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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, July 14, 2011, Vol. 12, No. 138

                            Headlines



B U L G A R I A

INDUSTRIALNA HOLDINGOVA: To Commence Liquidation Procedure


F R A N C E

BELVEDERE SA: Regulators Fine CEO for Share Price Manipulation


G E R M A N Y

PRIME 2006-1: Fitch Downgrades Rating on Class E Notes to 'Csf'
STAGE MEZZANINE: Fitch Lowers Rating on Class B Notes to 'CCCsf'


I C E L A N D

LANDSBANKI ISLANDS: Wm Morrison May Not Bid for Iceland Food Chain


I R E L A N D

BALLYMORE PROPERTIES: Value Down to EUR1.81 Billion
BANK OF IRELAND: S&P Affirms 'BB+/B Counterparty Credit Ratings
IRISH LIFE: S&P Keeps 'BB+' Rating on EUR20-Mil. Jr. Sub. Notes
O'KEEFFE'S OF KILKENNY: Petmania Galway to Continue Trading


I T A L Y

PININFARINA SPA: Creditors May Accept Bollore Majority Stake Offer


L U X E M B O U R G

CHESTER HOLDINGS: S&P Assigns Prelim. 'BB' Corporate Credit Rating
CODITEL HOLDING: Moody's Assigns 'B3' Corporate Family Rating
CODITEL HOLDING: S&P Assigns 'B' Long-term Corp. Credit Rating


N E T H E R L A N D S

ING BANK: Challenges European Commission Restructuring Terms


P O R T U G A L

EUROPEAN PROPERTY: Moody's Cuts Rating on Class C Notes to 'Ba3'


R U S S I A

AK TRANSNEFTEPRODUCT: S&P Raises Corp. Credit Rating From 'BB+'
RUSSIAN UNIVERSAL: Fitch Affirms Long-Term IDR at 'B'
SDM-BANK JSC: Fitch Affirms 'B' Long-Term Issuer Default Ratings
* LENINGRAD REGION: Fitch Affirms Currency Ratings at 'BB'


S P A I N

AYT UNICAJA: Fitch Upgrades Rating on Class D Notes to 'BBsf'
RACING SANTANDER: Files For Bankruptcy Protection


U N I T E D   K I N G D O M

ASSETCO PLC: Wins Two-Week Reprieve to Explore Takeover Offers
LUMINAR GROUP: Issues Profit Warning; Debt Talks Ongoing
NORTHERN PRECISION: Express Engineering Buys Firm, Saves 40 Jobs
PLYMOUTH ARGYLE: Snubbed Bidders Probe Into Administration Process
SOUTHERN CROSS: North East Care Homes Most at Risk of Closure

VISION TWENTYONE: Goes Into Creditors' Liquidation
* UK: Closures Could Lead to More Company Failures, Experts Say


X X X X X X X X

* S&P Withdraws 'D' Ratings on 10 European Synthetic Tranches
* EUROPE: EU Calls for Rating Action Ban on Bailed-Out States
* Upcoming Meetings, Conferences and Seminars




                            *********


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


INDUSTRIALNA HOLDINGOVA: To Commence Liquidation Procedure
----------------------------------------------------------
SeeNews reports that Industrialna Holdingova Kompania on Tuesday
said it plans to start a liquidation procedure.

According to SeeNews, the company said in a statement to the
Bulgarian Stock Exchange that shareholders will decide whether to
launch a liquidation procedure at a meeting scheduled for
August 22.

Shares of Industrialna Holdingova Kompania have not traded on the
Sofia Bourse since December 28, 2009, when they ended 200% higher
at BGN12.00 (US$8.62/EUR6.14), SeeNews notes.

Industrialna Holdingova Kompania is a Bulgarian holding company.


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


BELVEDERE SA: Regulators Fine CEO for Share Price Manipulation
--------------------------------------------------------------
Heather Smith at Bloomberg News reports that Belvedere SA Chief
Executive Officer Jacques Rouvroy was fined EUR100,000
(US$140,000) by France's financial-markets regulator for
manipulating the company's share price.

According to Bloomberg, Belvedere, its Sobieski and Polmos Lancut
units, and Mr. Rouvroy's Financiere du Vignoble were fined another
EUR75,000 in total.

The Autorite des Marches Financiers issued the decision on its
Web site on Tuesday, Bloomberg relates.

Mr. Rouvroy and Belvedere were found to have reported misleading
information to the markets on a share buy-back plan as well as on
how many of the company's shares they controlled, Bloomberg
discloses.  Sobieski, a Polish vodka company, Mr. Rouvroy and
Financiere du Vignoble were faulted for not declaring purchases of
Belvedere shares, Bloomberg notes.

Bloomberg says Polmos Lancut didn't notify the markets that it had
crossed stake thresholds in buying up Belvedere shares.

As reported by the Troubled Company Reporter-Europe on July 5,
2011, Bloomberg News related that Belvedere said a commercial
court in Nimes in southeastern France granted the company creditor
protection.

Belvedere SA -- http://www.belvedere.fr/-- is a France-based
company engaged in the production and distribution of beverages.
The company's range of products includes vodka and spirits, wines,
and other beverages, under such brands as Sobieski, William Peel,
Marie Brizard, Danzka and others.


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


PRIME 2006-1: Fitch Downgrades Rating on Class E Notes to 'Csf'
---------------------------------------------------------------
Fitch Ratings has downgraded PRIME 2006-1 Funding Limited
Partnership's notes, due August 2015:

   -- EUR103,861,286 Class A notes (ISIN: XS0278567994):
      downgraded to 'Bsf' from 'BBsf'; Outlook Negative; Loss
      Severity Rating 'LS-3';

   -- EUR15,000,000 Class B notes (ISIN: XS0278569776): downgraded
      to 'CCCsf' from 'Bsf'; assigned Recovery Rating 'RR1';

   -- EUR20,000,000 Class C notes (ISIN: XS0278570519): downgraded
      to 'CCsf' from 'CCCsf'; Recovery Rating 'RR5';

   -- EUR13,900,000 Class D notes (ISIN: XS0278571756): affirmed
      at 'CCsf'; Recovery Rating 'RR6';

   -- EUR13,000,000 Class E notes (ISIN: XS0278572135): downgraded
      to 'Csf' from 'CCsf'; Recovery Rating 'RR6'.

The downgrades reflect the additional defaults that have occurred
since last performance review in June 2010, which have resulted in
a higher principal deficiency ledger balance lowering the credit
protection to the notes. The reduced credit protection for the
class A notes could only provide for a default of the two largest
obligors. The class B notes could only sustain a default of the
largest obligor and the other rated classes do not have sufficient
credit protection to provide for default of the largest obligor.

The pool has deteriorated further since the last review in
June 2010. This is evidenced by three additional PDL events. The
total outstanding PDL balance rose to EUR27.8 million from
EUR8 million at last review. Fitch notes the high single obligor
concentration within the transaction. The pool has become even
more concentrated compared to the last review as a result of the
additional PDL reducing the performing pool balance. The portfolio
currently contains 22 performing obligors compared with 29
obligors initially. The largest exposure accounts for 9.8% of the
performing portfolio amount and the top five obligors for 49%,
making this transaction the most concentrated among German
mezzanine SME CLOs.

Due to the subordinated nature of the securitized loan
instruments, Fitch expects no recoveries.

Given the bullet maturities, Fitch regards the refinancing risk as
a key risk in this transaction. All of the loans are bullet loans
maturing on the same day. Fitch expects weaker borrowers to have
difficulties re-financing loans at maturity, which could lead to
additional defaults. In addition, the potential lack of liquidity
at maturity could lead to additional defaults. This risk is
reflected in the Negative Outlook for the class A notes. Fitch is
in contact with the transaction arranger and will review any
available information on the repayment and refinancing plans of
the borrowers.

Since the transaction closed in December 2006, there have been
seven PDL events amounting to EUR43.5 million in total. Three of
these were insolvencies amounting to EUR16.5 million. Further,
there was one non-payment of interest and one interest deferral
amounting to EUR18.5 million. The portfolio has further shrunk
following two early terminations with full repayment amounting to
EUR8.5 million.

Fitch has affirmed the Issuer Report Grade of two stars to the
publicly available reports on the transaction. The reporting is
accurate and timely. It contains detailed information on the
priority of payments, cumulative default figures, various
stratifications and on all portfolio companies, including select
financial ratios. However, there are only two investor reports per
year. Additionally, the reports lack information on the rating
triggers that mitigate counterparty risk.

The transaction is a cash securitization of subordinated loans to
German medium-sized enterprises. Currently, approximately two-
thirds of the loans feature a loss participation mechanism, and
the remainder incorporates a deferral option for fixed annual
interest. The portfolio companies were selected by the originating
banks HSH Nordbank AG ('A-'/Stable/'F1'), Landesbank Baden-
Wuerttemberg ('A+'/Stable/'F1+') and Haspa
Beteiligungsgesellschaft fuer den Mittelstand mbH.


STAGE MEZZANINE: Fitch Lowers Rating on Class B Notes to 'CCCsf'
----------------------------------------------------------------
Fitch Ratings has downgraded StaGe Mezzanine Societe en Commandite
Simple's class A and B notes, due December 2013:

   -- EUR95.7m class A notes (ISIN: XS0257999176): downgraded to
      'BB+sf' from 'BBB-sf'; Outlook Negative; Loss Severity
      rating affirmed at 'LS-3'

   -- EUR20m class B notes (ISIN: XS0258004190): downgraded to
      'CCCsf' from 'Bsf'; assigned Recover Rating 'RR-1'

The downgrades reflect the additional defaults that have occurred
since the last performance review in May 2010, which have led to a
decline in the credit protection of the notes. The lower credit
protection is sufficient to provide for default of the four
largest obligors for class A and the largest one for class B.

Given the bullet maturities, Fitch regards the refinancing risk as
a key risk in this transaction. All of the loans are bullet loans
maturing on the same day. Fitch expects weaker borrowers to have
difficulties re-financing loans at maturity, which could lead to
additional defaults. This risk is reflected in the Negative
Outlook. According to a survey performed by Deloitte & Touche GmbH
Wirtschaftspruefungsgesellschaft, 80% of the companies have not
arranged refinancing. However, the agency acknowledges that the
survey was carried out at end of 2010. Fitch is in contact with
the transaction arranger and will review any available information
on the repayment and refinancing plans of the borrowers.

