TCREUR_Public/120419.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, April 19, 2012, Vol. 13, No. 78



PAPETERIE DU DOUBS: Has Until May 15 to Find Buyer


CLEAN MOBILE: TQ-Systems Acquires Assets
HOLZWERKE GMACH: Files for Insolvency in Regensburg Court
KUKA AG: Moody's Affirms 'B2' CFR/PDR; Outlook Positive
PFLEIDERER AG: Dusseldorf Court Opens Insolvency Proceedings
PRAKTIKER AG: Postpones Annual Meeting Amid Restructuring Talks


FALLON & BYRNE: High Court Approves Examinership Scheme
QUINN GROUP: IBRC to Seek Speedy Hearing on Bank Loan Ruling


FONDIARIA SAI: Probe Into Ligresti Family May Hamper Rescue Plan


GATEWAY III: S&P Lowers Rating on Class E Notes to 'B+'


AGEASFINLUX SA: Fitch Affirms Hybrid Capital Instruments at 'BB'
OPERA FINANCE: Class A Noteholders Accept TPG-Patron Offer


SAINT-PETERSBURG: Fitch Assigns 'BB+' Long-Term Sr. Unsec. Rating
TRANSCAPITALBANK JSC: Moody's Issues Summary Credit Opinion
* RUSSIA: Moody's Sees Corp. Rouble Bond Market Growth Barriers

U N I T E D   K I N G D O M

AQUASCUTUM: Significant Losses Prompt Administration
BRITISH MIDLAND: Sale Price May Fall as IAG Takeover Nears
LOWELL GROUP: Moody's Assigns 'B1' CFR; Outlook Stable
MF GLOBAL: UK Unit Collects $500MM of Non-Segregated Assets
MJN COLSTON: Unsecured Creditors May Not Get Payment

RANGERS FOOTBALL: Administrators Seeks GBP25MM From Law Firm
RANGERS FOOTBALL: Administrator Holds Talks with Two Bidders
RANGERS FOOTBALL: Administrators Denies Holding Up Sale Process
STARLIGHT INVESTMENTS: UK Liquidators File Chapter 15 Petition
ULYSSES PLC: S&P Lowers Ratings on Two Note Classes to 'CCC-'

* UK: Moody's Says Increase in PPOs Credit Neg. for Motor Lines
* UK: Moody's Says Economic Downturn to Pressure Insurer Revenues


* Investors Seek Safer Assets on Europe Worries
* Upcoming Meetings, Conferences and Seminars



PAPETERIE DU DOUBS: Has Until May 15 to Find Buyer
EUWID reports that Papeterie du Doubs could soon be liquidated.
The commercial court of Besancon set a deadline for the sale of
the company, the report says.

According to EUWID, Papeterie du Doubs has been given one month
to save the company.  EUWID relates that the company's deputy
managing director reported that the paper producer had to find a
buyer until May 15, otherwise it would be liquidated.

Papeterie du Doubs has been in receivership since Jan. 30, 2012.
The commercial court of Besancon originally set a six months
observation period closing at the end of July, EUWID notes.

Papeterie du Doubs is a French manufacturer of packaging papers.
Papeterie du Doubs produces testliner and corrugating medium with
an annual capacity of around 80,000 tons.


CLEAN MOBILE: TQ-Systems Acquires Assets
Jo Beckendorff at Bike Europe reports that Bavarian electric
service provider TQ-Systems GmbH acquired the assets of Clean
Mobile AG.

Clean Mobile applied for insolvency on Feb. 2, 2012.  Insolvency
proceedings started April 1.  Receiver Dr. Christian Gerloff said
there have been several interested parties. He finally negotiated
with three of them, according to Bike Europe.

Bike Europe relates that the asset deal with TQ-Systems GmbH --
also known as TQ-Group -- led to a takeover of all financial
Clean Mobile assets as well as a majority its staff.  Terms of
the takeover were not disclosed.

Based in Munich, Clean Mobile AG is an electric drivetrain
supplier.  The company employed about 20 people.

HOLZWERKE GMACH: Files for Insolvency in Regensburg Court
EUWID reports that Holzwerke Gmach filed for insolvency
proceedings before Regensburg district court on April 5, 2012.
Dr. Harald Schwartz, specialised in insolvency law, has been
appointed provisional administrator, the report says.

EUWID relates that Mr. Schwartz attributes the financial
difficulties of the company partly to the persistently difficult
market environment and partly to the consequences of the fire
that had broken out on March 8, 2009.  Gmach had installed a new
planing system in board hall 2 to replace the two planning lines
destroyed by the fire, EUWID relates.

Germany-based Holzwerke Gmach specialised in the product sectors
of lumber, planed products, and gluelam board.

KUKA AG: Moody's Affirms 'B2' CFR/PDR; Outlook Positive
Moody's Investors Service has affirmed the credit ratings of KUKA
AG, including the corporate family and the probability of default
ratings at B2. Concurrently, the rating outlook was changed to
positive from stable. The rating on the company's senior secured
notes due 2017 was affirmed at B3.

