitch Affirms Rating on Class D Notes at 'BBsf'
--------------------------------------------------------------
Fitch Ratings has affirmed Opera Finance (MEPC) plc's commercial
mortgage-backed floating rate notes due 2014:

   -- GBP227.6m class A (XS0234415270): affirmed at 'AAsf';
      Outlook revised to Stable from Negative

   -- GBP24.7m class B (XS0234415783): affirmed at 'Asf'; Outlook
      revised to Stable from Negative

   -- GBP25.4m class C (XS0234416245): affirmed at 'BBBsf';
      Outlook revised to Stable from Negative

   -- GBP15.2m class D (XS0234498979): affirmed at 'BBsf'; Outlook
      revised to Stable from Negative

The affirmations and Outlook revisions reflect the strong
performance of the transaction over the past year.  In particular,
this is evidenced by the successful refinancing and release of two
of the four underlying properties.

The borrower released a refinancing plan in August 2010 that
involved the staggered refinancing and release of the four
properties ahead of the loan maturity in July 2012.  To date, the
Birchwood and Hillington Park properties, which Fitch considered
to be the weakest in the pool, have been released (32% of market
value at closing) for a combined GBP177 million prepayment
(including a GBP5 million voluntary prepayment).  The allocated
loan amounts have been applied to the notes on a pro rata basis,
while the release premium and voluntary prepayment have been
applied sequentially.

Despite the asset sales, the reported loan-to-value ratio (LTV),
based on the borrower's internal valuation, has slightly increased
over the past 12 months, to 75% (based on a March 2011 valuation)
from 73% (based on a March 2010 valuation).  Fitch's own estimate
of the value is slightly lower, resulting in a Fitch LTV of 88%.

Although it has not resulted in an improvement in leverage or
credit enhancement, Fitch considers the two prepayments to be a
strong positive signal of the borrower's ability to secure new
debt and redeem the loan.  In addition, the prepayments have
decreased the outstanding balance to a more manageable size, which
should further facilitate ongoing refinancing efforts.  Even if
these should fail, the current leverage implies that a sale would
result in a full redemption of the notes.


PLYMOUTH ARGYLE: Owes GBP17.5 Million to Creditors
--------------------------------------------------
The full scale of Plymouth Argyle's cash crisis has been laid
bare, with the club's debts spiralling to over GBP17.5 million,
thisisnorthdevon.co.uk reports.

Charities, small businesses, and public services are among those
facing potentially catastrophic losses, thisisnorthdevon.co.uk
discloses.

The administration-hit club is searching for new owners after
financial mismanagement drove it to the brink of ruin,
thisisnorthdevon.co.uk relates.

The club's former directors, who had planned to take the club to
the Premier League and host World Cup matches in a new 46,000-seat
stadium, left a trail of debts leading to more than 250
organizations and individuals, according to
thisisnorthdevon.co.uk.

Those creditors are now being asked to accept less than 1p for
every pound owed as administrators plot Argyle's path to survival,
thisisnorthdevon.co.uk notes.

Among those hit by the club's collapse are Plymouth City Council,
owed more than GBP300,000; St John's Ambulance, which stands to
lose over GBP8,000; and Devon and Cornwall Police, owed in excess
of GBP36,000, thisisnorthdevon.co.uk states.

                  Company Voluntary Arrangement

Administrators have contacted major creditors and say they are
confident their Company Voluntary Arrangement will be approved at
a meeting on May 6, thisisnorthdevon.co.uk discloses.

The GBP4.93 million of debts secured against Home Park, and money
owed to 'football creditors' must be settled in full,
thisisnorthdevon.co.uk notes.

But at least 75% of other creditors must accept the proposal of
less than 1p per pound owed if the club is to survive,
thisisnorthdevon.co.uk says.  According to thisisnorthdevon.co.uk,
the tax-man, the only obvious creditor likely to reject the CVA,
is owed only GBP293,000.

                      About Plymouth Argyle

Plymouth Argyle Football Club, commonly known as Argyle, or by
their nickname, The Pilgrims, is an English professional football
club based in Central Park, Plymouth.  It plays in Football League
One, the third division of the English football league system.


PRONUPTIA CHELMSFORD: Goes Into Liquidation
-------------------------------------------
Chelmsford Weekly News reports that wedding shop Pronuptia
Chelmsford has gone into liquidation.

Chelmsford Weekly News says Pronuptia Chelmsford ceased trading in
March with FRP Advisory being appointed joint liquidators in April
to the shop, which was based in New Street.