The credit quality of the remaining portfolio has deteriorated by
one notch since the agency's last rating action as a result of
four additional principal deficiency ledger events that led to an
outstanding PDL balance of EUR11.9 million, up from zero at last
review. However, one of the PDL events is "early termination" with
full repayment of the notional, which led to amortization of the
senior class A note by the amount of this notional. The
transaction is still able to trap a considerable amount of excess
spread which has equaled on average EUR1.8 million per quarter
over the last four payment periods.

Since the transaction closed in June 2006, there have been 11 PDL
events amounting to EUR49 million. Three of them were "early
termination" where the full notional was repaid. The current pool
comprises 40 assets with a total outstanding balance of EUR126.8
million compared to 51 assets initially. The largest obligor
represents 6.3% and the five largest obligors represent 26% of the
outstanding pool balance. In Fitch's view, the pool is
concentrated in terms of obligor exposures, which increases the
vulnerability of the rated notes to single defaults. In
particular, the current credit enhancement of class A by
considering the current PDL balance could absorb a default of the
four largest obligors, which make up 22% of the outstanding pool
balance. Class B credit enhancement could only sustain a default
of the largest obligor of 6.3% of the outstanding pool balance.

Due to the subordinated nature of the securitized loan
instruments, Fitch expects no recoveries.

The Issuer Report Grade for the publicly available reports on the
transaction is three stars.

The transaction is a cash securitization of subordinated loans to
German medium-sized enterprises arranged and monitored by WestLB
AG ('A-'/'F1'/Rating Watch Positive). The portfolio companies were
selected by the issuer based on recommendations of Deloitte &
Touche Corporate Finance GmbH acting as financial advisor to the
issuer.


=============
I C E L A N D
=============


LANDSBANKI ISLANDS: Wm Morrison May Not Bid for Iceland Food Chain
------------------------------------------------------------------
Andrew Bounds and Anousha Sakoui at The Financial Times report
that Wm Morrison has cast doubt over any bid for the entire
Iceland Food chain, hinting that it may instead just cherry-pick
individual stores.

According to the FT, the supermarket chain had been expected to be
among the potential bidders for the frozen food retailer.

Dalton Philips, chief executive, said the supermarket group would
"look at any opportunity" for expansion, the FT relates.  However,
he said it was "a long way off" from hiring advisers for a
potential bid, the FT notes.

This year the Resolution Committee of Landsbanki, the failed
Icelandic bank, put its majority stake up for sale, the FT
discloses.  The auction was expected to draw interest from
strategic buyers, including Morrison, and private equity funds.
Blackstone is one of the funds interested, the FT says, citing
people familiar with the situation.

Malcolm Walker, Iceland Foods chief executive, last month
underlined his intention to bid for the frozen food specialist,
saying he had secured bank financing for an offer, the FT
recounts.

The FT notes that people close to the situation said the sale
process, however, is in very early stages, with an information
memorandum not expected to be produced for prospective bidders
until the end of August and the transaction not seen to be
completed until early next year.

                     About Landsbanki Islands

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  The bank offered online savings
accounts under the "Icesave" brand.  On October 7, 2008, the
Icelandic Financial Supervisory Authority took control of
Landsbanki and two other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008 (Bankr.
S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison &
Foerster LLP, represents the Debtor.  When it filed for protection
from its creditors, it listed assets and debts of more than
US$1 billion each.


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


BALLYMORE PROPERTIES: Value Down to EUR1.81 Billion
---------------------------------------------------
According to The Irish Times' Suzanne Lynch, an auditor's report
for Ballymore Properties showed that the value of Sean Mulryan's
Irish property business fell by more than half a billion euro to
EUR1.81 billion last year.

The Irish Times relates that the report for the year ended
March 2010 states that the company's principal assets comprise a
"development property and tangible fixed-asset portfolio" with a
"carrying value" of EUR1.81 billion.  This compares to a carrying
value of EUR2.39 billion in 2009, The Irish Times discloses.

The report, The Irish Times says, notes "the uncertainty
associated with assessment of the carrying value of property
assets under current market conditions and the group's ability to
continue as a gong concern".

As an unlimited company Ballymore Properties Limited is not
required to file full accounts, The Irish Times states.

The auditor's report, which was signed off in December, states the
company is in discussions with the National Asset Management
Agency, The Irish Times notes.

It is believed that Mr. Mulryan reached agreement with Nama on a
business plan for his property portfolio in May, according to The
Irish Times.

Ballymore Properties is a property developer.


BANK OF IRELAND: S&P Affirms 'BB+/B Counterparty Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
three domestically owned Irish banks and two foreign-owned banking
groups operating in Ireland which it rates. This follows its
consideration of the implications for these banks'
creditworthiness of the Irish government's Financial Measures
Programme, announced on March 31, 2011. The Programme comprised a
Prudential Capital Assessment (PCAR) and a Prudential Liquidity
Assessment (PLAR), as well as the related restructuring of the
Irish banking sector. The rating actions on the banks are:

  * S&P has affirmed the 'BB+/B' counterparty credit ratings on
    Bank of Ireland. "At the same time, we removed them from
    CreditWatch with negative implications, where they were placed
    on April 6, 2011. We have revised upward BOI's SACP by one
    notch to 'bb' from 'bb-', but now factor only a single notch
    of uplift into the ratings for further extraordinary Irish
    government support. The outlook on BOI is negative," S&P
    related.

  * "We have affirmed the 'BB/B' counterparty credit ratings on
    Allied Irish Banks PLC and the 'BB-/B' ratings on AIB's
    wholly owned U.K. subsidiary, AIB Group (U.K.) PLC.
    At the same time, we removed them from CreditWatch with
    negative implications, where they were placed on April 6,
    2011. We have revised upward AIB's SACP by one notch to 'bb-'
    from 'b+', but now factor only a single notch of uplift into
    the ratings for further extraordinary Irish government
    support. The outlooks on AIB and AIB UK are negative," S&P
    continued.

  * "We have lowered the counterparty credit ratings on Irish Life
    & Permanent PLC to 'BB/B' from 'BB+/B'. At the same time, we
    removed them from CreditWatch with negative implications,
    where they were placed on April 6, 2011. We have maintained
    ILP's SACP at 'bb-', but now factor only a single notch of
    uplift into the ratings for further extraordinary Irish
    government support. The outlook on ILP is negative. The
    'CC' and 'D' ratings on IL&P's lower Tier 2 subordinated debt
    instruments are unaffected," S&P said.

    The rating actions do not affect the ratings on debt
    instruments issued by AIB, BOI, and IL&P where these
    instruments are guaranteed by the Republic of Ireland
    (BBB+/Stable/A-2).

  * "We have affirmed the 'BBB+/A-2' counterparty credit ratings
    on KBC Bank Ireland PLC, which continue to incorporate two
    notches of group support above KBCI's 'bbb-' SACP. At the
    same time, we removed them from CreditWatch with negative
    implications, where they were placed on April 6, 2011. The
    outlook is negative," S&P related.

  * "We have affirmed the 'BBB+/A-2' counterparty credit ratings
    on Ulster Bank Ltd. (UBL) and core Irish subsidiary, Ulster
    Bank Ireland Ltd. (UBIL)," S&P continued.

"At the same time, we removed them from CreditWatch with negative
implications, where they were placed on April 6, 2011. We have
lowered UBL's SACP by one notch to 'bb' from 'bb+', but now
incorporate four notches of group support into the ratings. The
ratings on UBIL remain equalized with those on UBL. The outlook is
negative," S&P said.

                               Summary

"Our press release of April 6, 2011 provides considerable detail
on the Financial Measures Programme, the PCAR and PLAR elements
within it, and the immediate implications for the domestically
owned banks on which it focused," S&P stated.

"We continue to regard the Programme as a credible attempt to
reinforce the solvency resilience of the banks, establish a plan
to restore the financial health of the banks, and so instill
investor confidence in them such that they can start to fund more
normally," S&P related.

"Our base-case expectation for the macroeconomic and funding
environments is broadly in line with the base case set out in the
PCAR exercise. The macroeconomic scenario envisages that house
prices in particular will continue to fall into 2013, but that the
early signs today of economic stabilization take root, leading to
modest, mainly export-driven, growth through 2013. Like PCAR, we
assume that the banking sector's domestic deposit base is broadly
stable, but that is unlikely to see meaningful growth through the
period, and that the banks' access to wholesale funding,
particularly on an unguaranteed basis, will remain very limited
right through the 2011-2013 period," S&P said.

"The negative outlooks on the banks reflect our view that there is
meaningful downside risk to this base-case expectation," S&P
related. For the three domestically owned banks, S&P also sees
significant challenges:

    The banks' restructuring and deleveraging has made modest
    progress so far, and will not be easy. It remains possible
    that progress could be delayed, and so end up backloaded
    toward the end of the 2013 horizon; and

    Even if the banks delever as planned, they may continue to
    rely on monetary authority borrowings.

"However, we do not consider that the three banks are in an
identical position. Indeed, if the pace of deleveraging and
restoration of earnings diverges, we would reflect this in our
ratings on the banks," S&P stated.

                  Domestically Owned Banks

                  Government support notches

S&P notches up the rating on a bank for extraordinary future
government support where:

1. "The bank is in a state of temporary distress and we feel that
   its SACP will revert to a higher ICR within a reasonable
   timeframe," S&P related.

2. The government is both willing and able to provide such
   support.

"In our view, point 1 continues to apply to AIB, BOI, and ILP. If
the nascent economic recovery establishes itself, the banks
execute on their deleveraging plans, and wholesale funding markets
do not deteriorate further, then we expect that all three banks
could see their stand-alone creditworthiness improve, leading to a
modest improvement in their SACPs within the two-year rating
horizon," S&P said.

Over the past three years, the Irish government has provided
significant financial support to the domestic banking sector. This
has included: capital injections, the purchase of the bank's
weakest property-related loans by the National Asset Management
Agency, government-backed funding programs, and access to
liquidity from the monetary authorities. Its capacity to
provide capital support was bolstered by the November 2010 EU-IMF
assistance package, which earmarked EUR35 billion for future
extraordinary support to the banking system.

"After taking account of burden-sharing by subordinated
bondholders and the likely future sale of Irish Life Assurance PLC
(ILA; BBB-/Watch Dev/--) by ILP, we expect that the post-PCAR
capital injections by the government will consume up to EUR19
billion of the EUR35 billion available. In theory, the balance
remains available, but could be consumed by other purposes, e.g.,
funding the fiscal deficit. While the government's capacity to
support has evidently diminished, based on support already
provided, we see continued moderate capacity to provide capital
support to the banks, as well as continuing capacity to provide
liquidity support via the central bank," S&P related.