Ratings affirmed (Loss Given Default assessment revised):

Corporate family rating at B2

Probability of default rating at B2

EUR202 million senior secured notes due 2017 at B3 (LGD-4, 67%
(from 60%))


The change in the rating outlook was prompted by a strong
recovery in KUKA's operating performance and credit metrics in
2011 due in part to positive industry dynamics in the company's
main end-markets, the automotive and general industry. This led
to profit margins and leverage beyond the expectation for the B2
rating category on a point-in-time basis, evidenced by EBITA
margin of 6.2%, debt/EBITDA of 3.4x and EBIT/interest expense of
2.0x, all of which being in line with Moody's upgrade triggers to
B1. However, the group remains challenged to generate positive
adjusted free cash flow (FCF) despite the need for investments in
working capital and capital expenditure to support revenue growth
which constitutes the major reason for us to affirm KUKA's B2
corporate family rating. FCF adjusted for the sale of receivables
under its ABS programs was EUR6 million negative in 2011 (EUR6
million positive on a reported basis).

The positive outlook anticipates that KUKA can sustain the recent
improvements in its profit margins and credit metrics and reverse
its historically negative FCF generation to positive in 2012. The
company's order backlog was at a historical high at year-end 2011
(EUR724 million) which provides a degree of visibility into
performance over the next six months. Prospects for light vehicle
demand in 2012, which is the major driver for KUKA's Systems and
Robotics division, remain solid in the BRIC countries and North
America despite certain weakness in Europe. A higher share of
sales of its new robots family QUANTEC should also support profit
margins in the Robotics division.

The key challenge to this scenario remains KUKA's vulnerability
to the inherent cyclicality in the automotive industry which can
cause volatile operating profits through the economic cycle. In
addition, the group will be challenged to maintain a tight grip
on cost efficiency and working capital at current high revenue
levels and in light of intense pricing pressure.

The affirmation of the corporate family rating at B2 considers
KUKA's leading competitive position within its niche, evidenced
by (i) a no. 1 position in Robotics for the automotive industry
worldwide and a no. 2 position in Systems (body-in-white) in
Europe and the US; (ii) a high level of innovativeness and
technology leadership; and (iii) its long-standing customer
relationships. In addition, the B2 rating is supported by the
company's good liquidity profile supported by a solid cash
position on balance sheet of EUR169 million and ample headroom
under financial covenants under its EUR200 million syndicated
facility agreement.

The rating is constrained by (i) KUKA's high level of customer
concentration, with limited diversification both in terms of
industry as well as geography, leaving the company heavily
reliant upon the automotive industry and (ii) a lack of scale in
a low-margin and highly cyclical business. In addition, the
rating remains constrained by the company's historical track
record of negative free cash flow generation.


The ratings could be upgraded if the company can sustain the
recent improvements in its operating performance and generate
modest positive free cash flow over the next 12 to 18 months.
This should be evidenced by EBITA margin sustainably above 5%;
interest coverage (EBIT/interest expenses) of around 2.0x and
debt/EBITDA of around 3.5x.

The ratings could be downgraded if the company's liquidity
profile weakens as a result of a continued cash burn; or if
business conditions deteriorated substantially resulting in
inability to maintain EBITA margin above 2.5%, interest coverage
(EBIT/interest expense) below 1.5x or an increase in debt/EBITDA
above 4.5x for a prolonged period of time.

The principal methodology used in rating KUKA AG was the Global
Heavy Manufacturing Rating Methodology published in November
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Augsburg, Germany, KUKA AG focuses on robot-
supported automation of manufacturing processes and is active in
the mechanical and plant engineering sector. The company operates
under two divisions: KUKA Robotics (approximately 42% of group
revenues) and KUKA Systems (approximately 58% of group revenues).
In 2011, KUKA generated revenues of EUR1.4 billion. KUKA benefits
from a degree of geographic diversification, although it remains
reliant upon Europe, which represented around 58% of sales in
2011. German-based Grenzebach Maschinenbau GmbH is KUKA's largest
shareholder with 24.4% of voting rights at year-end 2011.

PFLEIDERER AG: Dusseldorf Court Opens Insolvency Proceedings
The insolvency court in Dusseldorf on April 17 opened insolvency
proceedings for Pfleiderer AG (ISIN DE0006764749) and ordered
personal management or debtor in possession as expected.  A
respective request was filed by the Executive Board on March 28,
2012.  Lawyer Horst Piepenburg who acted as a preliminary
custodian until now was appointed as the custodian.

The opening marks an important milestone as it will allow to
restructure the Pfleiderer Group by way of an insolvency process.
The Executive Board will now consequently pursue the path and
develop an insolvency plan which will form the basis for a
reduction of debt and recapitalization of the company.

                        About Pfleiderer

The Pfleiderer AG -- is a producer
of engineered wood.  The company employs approximately 4,900
people and operates 16 locations in North America, Western and
Eastern Europe producing engineered wood, surface finished
products and laminate flooring.