According to the report, the liquidators said they have been
liaising with customers to arrange alternative supplies of dresses
and menswear and to obtain refunds of deposits or monies paid
where applicable.

"Further to our instruction on March 24, and a review of the
company's finances due to the extent of its liabilities brought
about by the economic downturn, high rent and rates, as well as
local competition, it was not feasible to attempt a rescue of the
company and liquidation was unfortunately the only option,"
Chelmsford Weekly quotes Martin Weller, one of the joint
liquidators, as saying.

"Following our appointment as liquidators, we will now take steps
to realise the assets of the company for the benefit of
creditors."

Pronuptia Chelmsford -- http://www.pronuptia.com/--is a stockists
for various bridal manufacturers.


RANK GROUP: S&P Affirms 'B+' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
U.K.-based gaming company The Rank Group PLC (Rank) to positive
from stable.  "We also affirmed our 'B+' long-term corporate
credit rating on the company," S&P noted.

"At the same time, we affirmed our 'B' issue rating on Rank's
US$14.3 million unsecured non-amortizing notes.  The recovery
rating on the notes is '5', indicating our expectation of modest
(10%-30%) recovery for creditors in the event of a payment
default," S&P related.

"The outlook revision reflects our view of Rank's solid 2010
operating performance in the context of a challenging U.K.
consumer market.  In the financial year ended Dec. 31, 2010
(financial 2010), the company's casino, bingo, and online
operations generated positive free operating cash flow.  As a
consequence, credit metrics improved, although we still consider
Rank's financial policy to be aggressive.  Rank has also
benefitted from successive receipts of significant value-added tax
(VAT) refunds from the U.K. government.  These refunds are
currently subject to an appeal at the European Court of Justice
(ECJ), with a ruling anticipated in the next 12 months.  We
believe that Rank's credit metrics could improve from their
current levels if the ECJ rules in the company's favor," according
to S&P.

"In financial 2011, we anticipate revenue growth in the low
single-digit range and we believe that Rank's reported EBITDA will
remain broadly unchanged at about 95 million.  We base this view
on challenging macroeconomic conditions in the U.K. and Spain as
customers' disposable incomes come under increasing pressure," S&P
noted.

S&P stated, "Even so, we think that Rank's credit metrics are
likely to continue to improve, supported by sound operating
performance and positive free cash flows.  The positive outlook
also reflects the possibility of an improvement in the company's
financial risk profile to significant, should the prospective
ECJ ruling go in Rank's favor."

The rating on Rank could improve if the company were to
demonstrate its ability and willingness to keep lease-adjusted
leverage sustainably at or less than 4x.  Ratings downside could
occur if operating performance were to deteriorate significantly,
if the contingent tax liabilities were to materialize, if the
company were unable to refinance its bank facilities, or if
adjusted debt to EBITDA were to move above 5.0x.


SILENTNIGHT HOLDINGS: MP Urges Creditors to Approve CVA
-------------------------------------------------------
BBC News reports that creditors of Silentnight Holdings Plc have
been urged by a Lancashire MP to approve a new finance agreement
that could save the company.

The firm will meet creditors this week to ask for a Company
Voluntary Agreement (CVA) to help it avoid administration, BBC
relates.

BBC says the CVA is needed after banks withdrew their loans and
will allow the firm's pension debts to be transferred.

According to BBC, Pendle MP Andrew Stephenson wants creditors to
see the CVA benefits.

Under the proposal, pension liabilities of GBP100 million dating
back to acquisitions made in the 1980s and 1990s, would be
transferred with the company pension scheme to a Pension
Protection Fund, BBC discloses.

Creditors will also be asked to accept reduced repayments to
enable the company, which trades profitably, to continue
manufacturing, BBC states.

Silentnight Holdings Plc was founded in 1946 and supplies about
500,000 beds a year to retailers.  It employs about 1,250 staff at
sites across Barnoldswick, Cumbria, West Yorkshire and Ireland.


SOUTHERN WATER: Fitch Assigns 'B+' Final Senior Secured Rating
--------------------------------------------------------------
Fitch Ratings has assigned Greensands (UK) Limited a final senior
secured rating of 'B+'.  The company's Long-term Issuer Default
Rating is 'B' with a Stable Outlook.  The agency has also assigned
a final 'B+'/'RR3' rating to Southern Water (Greensands) Financing
plc's GBP250 million bond issue, which is guaranteed by
Greensands, Greensands Holdings Limited, Greensands Junior Finance
Limited, and Greensands Senior Finance Limited.