"We also consider that the Irish government remains willing to
provide such support. In forming this view, we note the statements
by the Minister for Finance regarding current government policy,
i.e., that burden-sharing by senior unsecured and unguaranteed
bondholders of the government-supported banks should be restricted
to banks that it does not consider to be viable--that is, Anglo
Irish Bank Corp. Ltd. (Anglo; CCC/Negative/C) and Irish Nationwide
Building Society, which has just been merged into Anglo," S&P
stated.

"Taking these points together, we are reducing to one notch from
two the extraordinary government support that we factor into the
ratings on AIB, BOI, and ILP, reflecting our view that the
government has only moderate capacity to provide further support
beyond that envisaged post-PCAR," S&P noted.

                          Bank of Ireland

"Along with AIB, BOI is viewed by the Irish government as a
'pillar' of the Irish banking sector and in our view remains a
highly systemically important institution. We expect that the bank
will pursue a structured plan to delever through 2013, with the
aim of refocusing its activities more squarely on its domestic
market and materially reducing its reliance on wholesale and
monetary authority funding. In our view, this deleveraging will
lead to a moderate narrowing in the bank's business profile, but
not overly weaken its strong domestic position, nor interfere with
the useful niche activities of its U.K. subsidiary, Bank of
Ireland (UK) PLC (not rated). Given the challenges to achieving
the deleveraging and the extended execution schedule, we do
not yet factor the potential benefits of related actions into
BOI's SACP. In view of that and BOI's continued reliance on
monetary authority borrowings, very restricted access to the
wholesale funding markets, and high loan-to-deposit ratio, we
continue to regard its funding position as a key weakness," S&P
related.

In light of the PCAR, BOI is bolstering its capitalization with
EUR4.2 billion of equity and EUR1.0 billion of contingent capital
by end-July 2011. Of the EUR4.2 billion, the ongoing liability
management exercise is set to raise at least EUR2.0 billion,
leaving the balance to be raised via a rights issue, underwritten
by the Irish government. Depending on the uptake of the rights
issue, this could leave the bank up to 69% government-owned
(currently 36%).

"We take account of the recapitalization in BOI's SACP. On a pro
forma basis, we calculate that BOI's end-2010 Core Tier 1 ratio
rises to 16% from 9.7% and its pre-diversification risk-adjusted
capital (RAC) ratio rises to 8.1% from 4.9%. Financial flexibility
will additionally be enhanced by the EUR1 billion of contingent
capital instruments," S&P said. However, S&P's view of
capitalization is also colored by:

  * "The continued pressure on asset quality and revenues, which
    in our view will leave the bank challenged to return to
    profitability within the two-year rating horizon," S&P
    related.

  * Planned divestments through this period, which may well be at
    below book value.

  * "The change to the Irish BICRA in February 2011, when we
    revised the economic risk score, a subcomponent of the BICRA,
    to 7 from 4. As a result, risk-weighted assets on Irish
    exposures calculated under our RAC framework will rise
    markedly for subsequent reporting dates," S&P stated.

"We therefore consider BOI's enlarged capitalization to be only
adequate," S&P said.

"The negative outlook reflects continued downside risks to the
macroeconomic and funding environment compared with our base-case
expectation. It also reflects a degree of execution risk as
regards deleveraging," S&P related.

A negative rating action could be triggered if the environment is
weaker than our base case, with the consequent likely impact on
BOI's asset quality and earnings. It could also arise from renewed
outflows of deposits, such as those seen in the second half of
2010, or a change of stance by the Irish government regarding
burden-sharing by senior unsecured and unguaranteed bondholders of
the viable government-supported banks.

A positive rating action would be most likely to arise from
clearly stabilizing asset quality that shows evidence of
diminishing downside earnings risk, combined with clear evidence
that deleveraging is being achieved and that the bank's funding
position is improving as a result.

                        Allied Irish Banks PLC

"AIB is positioned as the industry's other "pillar" bank and
remains, in our view, a highly systemically important institution.
Similar to BOI, the bank is preparing to delever through 2013,
which will leave it more focused on the domestic market. The
objective is to reduce its reliance on wholesale and monetary
authority funding and so bring its loan-to-deposit ratio within
the 122.5% target set under PLAR. As with BOI, we consider that
the deleveraging will lead to a narrowing of the business profile,
but not weaken its strong domestic position. Given the challenges
noted above to achieving the deleveraging and the extended
execution schedule, we do not yet factor the potential benefits of
related actions into the bank's SACP. In view of that and the
bank's continued reliance on monetary authority borrowings, very
restricted access to the wholesale funding markets, and high loan-
to-deposit ratio, we continue to regard its funding position as a
key weakness," S&P stated.

In April, AIB finalized the sale of its majority stake in Polish
bank Bank Zachodni WBK S.A., which generated a EUR1.6 billion
boost to capital. AIB then merged with the Educational Building
Society on July 1, 2011. The enlarged group is due to complete the
PCAR-prescribed capital raise -- EUR13.2 billion of equity and
EUR1.6 billion of contingent capital instruments -- by
end-July 2011. Of the EUR13.2 billion, AIB has said that its
recent LME will raise at least EUR1.6 billion. The Irish
government will then inject EUR5.0 billion as equity. It will
further provide AIB with a capital contribution to make good any
shortfall arising after the actions above and any capital
generated from ongoing LME at EBS and AIB. We expect that, as a
result, the government will own more than 99% of AIB. We take
account of all of these factors in AIB's SACP," S&P stated.

"We calculate that the capital raising actions and the EBS merger
would together push AIB's pro forma end-2010 Core Tier 1 ratio
beyond 20%, from the 4.0% that it originally reported. We
calculate that AIB's pre-diversification RAC ratio at the same
date would rise to about 13% from about 2.4%. Financial
flexibility will additionally be enhanced by the EUR1.6 billion of
contingent capital instruments. However, noting the same
considerations as for BOI, we consider AIB's post-injection
capitalization to be adequate, but nevertheless the strongest
element in its SACP," S&P related.

"The negative outlook reflects continued downside risks to the
macroeconomic and funding environment compared with our base-case
expectation. It also reflects a degree of execution risk as
regards deleveraging, and the likely need for AIB to deliver
material restructuring to better align the cost base with a
smaller revenue base," S&P said.

"A negative rating action could be triggered if the environment is
weaker than our base case, with the consequent likely impact on
BOI's asset quality and earnings. It could also arise from renewed
outflows of deposits, such as those seen in the second half of
2010, or a change of stance by the Irish government regarding
burden-sharing by senior unsecured and unguaranteed bondholders of
the viable government-supported banks," S&P noted.

A positive rating action would be most likely to arise from
clearly stabilizing asset quality and cost efficiency improvements
resulting in a clear prospect of improved earnings and lessened
downside risk, as well as clear evidence that deleveraging is
being achieved and that the bank's funding position is improving
as a result.

                     Irish Life & Permanent PLC

ILP's recapitalization of EUR3.6 billion, plus an additional
EUR0.4 billion in contingent capital, is centered on the proceeds
of a sale of ILA, with the remainder coming from the May 2011 LME
(which raised EUR0.2 billion), the ongoing LME, and an injection
of equity by the government. ILP has said that this will be
phased, so taking into account the expected timing of the ILA
sale in late 2011. "We therefore expect that the government will
subscribe to EUR2.3 billion equity and the contingent capital
instruments in late July, so taking nearly 99% ownership of ILP,
prior to ILP selling ILA and completing its ongoing LME. If the
ILA sale and ongoing LME fail to raise the remaining EUR1.1
billion between them, the government would make good the
shortfall," S&P stated.

"We have factored the recapitalization into ILP's SACP. ILP has
said that the injection will raise the bank's pro forma end-2010
Core Tier 1 ratio to over 32% from the 10.6% that it reported. We
calculate that the bank's pre-diversification RAC ratio rises to
about 14% from about 4.7%. Financial flexibility will additionally
be enhanced by the EUR0.4 billion of contingent capital. Noting
the same considerations as for BOI and AIB, we consider ILP's
post-injection capitalization to be adequate, despite the high pro
forma ratios, but nevertheless that it will provide a robust
buffer against future losses, deleveraging costs, and poor
profitability in the core mortgage book," S&P stated.

Through end-2013, ILP is set to undertake radical deleveraging --
nearly 45% of its end-2010 balance sheet -- as it seeks to reduce
its heavy reliance on wholesale and monetary authority funding and
to remedy a loan-to-deposit ratio, which was in excess of 200%
even after February's acquisition of EUR3.6 billion in deposits
from Irish Nationwide Building Society. The deleveraging is set to
see the sale of its U.K. residential and Irish commercial mortgage
books, as well as a reduction in its core Irish residential
mortgage book. "We have not factored the benefits of deleveraging
into ILP's SACP, and continue to regard the bank's funding
position as its main weakness," S&P stated.

"In our view, as a result of deleveraging, ILP's business profile
will become rather undiversified, being essentially a pure
mortgage and savings provider in a small market that will likely
have limited growth prospects even in 2014. In view of this, and
ILP's structural weak pre-provision profitability caused by the
weight of its uneconomic tracker mortgage book, we consider that
the bank's business model will remain challenged. Nevertheless,
noting its still quite important position in the mortgage market
and the government's stance regarding support, we continue to
consider that the bank remains highly systemically important to
the Irish banking system," S&P related.

"The negative outlook reflects continued downside risks to the
macroeconomic and funding environment compared with our base-case
expectation. Furthermore, given the scale of the deleveraging and
the nature of the assets to be sold, it also factors in our view
that ILP faces significant execution risk to achieving the
deleveraging plan," S&P said.

A negative rating action could be triggered if the environment is
weaker than our base case, with the consequent likely impact on
ILP's asset quality and earnings. It could also arise from renewed
outflows of deposits, such as those seen in the second half of
2010, or a change of stance by the Irish government regarding
burden-sharing by senior unsecured and unguaranteed bondholders of
the viable government-supported banks.

A positive rating action would be most likely to arise from
clearly stabilizing asset quality and cost efficiency improvements
resulting in a clear prospect of improved earnings and lessened
downside risk, as well as clear evidence that deleveraging is
being achieved and that the bank's funding position is improving
as a result.

           Foreign-Owned, Domestically Active Banks

"We have also reconsidered the creditworthiness of foreign-owned
KBC Bank Ireland, Ulster Bank Ireland Ltd., and its U.K. parent,
Ulster Bank Ltd., in light of the PCAR exercise and the
restructuring occurring across the sector. While not supported by
the Irish government, we rate these banks higher than their
domestically owned peers due in large part to our views on the
likelihood of parental support," S&P said.

                       KBC Bank Ireland PLC

"We have reviewed KBCI's SACP and have left it unchanged at 'bbb-
'. This reflects our view that, notwithstanding KBCI's more modest
(but sustainable) market position than larger domestic peers and
its reported loss in 2010, we regard it as being better placed to
weather the adverse environment than its peers, by virtue of its
low reliance on external wholesale funding and adequate earnings
prospects. We still regard KBCI as strategically important to KBC
Bank N.V. (A/Stable/A-1), a parent that is itself government-
supported, and continue to factor two notches of parental support
into the rating. We continue to regard KBCI as being of low
systemic importance to the Irish banking system," S&P continued.

"We expect that KBCI may continue to modestly deleverage through
2011 in the face of a weak demand for credit and a still
unsupportive funding environment. We expect that impairment losses
will remain elevated through 2011 and 2012, albeit at a much
reduced level than 2010, but that they will be absorbed by
preprovision earnings and that KBCI's capitalization will be
adequate. The negative outlook reflects downside risk to this
expectation, however," S&P said.

"A negative rating action could be triggered if we consider that
the links between KBCI and KBC are weakening, or if we lower
KBCI's SACP. This could arise, for example, if KBCI materially
underperforms our earnings expectations and losses are not offset
by recapitalization. In line with our criteria for rating EMU-
domiciled banks, we would not rate KBCI above the Irish sovereign.
Therefore, a downgrade of the Irish sovereign rating would likely
trigger a similar rating action on KBCI," S&P related.

A positive rating action would be most likely to arise from a
material increase in capitalization, or a marked improvement in
asset quality that shows evidence of diminishing downside earnings
risk.

             Ulster Bank Ltd., Ulster Bank Ireland Ltd.

"We have lowered UBL's SACP by a notch to 'bb'. This principally
reflects our view that UBL is likely to experience a persistent
very high level of impairments through the two-year rating
horizon, albeit diminishing through this period, which will likely
require the parent, Royal Bank of Scotland PLC (RBS; A+/Stable/A-
1), to provide further material capital support. This impairment
expectation reflects the general weak outlook for domestic credit
quality but also the fact that, unlike domestically owned peers,
UBL has not transferred out its weakest property-related loans. As
a result, we consider it unlikely that UBL will be profitable for
several years. We expect that UBL will continue to deleverage
through the two-year horizon and beyond, but that it will remain a
solid third-placed, broadly-based competitor to the two 'pillar'
banks," S&P noted.

"Notwithstanding the weak performance at UBL, we note the strong
commitment that RBS has shown to UBL, evident from its large
capital injections, funding support, and continued investment. We
continue to regard UBL as strategically important to RBS, a parent
that is itself government-supported, and factor four notches of
parental support into the rating. (The closer proximity of UBL's
SACP and the sovereign rating had previously prevented us from
being able to reflect all four notches in the rating.) We continue
to regard UBIL as core to UBL and so equalize the ratings. We
consider UBL and UBIL to be of moderate systemic importance to the
U.K. and Irish banking systems," S&P stated.

"We expect that impairment losses will remain elevated through
2011 and 2012, further delaying the bank's return to
profitability. The negative outlook reflects the downside risk to
this expectation, however," S&P related.

"A negative rating action could be triggered if we consider that
the links between UBL and RBS are weakening, or if we revise UBL's
SACP further downward. This could arise, for example, if UBL fails
to meet our already bearish expectations for earnings performance.
In line with our previously explained approach, we would not rate
UBL or UBIL above the Irish sovereign. Therefore, a downgrade of
the sovereign rating would likely trigger a similar rating action
on UBL and UBIL," S&P continued.

A positive rating action would be most likely to arise from a
material increase in capitalization, or a marked improvement in
asset quality that shows evidence of diminishing downside earnings
risk.

                           Other Banks

"The following domestically focused Irish banks were not part of
this review, but we comment on them for completeness," S&P stated.

                   Anglo Irish Bank Corp. Ltd.

"We consider Anglo's circumstances to be different from its
domestically owned peers, given the government's plans to run it
down and, in our view, its clearly stated desire to enforce
burden-sharing on Anglo's senior unsecured and unguaranteed
bondholders. On June 23, 2011, we lowered the long-term
counterparty credit rating on Anglo, which we consider a
government-related entity (GRE) under our criteria, by one notch
to 'CCC' from 'CCC+'. The outlook is negative," S&P related.

"Barclays Bank Ireland PLC (BBI) On April 6, 2011, we assigned a
stable outlook to the 'A-' long-term rating on BBI because, unlike
its peers, we felt that it was reasonably well positioned, saw no
reason to change our view of its 'bbb-' SACP or its 'core' group
status, and because a stable outlook mirrors that on the Irish
sovereign (we rate BBI a maximum of one notch above the
sovereign). We subsequently affirmed the ratings on BBI on May 20,
2011," S&P added.

Ratings List
Downgraded; CreditWatch Action; Ratings Affirmed
                             To                 From

Allied Irish Banks PLC
Counterparty Credit Rating  BB/Negative/B      BB/Watch Neg/B
AIB Group (U.K.) PLC
Counterparty Credit Rating  BB-/Negative/B     BB-/Watch Neg/B
Irish Life & Permanent PLC
Counterparty Credit Rating  BB/Negative/B      BB+/Watch Neg/B
Bank of Ireland
Counterparty Credit Rating  BB+/Negative/B     BB+/Watch Neg/B
KBC Bank Ireland PLC
Counterparty Credit Rating  BBB+/Negative/A-2  BBB+/Watch Neg/A-2
Ulster Bank Ireland Ltd.
Ulster Bank Ltd.
Counterparty Credit Rating  BBB+/Negative/A-2  BBB+/Watch Neg/A-2

NB: This list does not include all ratings affected.


IRISH LIFE: S&P Keeps 'BB+' Rating on EUR20-Mil. Jr. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services reviewed its 'BBB-' long-term
counterparty credit and insurer financial strength ratings on
Irish-based insurer Irish Life Assurance PLC and chose to keep
them on CreditWatch with developing implications. "We also kept
the 'BB' rating on the EUR200 million junior subordinated notes on
CreditWatch developing," S&P stated.

"We originally placed the ratings on CreditWatch with negative
implications on Nov. 26, 2010. We lowered the ratings to 'BBB-'
from 'BBB' on Feb. 2, 2011, and kept them on CreditWatch negative.
The CreditWatch placement was revised to developing on April 5,
2011," S&P said.

Earlier in the year, the Central Bank of Ireland ran stress tests
for the Irish banking sector which indicated that ILA's banking
parent Irish Life & Permanent (ILP; BB+/Watch Neg/B) required EUR4
billion in additional capital. ILP therefore announced that it
would sell ILA on March 31, 2011. As a result, we revised our
CreditWatch placement for ILA. We are keeping the CreditWatch
implications on developing because, in our view, regarding how the
separation of the insurer from the bank will unfold, and about the
future ownership structure of Irish Life," S&P said.

ILP continues to pursue the planned disposal of ILA through either
a trade sale or IPO. The Memorandum of Understanding between the
Irish state, the International Monetary Fund, and the EU requires
the group to have started the sale of ILA by October 2011.

"In our opinion, a successful separation of ILA from ILP is likely
to significantly reduce ILA's risks and exposures relating to its
weaker banking parent. The 'BBB-' long-term rating on ILA is two
notches below its 'bbb+' stand-alone credit profile to reflect
risks relating to its parent. ILP's stand-alone credit profile is
'bb-'," S&P stated.

At year-end 2010, the reported embedded value of ILP's life and
fund management business was EUR1.6 billion.

"We will update the CreditWatch placement as further details
emerge about the disposal, including the possibility of a trade
sale. The company is required to have commenced the sale of ILA by
October 2011. We aim to provide an update by early October, but do
not expect to resolve the CreditWatch placement until ILA has
separated from its parent," S&P said.

ILP has not yet decided how it will dispose of ILA, and therefore
the rating outcome following the CreditWatch resolution remains
uncertain. A successful IPO could see the rating on ILA equalized
with its 'bbb+' stand-alone credit profile, but ILP is also
willing to consider a trade sale. In that case, the new rating
would depend heavily on the creditworthiness of the buyer. In
addition, should ILP not complete the planned separation, S&P
could lower the ratings by one or two notches.


O'KEEFFE'S OF KILKENNY: Petmania Galway to Continue Trading
-----------------------------------------------------------
Galway Independent reports that Petmania Galway is to continue to
service the needs of the city's pets and their owners, after the
examiner appointed to parent company O'Keeffe's of Kilkenny last
week reverted to the High Court with a restructuring program hat
will see the business remain under the ownership and management of
the O'Keeffe family.

O'Keeffe's of Kilkenny has been trading for over 40 years and
operates the Petmania chain of pet stores, Meubles Furniture
Store, The Wine Centre and Gardenia in Kilkenny City, Galway
Independent discloses.

The company entered into examinership on March 4 and the Drogheda
branch of Petmania, which employed eight people, ceased trading on
June 19, Galway Independent recounts.

No other stores operated by O'Keeffe's of Kilkenny will be
affected by the development, and the company has stated that no
further store closures will take place, Galway Independent notes.

As reported by the Troubled Company Reporter-Europe on June 14,
2011, RTE News related that the High Court extended the period of
examinership for O'Keefes of Kilkenny, Petmania Ltd. and Meubles
(Ireland) Ltd.

O'Keeffe's of Kilkenny Ltd. is a manufacturer of pet supplies.


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


PININFARINA SPA: Creditors May Accept Bollore Majority Stake Offer
------------------------------------------------------------------
Jerrold Colten at Bloomberg News, citing daily Il Sole 24 Ore,
reports that Pininfarina SpA's creditors, including UniCredit SpA
and Intesa Sanpaolo SpA, may accept an offer from investor
Vincent Bollore for a majority stake in the Italian company.

According to Bloomberg, the Italian newspaper said that the banks
may approve an offer at board meetings in August.

As reported by the Troubled Company Reporter-Europe on Jan. 5,
2009, Bloomberg News related that Pininfarina agreed to give
creditor banks control of its brand in return for writing off
EUR250 million of its debt.

Pininfarina SpA is an Italy-based company, operating in the
automotive industry.  The company offers design, engineering and
manufacturing of vehicles.