SPORT MEDIA: David Sullivan Saves Sunday Sports From Collapse
-------------------------------------------------------------
The Press Association reports that Sunday Sport will return to
news-stands next month after former owner David Sullivan revealed
that he and former staff had set up a private joint venture to
save Sunday Sport publication and it will be relaunched on May 8.

The paper faced falling into the annals of tabloid obscurity after
its parent company Sport Media Group PLC (SMG) -- which also owned
the sister title Daily Sport -- went into administration earlier
this month, The Press Association relates.  Daily Sport is still
in the hands of administrators.

As reported in the Troubled Company Reporter-Europe on April 7,
2011, SMG disclosed that Dermot Power and Patrick Lannagan,
business restructuring partners at BDO LLP, were appointed joint
administrators to Sport Media Group plc and two of its wholly
owned subsidiaries, Sport Newspapers Limited and Moresport
Limited, on April 4, 2011, by the Directors of the Companies.
According to a separate TCREUR report on April 4, 2011, citing
Reuters, SMG said it had ceased trading and would go into
administration because it was unable to pay its debts.

The Press Association recalls that the rescue deal will be the
second time Mr. Sullivan has saved the paper from going bust after
rescuing both the Daily Sport and Sunday Sport in 2009.

Sunday Sport specializes in celebrity news and soft porn stories
and images, was first published by porn magnate Mr. Sullivan in
1986.

Sport Media Group is the publisher of the Daily Sport and Sunday
Sport newspapers.


VISIT LONDON: Move Into Administration Leads to Pensions Row
------------------------------------------------------------
Jo Adetunji at Guardian Professional reports that Visit London
(VL) move to go into administration has sparked anger and
confusion at City Hall amid accusations that the Greater London
Authority (GLA) reneged on a deal that now threatens the pensions
of 140 past and present staff.

VL, Think London and Study London were due to merge into London &
Partners (L&P), mayor Boris Johnson's new single promotional
agency for London, which was due to take on Visit London's 39
staff, according to Guardian Professional.  But in a last minute
move, the report relates, the GLA, which funds the new body,
refused to take on the GBP2.1 million deficit in VL's staff
pensions, triggering its administration on April 1.

Guardian Profession discloses that the decision has prompted an
investigation by the pensions regulator and letters from the
London Assembly's economic development, culture, sport and tourism
committee, in a bid to find out what went wrong and why.

VL's annual accounts for the year ending March 31, 2010, showed
that the difference between the agency's pension liabilities and
assets was GBP2.1 million, Guardian Professional notes.

Guardian Professional discloses that the British Tourist Board
trustees said VL's insolvency could have implications for 140
staff and the matter had been passed on to the pensions regulator
to see whether those affected could qualify for Pension Protection
Fund insurance.  Under the fund, the report says, current staff
would receive 90% of their pension up to a cap of GBP30,000 a
year.  Retired staff who transferred to the scheme from VL's
predecessor, the London Tourist Board, would see future annual
increases lowered, but that loss would be made up by the fund, the
report relates.

Guardian Professional discloses that although VL is a limited
company, much of its funding comes via the mayor and the GLA.

The mayor's office denied that the GLA had reneged on any deal and
said it had never agreed to fund VL's pension liabilities,
Guardian Professional notes.  The mayor had created "one fit-for-
purpose agency for London" and that L&P had taken its own
commercial decision, it added.

"We have secured the funds to maintain most of the jobs," Guardian
Professional quotes Johnson's office as saying.  "With the winding
down of any agency there are obviously difficult legal and
contractual issues, for which professionals have been hired to
resolve," it added.


WASTE2ENERGY HOLDINGS: Scottish Court Orders Liquidation of Unit
----------------------------------------------------------------
A Scottish court ordered that Waste 2 Energy Engineering Limited,
one of the subsidiaries of Waste2Energy Holdings, Inc., should be
wound up and that an interim liquidator will be appointed to Waste
2 Energy Engineering Limited.  The order was issued after Waste 2
Energy Engineering apparently failed to pay its debts, citybizlist
reported.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed US$3.4
million in total assets, US$11.7 million in total liabilities, and
a stockholders' deficit of US$8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of US$11.7 million and used cash of
US$5.2 million for continuing operations which resulted in an
accumulated deficit of US$30.4 million and a working capital
deficiency of US$6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of US$87,500 of principal amount of
the Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, US$40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


YORKSHIRE BUILDING: Fitch Affirms BB+ Rating on Convertible Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Yorkshire Building Society's (YBS)
Long-term Issuer Default Rating (IDR) at 'A-' and placed Norwich &
Peterborough Building Society's (N&P) Long-term IDR of 'BBB+' and
Individual Rating of 'C' on Rating Watch Positive (RWP).