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


CHESTER HOLDINGS: S&P Assigns Prelim. 'BB' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Chester Holdings S.a.r.l., doing
business as Capsugel. "At the same time, we assigned a preliminary
'BB-' senior secured debt rating and a preliminary '3' recovery
rating to the company's US$150 million revolving credit
facility and US$920 million term loan. The ratings reflect our
expectation of meaningful recovery (50% to 70%) of principal for
lenders in the event of default. We assigned a preliminary 'B'
issue rating and a preliminary '6' recovery rating to the
company's 325 million euro-denominated (US$460 million dollar
equivalent) senior unsecured notes. The ratings reflect our
expectation of negligible recovery (0 to 10%) of principal for
lenders in the event of default," S&P related.

"The speculative-grade preliminary ratings on Capsugel reflect its
highly leveraged financial risk profile, highlighted by pro forma
operating lease adjusted debt to EBITDA which is almost 7x and the
execution risk associated with its spin-off from pharmaceutical
giant Pfizer Inc.," said Standard & Poor's credit analyst David
Lugg. These risks are partly offset by Capsugel's satisfactory
business risk profile given its leading market position in the
hard capsule market, strong customer relationships, significant
barriers to entry, high profitability, and our view of stable
long-term industry growth prospects.

"We consider Capsugel's financial risk profile to be highly
leveraged. Following its leveraged buyout by KKR for US$2.5
billion (including fees), pro forma operating lease adjusted
leverage is estimated at 6.8x and funds from operations to debt is
less than 10%. However, given the relatively high visibility of
revenues and significant free cash flows, we believe the company
can support this high level of debt and has the ability to
steadily reduce leverage over time. We expect the company to grow
organically and that acquisitions will play a limited role in the
near term. Assuming modest growth in revenues and margins that
reflect costs associated with being an independent business, along
with minimal cost savings, we estimate FY 2012 adjusted debt
leverage to be 6.2x," S&P related.


CODITEL HOLDING: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's has assigned a B3 corporate family rating and a B3
probability of default rating to Coditel Holding Lux S.a.r.l.
Moody's has also assigned a (P)B3 rating to the proposed
EUR260 million senior secured notes due 2018 to be issued by
Coditel Holding S.A..

The proposed notes will be used to repay in full the bank facility
that was put in place for the acquisition of Coditel by private
equity investors Altice, Deficom and Apax. Coditel is the main
provider of cable TV and triple play services in Brussels
(Belgium) and Luxembourg.

RATINGS RATIONALE

The B3 CFR reflects (i) Coditel's limited scale and coverage when
compared to European rated peers; (ii) the negative historical
trend in the company's customer base as a result of competitive
pressures from Belgacom -- Coditel's most significant competitor
in the Brussels area; (iii) the potential challenge in returning
to growth in the customer base and RGUs in areas were broadband
penetration is relatively high; (iv) the company's highly
leveraged capital structure.

The B3 CFR also reflects (i) Coditel's position as the main cable
provider within its own coverage areas, with no cable-network
overlap; (ii) its largely invested network infrastructure for the
provision of multi-play services i.e. digital TV, broadband
internet and telephony; (iii) the relatively protected nature of
the markets in which it operates, characterized by high pay TV
penetration, stable competitive structure and limited
attractiveness to new entrants; and (iv) its strong EBITDA margins
and cash conversion in absence of major investment needs over the
medium term.

In Belgium, Coditel operates in Brussels only (approximately 75%
of group revenues) where it competes directly with national
telecom incumbent Belgacom and small alternative DSL players,
while in Luxembourg (25% of revenues) Coditel's main competitor is
the telecom incumbent P&T. Coditel's competitive landscape is
relatively stable with limited pricing pressure, however Moody's
notes that the company has lost customers to its telecom
competition in recent years.

The company's strategy focuses on re-gaining lost customers while
up-selling triple-play packages to existing TV customer; therefore
continue to grow average revenue per user, revenue and
profitability. While the positive trend from up-selling multiple-
play packages should over-compensate the negative trend in
customer base, Moody's believes that the growth potential remains
relatively limited given high broadband penetration were Coditel
operates.

Coditel has a highly leveraged capital structure with pro forma
adjusted debt to EBITDA at 6.7x reported EBITDA for 2010. The
company however generates strong EBITDA margin and cash conversion
should remain strong going forward as the heavier network-driven
investments were realized in the past and on-going capital
expenditure is largely success-based.

Moody's notes that among the rated European cable-universe,
Coditel is the smallest with revenues of approximately EUR63
million and EBITDA of EUR39 million in 2010. Although Coditel is
able to achieve high EBITDA margins relative to its peers, Moody's
views the combination of high leverage, limited scale and limited
track record of operating as a stand-alone business (since the
spin-off from France's Numericable) as negative rating factors.

Liquidity for Coditel is adequate. Coditel is expected to hold
minimal amount of cash post transaction -- and a EUR25 million
fully committed and available revolving credit facility. Coditel
should generate positive cash flows on a quarterly basis with
limited working capital swings. Pro forma for the notes, Coditel
will not have any scheduled debt amortizations before the bond
matures in 2018. The sole covenant for the RCF is relatively
light, while incurrence-based covenants under the notes open at
5.75x consolidated gross leverage step down overtime.

The (P)B3 rating on the notes -- in line with the CFR -- reflects
the fact that they represent the large majority of the restricted
group's capital structure. The notes are secured obligations of
Coditel Holding S.A. and benefit from a parent guarantee from
Coditel Holding Lux s.a.r.l. and from Coditel s.a.r.l -- the
operating company in Luxembourg. Moody's understands that due to
legal restrictions in Belgium the notes will not benefit from a
guarantee from Coditel Brabant SPRL - the operating company in
Belgium which generates approximately 75% of the group's EBITDA.
Moody's notes that RCF lenders would benefit from super-senior
ranking vis-…-vis the notes upon realisation of enforcement
proceeds.

The stable outlook reflects Moody's expectation that Coditel will
continue to gradually grow revenue and EBITDA while starting to
de-leverage the business.

A deterioration in operating performance leading to a failure to
de-leverage from 6.7x debt to EBITDA or negative free cash flow
generation would put negative pressure on the rating. Positive
pressure on the rating could result from strong operating
performance and de-leveraging below 6.0x adjusted Debt to EBITDA
and material free cash flow generation.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the revolving credit
facility and the notes. A definitive rating may differ from a
provisional rating.

The principal methodologies used in this rating were Global Cable
Television Industry published in July 2009, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Coditel is the main provider of cable TV, broadband and telephony
services in Brussels (Belgium) and Luxembourg. Coditel is held by
Coditel by private equity investors Altice, Deficom and Apax. In
2010, Coditel generated EUR62 million in revenue and EUR39 million
in EBITDA.


CODITEL HOLDING: S&P Assigns 'B' Long-term Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Luxembourg-based cable operator Coditel
Holding Lux Sarl, provider of fixed telephony, broadband, and pay-
TV services in the Brussels region of Belgium and in parts of
Luxembourg. The outlook is stable.

"At the same time, we assigned a 'B' issue rating to the proposed
EUR260 million senior secured notes to be issued by Coditel
Holding S.A. The recovery rating on these facilities is '4',
indicating our expectation of average (30%-50%) recovery prospects
for senior secured lenders in the event of a payment default," S&P
related.

Coditel's likely high financial leverage over the next three years
and its aggressive financial policies constrain the rating.
Coditel, which consists of the Belgian and Luxembourgian
operations of French cable operator

Numericable, was sold by the latter in May 2011 to a consortium of
private equity firms including Deficom, Altice, and Apax Partners
for EUR360 million. The transaction closed on June 30, 2011.

"Coditel's narrow network footprint, combined with competition for
broadband Internet, telephony, and television services from
financially stronger telecom incumbents or from local players
using various technology platforms such as cable, satellite, and
Internet-based TV are likely to constrain Coditel's prospects for
medium-term revenue growth, in our view. We also believe that
the company's limited geographical diversification leaves it more
vulnerable to potential adverse changes in regulation and market
dynamics," S&P said.

In addition, high interest expenses and continued sizable annual
network investments are likely to somewhat limit Coditel's free
operating cash flow generation over the next three years.

"Coditel's rating derives support, however, from our expectations
of sound revenue and EBITDA growth potential over the next three
years, primarily through increasing penetration of its triple-play
bundled products on its broadly stable cable TV subscriber base
and modest price increases for bundles and digital cable TV
products. Also underpinning the rating are Coditel's good
market positions (though in small markets), strong profitability,
a proposed long-term capital structure that has no major debt
maturities over the next seven years, and our expectations for
adequate liquidity and continued positive FOCF generation," S&P
related.

"The stable outlook reflects our view that Coditel is likely to
post moderate revenues and EBITDA growth over the next 12 months
from increasing penetration of bundled products, which in turn
will likely result in sustained positive free operating cash flow
generation and adequate liquidity. The outlook also factors in our
view that the company will maintain adjusted leverage below
6.0x excluding shareholder loans, and below 9.0x including
shareholder loans," S&P said.

"We currently see limited potential for an upgrade. In our view,
in the medium term the company is unlikely to reduce its leverage
to a ratio of adjusted debt to EBITDA of 4.5x or below excluding
shareholder loans, or to 7.0x or below including shareholder
loans, levels that could be commensurate with a 'B+' rating for
Coditel. In addition, we would also expect to see a clear
increase in FOCF to consider any upgrade," S&P continued.

"Conversely, we would consider a negative rating action in the
coming quarters if we were to perceive a deterioration in
Coditel's EBITDA and free cash flow prospects, which could
possibly stem from increasing competitive pressures," S&P said.

"If this occurs, it could potentially result in adjusted leverage
excluding shareholder loans rising to above 6x and in a weakening
of Coditel's liquidity position to less than adequate, under our
criteria. If Coditel failed to issue the proposed bonds, we
believe that rating pressure could increase, as this would likely
question the company's ability to tap the capital markets and
result in undiversified and increasingly expensive funding
sources. In addition, we are mindful that any refinancing of
shareholder loans could also affect Coditel's financial profile,"
S&P related.


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


ING BANK: Challenges European Commission Restructuring Terms
------------------------------------------------------------
Gilbert Kreijger at Reuters reports that ING asked a European
court on Tuesday to revoke certain terms imposed as part of its
state rescue, a move which could postpone asset sales and cut the
cost of repayment.

According to Reuters, a ruling in ING's favor could give the
financial group more time to spin off its insurance operations in
two separate initial public offerings and to sell WestlandUtrecht,
a small local bank -- divestments which ING must carry out as a
condition of its rescue during the credit crisis.

To obtain European Commission approval for the aid, ING also
agreed to sell its online bank, ING Direct USA, and to refrain
from being a price leader in certain markets and from making any
acquisitions that would delay repayment to the state, Reuters
relates.

"We hope the court will be receptive and take a positive decision
that would imply that the Commission would have to reconsider the
decision and a new level of restructuring," Reuters quotes ING's
general counsel Jan-Willem Vink as saying.  "We will definitely
not reverse any transactions we have announced so far, regardless
of the decision.  We will also proceed with the two IPOs in
insurance."

Reuters notes that analysts said a favorable ruling could also
mean ING has to pay a smaller premium for the state aid received,
or it may give ING more time to sell its insurance operations.

A ruling in the ING case at the European's General Court is
expected in the next three to six months, and can be appealed at
the Court of Justice, Reuters states.

Headquartered in Amsterdam, the Netherlands, ING Groep N.V. --
http://www.ing.com/-- is a global financial institution offering
banking, investments, life insurance and retirement services.


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


EUROPEAN PROPERTY: Moody's Cuts Rating on Class C Notes to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the Class A, Class B and
Class C CMBS Notes issued by European Property Capital 3 plc
(amount reflects initial outstandings):

   -- EUR311.5M Class A Notes, Downgraded to A2 (sf); previously
      on Mar 2, 2011 Aaa (sf) Placed Under Review for Possible
      Downgrade

   -- EUR31.8M Class B Notes, Downgraded to Ba1 (sf); previously
      on Feb 17, 2011 Downgraded to A1 (sf)

   -- EUR32.1M Class C Notes, Downgraded to Ba3 (sf); previously
      on Feb 17, 2011 Downgraded to Ba1 (sf)

Moody's does not rate the Class X Notes issued by European
Property Capital 3 plc.

The Class A Notes were previously placed on review for possible
downgrade due to Moody's initial assessment of the transaction
under Moody's methodology "Global Structured Finance Operational
Risk Guidelines: Moody's Approach to Analyzing Performance
Disruption Risk" published on March 2, 2011. Moody's operational
risk guidelines stipulate the highest achievable rating if certain
operational risk factors are present which could disrupt payments
to investors. In the case of EPC 3, the operational risk results
from having a servicer unrated by Moody's combined with
uncertainty about the cash manager's access to the liquidity
facility if the servicer defaults. The Class A Notes of EPC 3 are
no longer on review for downgrade due to operational risk since
the operational risk factors are now consistent with the new
rating level.

RATINGS RATIONALE

The rating action follows Moody's downgrade to Ba2 from Baa1 of
the Portuguese government debt rating on July 5, 2011.

The underlying loan pool consists of only two loans of which one,
the Algarve loan representing 33% of the pool, is secured by a
shopping centre in Portugal. As mentioned in Moody's previous
press release on European Property Capital 3 dated 17th February
2011, Moody's assessment of this transaction considers the
exposure to Portugal related risks. In particular, Moody's
examines the impact on the ratings of a severe macroeconomic event
occurring in Portugal. In such a scenario, the Algarve loan is
deemed to default and the underlying property may only be sold at
a severely distressed value.

In light of the recent downgrade of Portugal, the probability of
occurrence of this scenario has considerably increased compared to
Moody's previous review and results in today's downgrade of the
notes.

Moreover, since Moody's last review, the Randstad loan,
representing 67% of the pool, has remained in Special Servicing.
The borrower and special servicer have been in discussions in
order to implement an orderly sale of the assets. The special
servicer has granted several forbearance periods. The latest
forbearance period expired on 14 May 2011 but, according to the
special servicer, a further forbearance period could be granted.
Those further developments are in line with Moody's expectations
as per Moody's last review.

The Class D Notes are rated Caa3 lower than the rating of Portugal
and as a result are not impacted by the recent downgrade.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan re- prepayments or a decline in
subordination due to realized losses.

Primary sources of assumption uncertainty are the current stressed
macro-economic environment and continued weakness in the
occupational and lending markets. Moody's anticipates (i) delayed
recovery in the lending market persisting through 2012, while
remaining subject to strict underwriting criteria and heavily
dependent on the underlying property quality, (ii) values will
overall stabilize but with a strong differentiation between prime
and secondary properties, and (iii) occupational markets will
remain under pressure in the short term and will only slowly
recover in the medium term in line with the anticipated economic
recovery. Overall, Moody's central global scenario remains
'hooked-shaped' for 2011; Moody's expects sluggish recovery in
most of the world's largest economies, returning to trend growth
rate with elevated fiscal deficits and persistent unemployment
levels.

RATING METHODOLOGY

The principal methodology used in this rating was "Moody's
Approach to Real Estate Analysis for CMBS in EMEA: Portfolio
Analysis (MORE Portfolio)" published April 2006. Other methodology
and factors considered can be found in "Update on Moody's Real
Estate Analysis for CMBS Transactions in EMEA" published
June 2005.


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


AK TRANSNEFTEPRODUCT: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Russian refined oil product pipeline operator
OJSC AK Transnefteproduct to 'BBB-' from 'BB+'. The outlook is
stable. "At the same time, we raised the Russia national scale
rating to 'ruAAA' from 'ruAA+'," S&P said.

"At the same time, we affirmed the 'BBB' long-term rating on OAO
AK Transneft, Transnefteproduct's 100% parent. The outlook on
Transneft is also stable," S&P related.

Transnefteproduct is responsible for the transportation of about
17% of Russia's oil production to domestic and export
destinations.

"The upgrade reflects our understanding that Transnefteproduct is
now fully integrated into Transneft. Transnefteproduct's finances
are effectively managed by the parent. All of Transnefteproduct's
debt (RUB9.6 billion [US$340 million] as reported on Dec. 31,
2010) is owed to the parent only," S&P stated.

"We understand that Transnefteproduct's large 'North' pipeline
project has begun working, and the 'South' project has been
delayed, so that any significant capital expenditures for the
"South" project will not start before 2014. We therefore expect
Transnefteproduct's free operating cash flow to stay positive and
credit metrics to remain robust," S&P related.

"We also believe that Transneft's management does not plan to
raise any further debt at the level of Transnefteproduct, so that
any borrowing needs to finance the 'South' project will be met by
loans taken out by the parent. We view Transneft's capacity to
provide financing to Transnefteproduct as significant because of
Transneft's relatively robust rating and because
Transnefteproduct's debt and capital-expenditure needs are low
compared with Transneft's cash flow and cash reserves," S&P
continued.

"The long-term rating on Transnefteproduct is one notch below the
long-term rating on Transneft and in line with Transneft's stand-
alone credit profile (SACP), which we assess at 'bbb-'. The one-
notch difference between the long-term ratings on Transneft and
Transnefteproduct reflects Transnefteproduct's position as a
relatively small (relative to its parent) commercial operator
competing with other transportation providers, especially Russian
Railways (JSC) (BBB/Stable/--; Russia national scale 'ruAAA'),"
S&P stated.

"We view Transnefteproduct's importance for the government to be
considerably lower than Transneft's, and its links to the
government to be only indirect. Therefore timely and sufficient
extraordinary government support, which we think Transneft is
extremely likely to enjoy, may not fully filter through to
Transnefteproduct," S&P related.

"Our current assessment of Transnefteproduct's SACP is 'b+'. We
see the key risks to the SACP to be competition with alternative
transportation routes, high and growing maintenance capital
expenditures, and potential swings in capacity utilization. The
Russian tax regime currently creates an artificial tax incentive
to export refined products rather than crude oil, which benefits
Transnefteproduct's revenues. In the future, however, we
understand that this tax regime is set to change, which may result
in lower transportation volumes for Transnefteproduct. In
addition, if and when the large 'South' project starts, it will
pressure the company's FOCF because the project is very large
compared with Transnefteproduct's size," S&P noted.

"We see the supports for the SACP to be Transnefteproduct's
currently robust profitability and credit metrics, with the ratio
of adjusted debt to EBITDA of only 0.6x in 2010. The company is
set to generate positive FOCF before investments in the 'South'
project start," S&P said.

"The stable outlook on Transnefteproduct mirrors that on its 100%
owner Transneft. Given our top-down rating approach, the rating on
Transnefteproduct is likely to follow the rating on Transneft,"
S&P related.

The differential between the long-term ratings on
Transnefteproduct and its parent could increase if
Transnefteproduct relies only on external debt not guaranteed by
Transneft to finance investment projects -- although S&P currently
considers this scenario unlikely -- or if its SACP deteriorated
significantly.


RUSSIAN UNIVERSAL: Fitch Affirms Long-Term IDR at 'B'
-----------------------------------------------------
Fitch Ratings has affirmed Russian Universal Bank's Long-term
Issuer Default Ratings at 'B' with a Stable Outlook.

Rusinuversal's ratings reflect Fitch's concerns that about half of
the bank's balance sheet represents back-to-back operations with
several companies from the defense industry, which, in the
agency's view, may expose the bank to regulatory risks. However,
the fact that the bank has successfully passed several of Central
Bank of Russia's audits gives moderate comfort. There is also a
fair amount of what Fitch considers to be traditional market
business, which would remain even if the back-to-back operations
disappear. However, should this happen, in Fitch's view it would
be difficult to maintain profitability at its currently high
level.

The ratings are supported by low liquidity risk -- due to the
back-to-back nature of many exposures, the absence of
external/bank funding and liquid assets which cover most/all of
the bank's deposits -- and a significant capital buffer amounting
to 61% of end-May 2011 assets (114% of loans). Fitch notes that
most of the bank's equity is represented by retained earnings
derived from the back-to-back operations.

The upside for the ratings is limited. The bank's ratings may be
downgraded if it becomes subject to regulatory sanctions and/or if
the shareholders decide to withdraw a significant amount of
capital.

The rating actions are:

   -- Long-term foreign currency IDR: affirmed at 'B'

   -- Long-term local currency IDR: affirmed at 'B'

   -- Short-term IDR: affirmed at 'B'

   -- Individual Rating: affirmed at 'D/E'

   -- Support Rating: affirmed at '5'

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

   -- National Long-term rating: affirmed at 'BBB-(rus)'


SDM-BANK JSC: Fitch Affirms 'B' Long-Term Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed JSC SDM Bank's Long-term Issuer Default
Ratings at 'B' with a Stable Outlook.