The rating actions reflect the announcement by the two societies
that they intend to merge.  The affirmation of YBS's ratings and
the Stable Outlook on its Long-term IDR reflects Fitch's view that
a merger with N&P will strengthen its position as the second-
largest building society in the UK.  Fitch believes that despite a
slight expected negative impact on performance in the near term,
YBS should benefit from N&P's good quality customer assets and
funding, while the merger will bring more geographical
diversification to its branch network.  The ratings also reflect
the small impact the merger should have on YBS's capital position,
which will remain solid.

The RWP on N&P's ratings takes into account its potentially
stronger credit position following the completion of the merger.
N&P reported a pre-tax loss of GBP51.9 million in 2010 after a
significant GBP57 million provision related to Keydata Investment
Services Limited (Keydata) investment products sold by N&P's
financial advisors.  N&P has also been fined GBP1.4 million by the
FSA for failing to give its customers suitable advice in relation
to the sale of Keydata products.  Since the provision covered all
the outstanding Keydata investment balances, downside risk mainly
relates to other investments, which will be subject to an
independent review, in addition to some potential litigation
related to Keydata.  The outstanding amount of Keydata and other
investment products is significant relative to N&P's capital, but
would be more manageable for the combined entity.

The merger is expected to be completed on November 1, 2011,
subject to the approval of the eligible members of N&P and
confirmation by the FSA.

The rating actions are:

   -- Yorkshire Building Society:

   -- Long-term IDR: affirmed at 'A-' Stable Outlook

   -- Short-term IDR: affirmed at 'F2'

   -- Individual Rating: affirmed at 'B/C'

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: affirmed at 'No Floor'

   -- Senior unsecured notes: affirmed at 'A-'

   -- Convertible notes: affirmed at 'BB+'

   -- Lower Tier 2 notes: affirmed at 'BBB'

   -- Permanent interest-bearing shares: affirmed at 'BBB-'

Norwich & Peterborough Building Society:

   -- Long-term IDR: 'BBB+' placed on RWP

   -- Short-term IDR: affirmed at 'F2'

   -- Individual Rating: 'C' placed on RWP

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: affirmed at 'No Floor'


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


* Corinne Ball to Lead Jones Day's Europe Restructuring Practice
----------------------------------------------------------------
The global law firm Jones Day has announced that Corinne Ball, one
of the premiere bankruptcy and restructuring lawyers in the world,
will lead the Firm's restructuring and distress M&A efforts in
Europe.  Perhaps best known as the lead lawyer who successfully
drove U.S. automaker Chrysler through a historic 42 day
bankruptcy, Ms. Ball has also led numerous high visibility
corporate rescues throughout her career, including several on a
global scale. She will spend substantial time in Europe over the
next few years, but will continue to be based in New York.

"Though there is a great deal of speculation regarding Europe's
ongoing economic and political challenges, we are committed to the
premise that Europe will meet its current challenges as it has met
various hurdles in the past, and that it will emerge even
stronger," said Stephen J. Brogan, Managing Partner of Jones Day.
"But it is apparent that responding to the current problems will
require a period of restructuring.  The issues arising from
sovereign debt and other bank debt issues mean that distressed
investing in Europe is very likely to increase, and we have unique
capacity to serve clients interested in purchasing the distressed
assets, both companies and portfolios of loans, that will become
available.  Absent further amend-and-extend resolutions of the
substantial debt anticipated to mature in 2012-2013, our clients,
particularly our fund clients who will be heavily involved in the
restructuring, will have a pronounced need for creative, high-
quality legal work.  Corinne's experience in high-stakes
reorganizations is among the very best anywhere, and her
leadership of this initiative will be of tremendous value to our
clients."

In addition to Ms. Ball's highly publicized work with Chrysler,
two of her more notable and recent engagements -- and one of Jones
Day's primary representations -- are especially relevant to the
challenges being faced in Europe.