JSC SDM-Bank's ratings reflect its narrow franchise by
international standards, excessive balance sheet concentrations,
including significant exposure to construction and property rental
business, material market risk, and only moderate capitalization.
On the positive side, the bank's ratings consider the bank's good
reported asset quality metrics, cheap and so far sticky funding
and significant liquidity buffer in the form of cash and liquid
securities.

SDM's profitability (2010 ROE of 18%) benefits from low impairment
charges and wide margins on commercial lending, although it is
somewhat constrained by significant and lower-yielding bond
exposure of good credit quality.

The reported loans overdue by 90 days (NPLs) were equal to a
moderate 2.2% of gross loans at end-2010 and rolled-over loans
amounted to a further 2.0%. The NPLs and rolled over loans are
comfortably covered by 115% of IFRS loan impairment reserves
(LIR).

However, Fitch is concerned over excessive borrower and industry
concentrations. Thus the exposure to real estate and property
rental business equaled 1x of end-2010 IFRS equity. According to
management, these loans are collateralized with already
operational properties with low LTVs. Some of these properties are
currently rented by the bank. Fitch also notes that many of these
loans were issued to business partners of the bank's majority
shareholder.

Additionally, the bank's top 20 borrowers amount to almost half of
the loan book. Should any of these exposures become impaired, this
may put pressure on bank's capitalization.

The capitalization of the bank, although supported by a RUB350
million injection from EBRD, which acquired a 15% stake in Q111,
is only moderate. The reported regulatory capital adequacy ratio
equaled 13.6% at June 1, 2011. Fitch estimates this could allow
the bank to increase its LIR by 7% of gross loans before the
regulatory capital reduces to 10%. The agency views this to be
modest considering loan concentrations.

The bank's liquidity position is comfortable, underpinned by a
significant cash cushion (20% of end-2010 assets), and a sizable
securities portfolio (42% end-2010 assets or 5x of end-2010
equity), comprising predominantly Russian sovereign or investment
grade rated quasi-sovereign exposure. However, as a result of the
latter, the bank is exposed to a material market risk.

SDM is a small Moscow-based bank, ranked 106th by assets at end-
Q111, focusing on corporate lending to medium-sized businesses.
The bank is majority owned and governed by its founding
shareholder, Anatoliy Landsman.

The rating actions are:

JSC SDM-Bank

   -- Long-term foreign currency IDR: affirmed at 'B', Outlook
      Stable

   -- Long-term local currency IDR: affirmed at 'B', Outlook
      Stable

   -- Short-term IDR: affirmed at 'B'

   -- Individual Rating: affirmed at 'D'

   -- Support Rating: affirmed at '5'

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

   -- National Long-term rating: affirmed at 'BBB(rus)', Outlook
      Stable


* LENINGRAD REGION: Fitch Affirms Currency Ratings at 'BB'
----------------------------------------------------------
Fitch Ratings has revised the Outlooks on Russian Federation's
Leningrad Region's Long-term ratings to Positive from Stable and
affirmed the Long-term foreign and local currency ratings at 'BB'.
The agency has also affirmed the region's National Long-term
rating at 'AA-(rus)' and Short-term foreign currency rating at
'B'.

The Positive Outlook reflects the rebound of the region's
operating performance after a temporary and moderate deterioration
in 2009, and Fitch's expectation of maintenance of a sound
operating performance and a gradual reduction of the region's risk
in 2011-2013. The ratings also take into account possible pressure
from growing social expenditure and contingent liabilities in the
form of guarantees issued. Fitch notes that positive rating action
is subject to sustained sound operating performance with the
operating balance in line with projections. Controlling operating
expenditure and contingent liabilities would be positive for the
region's rating.

Fitch expects the operating balance to remain sound in 2011-2013,
averaging 18% of operating revenue (2010: 19.3%). Operating
revenue continues to increase driven by industrial production
growth. Operating expenditure will be under pressure in 2011 and
2012 due to the forthcoming national parliament election in late
2011 and presidential election in spring 2012. However, the agency
believes the region's administration will maintain its prudent
financial approach and avoid significant deterioration of its
operating performance.

Fitch expects that balance before debt variation will be close to
zero or slightly positive in 2011-2012. This outcome would lead to
a gradual decline in direct risk. Fitch expects the region's
direct risk will remain low at about RUB2.7 billion or 5% of
current revenue by end-2011. The refinancing risk is low due to
the absence of short-term bank loans in the debt structure and the
region's debt will have fully matured by end-2015. The debt
coverage (risk/current balance) ratio is not expected to exceed
one year in 2011-2013. However, the region has RUB2.6 billion
outstanding guarantees issued, which add contingent risk.

The region possesses a well-diversified economy based on
processing industries and oil and gas transportation. Although the
regional economy deteriorated in 2009 -- its GRP fell by 0.4% yoy
-- due to its broad diversification, it was less than the national
decline of 7.6%. In 2010, the region's economy recovered with 5.2%
growth yoy, which was again better than the national GRP growth of
4%. The administration expects stagnation of GRP in 2011-2012,
with a growth rate close to zero.

Leningrad Region is located in the north-west of the Russian
Federation. It accounted for 1.3% of the country's GRP in 2009 and
1.1% of its population. The region's revenue is driven by taxes
(84.6% of operating revenue in 2010).


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


AYT UNICAJA: Fitch Upgrades Rating on Class D Notes to 'BBsf'
-------------------------------------------------------------
Fitch Ratings has upgraded three classes of AyT Sa Unicaja
Financiacion I, FTA:

   -- EUR201.8m class A notes affirmed at 'AAAsf', Outlook Stable,
      Loss Severity Rating 'LS-1'

   -- EUR11.9m class B notes upgraded to 'AAsf' from 'Asf',
      Outlook Stable, Loss Severity Rating 'LS-3'

   -- EUR7.21m class C notes upgraded to 'BBBsf' from 'BBB-sf',
      Outlook Stable, Loss Severity Rating 'LS-3'

   -- EUR5.0m class D notes upgraded to 'BBsf' from 'BB-sf',
      Outlook revised to Stable from Negative, Loss Severity
      Rating 'LS-3'

The rating actions follow a review of the transaction's
performance. The upgrades were driven by the transaction's solid
performance, which shows low levels of delinquencies and defaults
and increased levels of credit enhancement.

The transaction is a securitization of a static pool of consumer
and auto loans originated by Monte de Piedad y Caja de Ahorros de
Ronda, Cadiz, Almeria, Malaga, Antequera y Jaen (Unicaja;
'A'/Stable/'F1') to residents in Spain. The transaction has been
amortizing since closing and has amortized 64% of its original
note principal balance. Due to the notes' sequential amortization,
credit enhancement for the class A, B, C and D notes has increased
to 53.8%, 35.0%, 22.9% and 17.0% from 18.7%, 11.7%, 7.21% and
5.0%, respectively. Fitch's Cumulative Default Ratio , considering
defaults divided by the original balance of the receivables, was
1.48% in April 2011 compared to the agencies' base case assumption
of 3.74% at the same point in seasoning. Fitch's Cumulative Loss
Ratio was 1.33% in April 2011, which indicates that the recoveries
have been at the lower end of the recovery spectrum in Spain,
approximately 10% of the defaulted balance.

The reserve account has remained at EUR45.5 million since closing,
which represents 5.0% of the notes' original principal balance. No
deferral trigger for the class B, C and D notes has occurred since
outset.

Overall, this transaction has performed better than Fitch's base
case expectation set at closing. All losses have been covered by
excess spread.


RACING SANTANDER: Files For Bankruptcy Protection
-------------------------------------------------
The Associated Press reports that Spanish football club Racing
Santander has filed for protection from creditors under Spanish
bankruptcy law.

The AP relates that team president Francisco Pernia said on Friday
that the club owes more than EUR33 million (US$47 million).

"To avoid greater harm, like being relegated, we have filed for
bankruptcy protection," the AP quotes Mr. Pernia as saying.

Last season, the AP notes, Indian tycoon Ahsan Ali Syed purchased
the troubled club and met its immediate debt payments.  But his
support was not enough to keep the club from bankruptcy.

Mr. Pernia, as cited by the AP, said the team "cannot stop
searching for a large shareholder because, as we have said for
four years, Racing needs a solvent businessman behind it."

Santander is the seventh Spanish topflight team currently under
bankruptcy protection, the AP discloses.


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


ASSETCO PLC: Wins Two-Week Reprieve to Explore Takeover Offers
--------------------------------------------------------------
CityAM.com reports that AssetCo plc won a two-week reprieve from
its creditors to enable it to continue with potential offer talks.

CityAM.com relates that AssetCo told a court hearing Monday to
discuss a creditors petition brought by a number of its suppliers
that bid talks had progressed.  The court adjourned the hearing
until July 25.

According to CityAM.com, Bahraini bank Arcapita is in exclusive
talks for AssetCo after other bidders including US group Seacor
and Italian group InvestIndustrial pulled out.  But AssetCo said
despite the current discussions there was still no certainty that
an offer would be made, the report notes.

CityAM.com says Arcapita has made repeated attempts to buy AssetCo
over recent months but the offer value has fallen from 80 pence to
2 pence per share as AssetCo's debts have increased and it has
failed to refinance a long-term debt facility.

AssetCo's debts are now estimated at between GBP117 million and
GBP140 million and it is being pursued by creditors including
parts supplier Supply 999, Halifax Bank of Scotland, and the
Inland Revenue, CityAM.com adds.

Assetco PLC -- http://www.assetco.com/-- is a United Kingdom-
based holding company.  The Company is engaged in the provision of
management services to the emergency services market.  It is also
engaged in automotive engineering, the provision of asset
management services and the supply of specialist equipment to the
emergency services market.  The Company operates in one segment,
the Fire and Rescue Services.  The Fire and Rescue Services
segment provides management services to the fire and rescue
market.  Its subsidiaries include AssetCo Emergency Limited,
AssetCo Managed Services (ROI) Limited, AssetCo Bermuda Limited,
AssetCo Resource Limited, Simentra Limited, Supply 999 Limited,
AssetCo Municipal Limited and AssetCo Managed Services Limited.
In January 2010, the vehicle assembly business of UV Modular
Limited (UVM) was discontinued.  In September 2009, the Company
disposed its subsidiary, Auto Electrical Services (Manchester)
Limited.


LUMINAR GROUP: Issues Profit Warning; Debt Talks Ongoing
--------------------------------------------------------
According to The Financial Times' Anjli Raval, Luminar Group
issued a profit warning after it reported a further fall in sales
as it struggles to get young people through its doors.