She was the lead lawyer in Jones Day's successful representation
of Dana Corporation achieving the first Company Voluntary
Arrangement (CVA) in the UK premised upon a groundbreaking
settlement with the UK Pension Regulator, facilitating the
transfer of control to Centerbridge and other investors.  Ms. Ball
was also instrumental in obtaining a series of settlements to
eliminate an enormous accumulated liability for health and life
insurance benefits for retirees from its unionized and nonunion
workforces, and to modify its collective bargaining agreements
with active employees, allowing Dana to compete in the troubled
auto industry upon emergence from bankruptcy.  This "Global
Settlement" resulted in the elimination of almost $1.5 billion in
accumulated post-retirement benefit obligations, and the creation
and funding of Voluntary Employee Benefit Association (VEBA)
trusts. Several creditors filed objections to Dana's motion for
court approval of the settlement and all but two of these
objections were withdrawn as a result of successful negotiations
with Dana's main creditor constituents.  On July 26, 2007 Judge
Burton Lifland approved the Global Settlement, after hearing
testimony from Dana CEO Michael J. Burns. In his decision, Judge
Lifland described the Global Settlement as "groundbreaking" and
"paving the way" for Dana's reorganization.

Ms. Ball also led Jones Day's team that advised Financial Guaranty
Insurance Company, a leading national mono-line financial guaranty
assurance company, in a transaction in which MBIA Insurance
Corporation, a subsidiary of MBIA Inc. and another leading
national mono-line financial guaranty assurance company, reinsured
FGIC's risk under financial guaranty policies covering $166
billion in par of public finance obligations.  In this
transaction, Ms. Ball had extensive interactions with the UK's
Financial Services Authority (FSA) in the restructuring of FGIC's
UK operations with the FSA. In total, this reinsurance transaction
was one of the largest and most notable reinsurance transactions
in history and in many ways, unprecedented. The transaction was
driven and overseen by the New York State Insurance Department.
FGIC's insurer ratings had been significantly downgraded due to
uncertainty regarding structured finance guarantees that FGIC had
written, and FGIC's statutory capital levels were low. The NYID
had made clear that FGIC would have been placed in rehabilitation,
the insurance equivalent of receivership, if it did not raise new
capital quickly.  Negotiations continued through multiple rounds
of bids over a four month period, with MBIA emerging as the
winning bidder with regulatory hearings to approve and insulate
the transaction.

Ms. Ball has played a leading role in Jones Day's work for WL Ross
& Co.'s European initiatives, including the acquisitions and pan-
European financings relating to International Auto Components
(IAC), which grew from the acquisitions throughout Europe of
Collins & Aikman's assets; International Textile Group (ITG); and
VTG, a large railcar company in Germany; in addition to the Firm's
work for WL Ross on Virgin Money and Northern Rock.

"High-speed turnarounds require special skill sets and we have
several inherent advantages at Jones Day that will allow us to
help clients on the road to rescue in Europe, not least among them
being our unique structure providing legal services as one firm
worldwide," said Ms. Ball.  "We are well versed in managing
reorganization engagements characteristic of the challenges Europe
will be facing and have tremendous resources around the world in
every relevant discipline to help facilitate their conclusion."

Among her many distinctions, Ms. Ball was named "Dealmaker of the
Year" in both 2009 and 2010 by The American Lawyer, and one of the
"Most Influential Lawyers of the Decade" by the National Law
Journal. She also received the Turnaround Management Association's
"International Turnaround Company of the Year" Award in 2008 and
is a director of the American College of Bankruptcy and the
American Bankruptcy Institute.

                           About Jones Day

Since 1893, Jones Day -- http://www.jonesday.com/-- has grown, in
response to its clients' needs, from a small, local practice to a
truly global firm with more than 2,300 lawyers in 30 offices
around the world.  Jones Day is one of the most recognized and
respected law firms in the world, and with more than 250 of the
Fortune 500 among its clients.

Jones Day takes pride in these recent achievements: "Number One
for Client Service," 2002, 2004, and 2005; Top "Market Mover" in
2006, BTI Consulting Group, Inc.; "International Law Firm of the
Year," Asian Legal Business, 2005 and 2006; and Second most cited,
"Who Represents Corporate America," Corporate Counsel, 2006.

Its areas of practice include Antitrust & Competition Law, Banking
& Finance, Business Restructuring & Reorganization, Capital
Markets, Corporate Criminal Investigations, Employee Benefits &
Executive Compensation, Energy Delivery & Power, and
Environmental, Health & Safety, Government Regulation, Health
Care, Intellectual Property, International Litigation &
Arbitration, Issues & Appeals, Labor & Employment, Mergers &
Acquisitions, and Oil & Gas.


                            *********

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, Psyche A. Castillon, Julie Anne G. Lopez,
Ivy B. Magdadaro, Frauline S. Abangan and Peter A. Chapman,
Editors.

Copyright 2011.  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 * * *