The company announced a 12% fall in like-for-like sales for the 18
weeks to July 2, worse than expected, the FT relates.  For the
nine weeks to July 2, outlet sales fell by 9.7%, the FT discloses.

The company's core 18-24-year-old customer base has been badly hit
by the economic downturn and subsequent youth unemployment, the FT
says.  Luminar has issued a series of profits warnings over the
past two years, the FT notes.

The operator of the Oceana and Liquid clubs reported a pre-tax
loss in May of GBP1.1 million for the year to February 26,
compared with a profit of GBP5.5 million a year earlier, the FT
states.

Trading had also deteriorated sharply over the April bank holidays
this year, according to the FT.

In its trading update, Luminar, as cited by the FT, said it had
moved to cut costs.

The FT relates that Luminar said it was still in discussions with
lenders over their debt arrangements.  The company announced in
May that it had been granted a covenant waiver from its lenders,
shortly after agreeing new banking facilities in December, the FT
recounts.  Luminar, the FT says, has until the end of August to
put a recovery plan in place.

"With net debt of around GBP80 million and a tax liability of
about GBP43 million, there appears to be little equity value left
for shareholders," the FT quotes Lindsey Kerrigan at Panmure
Gordon as saying.

Based in Milton Keynes, United Kingdom, Luminar Group Holdings plc
-- http://www.luminar.co.uk/-- is engaged in the ownership,
development and operation of nightclubs and themed bars.  Its main
branded venues are Oceana, Liquid, and Lava & Ignite.  The
company's product brands include Big Night Out, Vibe, Red Carpet
Moments and UK Club Culture (UKCC).


NORTHERN PRECISION: Express Engineering Buys Firm, Saves 40 Jobs
----------------------------------------------------------------
Peter McCusker at The Journal reports that around 40 jobs have
been saved after Tyneside engineering company Express Engineering
bought Wallsend-based Northern Precision Engineering out of
administration.  Precision Engineering went into receivership last
week.

Express Engineeering said it had re-employed all 33 shopfloor
workers, including nine apprentices, together with seven of the 12
management and administrative staff at NPE, which is more than 30
years old, according to The Journal.

"It is always highly satisfying when a company which has entered a
formal insolvency process comes out without swingeing job losses.
With new owners now in place, the business will hopefully enjoy a
bright future," The Journal quoted Steven Ross, of RSM Tenon, as
saying.

The Journal relates that John Myhill, Northern Precision's
operations director at the time of the administration, said: "This
is the best thing that could have happened for us because the
business has been struggling for some time and people were
uncertain about their futures.  Not only does it save jobs but it
creates stability and opportunity."


PLYMOUTH ARGYLE: Snubbed Bidders Probe Into Administration Process
------------------------------------------------------------------
thisisplymouth.co.uk reports that a consortium who failed in their
bid to buy Plymouth Argyle Football Club earlier this year have
commissioned the probe.

The group, led by London-based businessman Paul Buttivant, said
they are waiting in the wings should the proposed takeover of the
club collapse, according to thisisplymouth.co.uk.  The report
relates that a deal was agreed last month with an offshore
property company led by Truro City Football Club owner Kevin
Heaney.

However, thisisplymouth.co.uk notes, they are yet to sign on the
dotted line -- and his backers, mystery Irish developers, will not
release the cash until he does.

Lead administrator Brendan Guilfoyle said he hoped to finally
confirm the sale and purchase agreement, after he and acting club
chairman Peter Ridsdale signed their parts of the contract last
night, thisisplymouth.co.uk notes.

The report notes that a bid from Mr. Buttivant's consortium was
snubbed in April when Mr. Guilfoyle said they had failed to prove
their funds.

"For reasons given to us as to why our offer was not accepted at
any stage, we have decided to engage the services on an
investigative organization to get to the bottom of it.  We cannot
justify why we were shut out so we have appointed a consultant to
investigate the administration process.  We are very disgruntled
with the whole process and the continued charade of 'will they or
won't they complete.  We remain interested and we are ready to do
our due diligence -- but time has passed and we now don't know
what sort of mess the club is in," the report quoted Mr. Buttivant
as saying.

thisisplymouth.co.uk relays that it is understood the
investigation will focus on the roles of Mr. Guilfoyle, acting
Argyle chairman Peter Ridsdale and property tycoon Mr. Heaney.

Mr. Ridsdale, who led takeover talks between last December and the
Greens' falling into administration in March, would acquire Argyle
for GBP1 under the current proposed takeover deal,
thisisplymouth.co.uk recalls.

Mr. Heaney would buy the club's stadium and land assets through
offshore joint venture firm Bishop International.

The report says that the Football League could yet block the deal
if it decides the Cornish Properties boss, as Argyle's landlord,
would have financial influence over the club.
thisisplymouth.co.uk discloses that this is because 'dual
interests' breach the governing body's regulations.

The sale and purchase agreement has been sent to Bishop
International's representatives in Gibraltar, the report adds.

                     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.


SOUTHERN CROSS: North East Care Homes Most at Risk of Closure
-------------------------------------------------------------
Graham Ruddick at The Daily Telegraph reports that Southern Cross
care homes in the North East of England are most at risk of
closure because of an "overcapacity" in the region.

Research by property agent Knight Frank shows 85% of Southern
Cross care homes are within five miles of another Southern Cross
home across the UK, The Daily Telegraph  discloses.  This includes
almost 200 homes in the North East, including Yorkshire, meaning
the largest concentration of Southern Cross homes is an area badly
affected by the recession and public spending cuts, The Daily
Telegraph notes.

The Daily Telegraph notes that more than 500 Southern Cross homes
need to find new operators after landlords decided to leave the
company, prompting a "orderly closure of the group's affairs".

This has sparked concerns some landlords may not be able to find
new operators and have to close homes, The Daily Telegraph states.

As reported by the Troubled Company Reporter-Europe on July 12,
2011, The Financial Times related that Southern Cross plans to
break itself up and close its operations with the total loss of
value to shareholders.  Shares in the stricken company were
suspended on Monday as the company finalized the details of its
restructuring, which will see the ownership of its 752 homes pass
to their landlords, the FT disclosed.

Southern Cross Healthcare provides residential and nursing care to
more than 31,000 residents cared for by 45,000 staff in 750
locations.  It also operates homes that specialize in treating
people with dementia, mental health problems and learning
disabilities.


VISION TWENTYONE: Goes Into Creditors' Liquidation
--------------------------------------------------
Research-Live.com reports that Vision Twentyone has gone into
voluntary creditors' liquidation with debts of GBP222,000.

According to the report, the business was wound up in early June,
costing the jobs of eight part-time and ten full-time employees.
Insolvency documents show the company has GBP32,000 in realizable
assets, leaving it GBP190,000 short on what it owes.

The company was registered as Urban Visions, but traded as Vision
Twentyone.  It carried out social research and citizens' juries
for a range of public sector clients.

Research-Live.com says Rochdale MP Simon Danczukk co-founded the
agency in 1999 with Ruth Turner, an aide to former Prime Minister
Tony Blair, and Anne McNamara.  Both McNamara and Turner had left
by 2005 after selling their stakes in the business.


* UK: Closures Could Lead to More Company Failures, Experts Say
---------------------------------------------------------------
Coventry Telegraph reports that Coventry-based insolvency firm
Poppleton & Appleby said fewer firms in the UK being placed in
liquidation could actually spell bad news for creditors.

Business leaders are warning that suppliers, landlords and other
credits could be left out of pocket by a worrying new trend,
Coventry Telegraph says.

According to the report, Poppleton & Appleby has analyzed recent
figures which show struggling small businesses are shutting up
shop rather than filing for bankruptcy or placing the company into
liquidation.  According to Poppleton & Appleby's team of experts,
companies are opting to close their doors rather than entering
insolvency proceedings to avoid the costs involved.

This can lead to suppliers being left without payment, causing
financial problems for other businesses, Coventry Telegraph notes.

Coventry Telegraph discloses that recent statistics show the
number of company failures this year has fallen by around 5% on
the numbers for the previous year.

"This would appear to be good news but the costs of insolvency is
deterring firms from seeking help or entering insolvency
proceedings," Coventry Telegraph quotes Andy Turpin, partner at
Poppleton & Appleby, as saying.

"Firms are instead simply ceasing to trade which can leave
suppliers and other creditors severely out of pocket -- often
with serious consequences for their own businesses."


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


* S&P Withdraws 'D' Ratings on 10 European Synthetic Tranches
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
44 European synthetic collateralized debt obligation tranches.

S&P has withdrawn its ratings on these tranches for different
reasons, including:

   * The issuer has fully repurchased the notes,

   * The principal amount of the notes has been reduced to zero,

   * The notes are subject to mandatory redemption, and

   * The notes have been redeemed.

"We provide the rating withdrawal reason for each individual
tranche in the separate ratings list," S&P related.

"Note that we have lowered to 'D (sf)' and subsequently withdrawn
our ratings on 10 tranches. The downgrades to 'D (sf)' follow
confirmation that losses from credit events in the underlying
portfolios exceeded the available credit enhancement levels. This
means that the noteholders did not receive full principal on the
early termination dates for these tranches," S&P continued.

"We subsequently withdrew the ratings assigned to these tranches,
having recently received confirmation that the transactions
redeemed early. The ratings will remain at 'D' for a period of 30
days before the withdrawals become effective," S&P added.


* EUROPE: EU Calls for Rating Action Ban on Bailed-Out States
-------------------------------------------------------------
RTE News reports that the European Union has called for a ban on
rating agency decisions on countries under internationally-
approved rescue packages.

RTE News relates that Internal Markets Commissioner Michel Barnier
said in Brussels that governments should be fully informed before
being downgraded by ratings agencies.

Rating agencies came under heavy EU fire last week after Moody's
downgraded Portugal's rating to 'junk' status, casting new doubts
on the markets over EU efforts to manage the euro zone debt
crisis, RTE News discloses.

Europeans were particularly angry over the timing of the ratings
cut, issued just as Portugal begins to implement tough austerity
measures in return for a EUR78 billion EU-IMF bail-out agreed in
April -- and as the euro zone struggles to craft a new rescue
package for Greece, RTE News recounts.

According to RTE News, European Commission president Jose Manuel
Barroso said that the downgrade signaled an anti-European bias and
suggested it was time for a European ratings agency to emerge as a
counterweight to the US-dominated groups.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                            *********

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 * * *