PRAKTIKER AG: Postpones Annual Meeting Amid Restructuring Talks
Julie Cruz at Bloomberg News reports that Praktiker AG postponed
its annual meeting amid talks with "potential investors" on
financing a reorganization.

According to Bloomberg, Praktiker said on Wednesday in an e-
mailed statement that the company will put off the annual
shareholders meeting, originally scheduled for May 31, until an
unspecified date in the second half of June.

Praktiker, as cited by Bloomberg, said that the financing of the
company's restructuring program remains on the meeting's agenda.
It said that the management board and the supervisory board
jointly decided to delay the meeting as the talks with investors
still require further examination, Bloomberg notes.

The stock has fallen 81% in the last 12 months as the retailer
has cut earnings forecasts and asked bondholders to contribute to
its restructuring measures, Bloomberg discloses.

Chief Executive Officer Thomas Fox, who ran German department-
store operator Karstadt for two years after its insolvency, was
appointed to his current post in August with a mandate to stop
cash outflow and narrow losses, Bloomberg relates.  He announced
a EUR300 million (US$393 million) financing program in November
as part of a reorganization that includes eliminating
unprofitable outlets and cutting 1,400 jobs, Bloomberg recounts.

Praktiker AG is Germany's largest home-improvement retailer.  It
is based in Kirkel.


FALLON & BYRNE: High Court Approves Examinership Scheme
Irish Examiner reports that the High Court has approved an
examinership scheme to save Fallon and Byrne.

According to Irish Examiner, an examiner was appointed to the
insolvent gourmet store on Exchequer Street to sort out debts of
EUR1.4 million which arose from tax irregularities.

Mr. Justice Brian McGovern said he was satisfied the scheme,
which will see EUR1 million of investment, was supported by
almost everybody except an unsecured creditor, Irish Examiner
relates.  He said the company's insolvency was unconnected with
its trading history, Irish Examiner notes.

Fallon & Byrne is a Dublin-based food business.  It operates a
restaurant and gourmet food hall at Exchequer Street.

QUINN GROUP: IBRC to Seek Speedy Hearing on Bank Loan Ruling
Mary Carolan at The Irish Times reports that the former Anglo
Irish Bank may ask the Supreme Court later this week for a speedy
hearing of its proposed appeal against a significant ruling
permitting bankrupt businessman Sean Quinn's family to make
claims of illegal conduct by the bank in their action aimed at
avoiding liability for EUR2.34 billion loans to companies in the
Quinn Group.

The bank may also seek a stay on the family's proceedings pending
the outcome of any Supreme Court appeal, the Irish Times

According to the Irish Times, Mr. Justice Peter Kelly said on
Monday that any stay was a matter for the Supreme Court and he
intended to proceed in the interim with hearing various pretrial
matters, including the bank's application for the family to
provide security for the estimated EUR1 million costs of
discovery of bank documents for the case.  The judge fixed the
security for costs and various discovery matters for hearing from
April 25 next, the Irish Times discloses.

The bank's separate application for attachment and committal
orders against Mr. Quinn, his son Sean jnr and his nephew Peter
Darragh Quinn over alleged contempt of court orders not to
dissipate assets within the family's international property group
will resume before Ms. Justice Elizabeth Dunne on May 1, the
Irish Times says.

The contempt proceedings opened in March and ran for eight days
before being adjourned, according to the Irish Times.  They are
expected to run for another 12 days from May 1, the Irish Times

In the family's proceedings against the bank, Anglo -- now Irish
Bank Resolution Corporation -- is seeking to have Patricia Quinn
and her five children provide security for the bank's costs,
estimated at more than EUR1 million, of making "massive"
discovery of documents, the Irish Times discloses.

In their action, the family say they are entitled to avoid
liability for loans of up to EUR2.34 billion made by Anglo to
various Quinn companies on grounds the loans were made for the
unlawful purpose of supporting the bank's share price, the Irish
Times says.

Anglo had asked the Commercial Court to rule, as a preliminary
issue, that the family could not advance their claims the loans
were unenforceable due to alleged illegality, the Irish Times

The Quinn Group -- is a business
group headquartered in Derrylin, County Fermanagh, Northern
Ireland.  The privately owned group has ventured into cement and
concrete products, container glass, general insurance, radiators,
plastics, hotels and real estate.


FONDIARIA SAI: Probe Into Ligresti Family May Hamper Rescue Plan
Manuela D'Alessandro at Reuters reports that Italian prosecutors
have widened a probe into the family group that controls troubled
insurer Fondiaria-SAI, sources said on Tuesday, in a move that
could complicate plans to rescue Fondiaria through a merger with
peer Unipol.

Milan prosecutor Luigi Orsi launched a probe last year into
alleged market irregularities carried out by Salvatore Ligresti,
the patriarch of the family controlling Fondiaria, Reuters

According to Reuters, judicial sources said on Tuesday the
prosecutors had now asked for bankruptcy proceedings to be opened
against two holding companies of the Ligresti family, alleging
possible charges of fraudulent bankruptcy.

Reuters relates that the sources said the prosecutors were
investigating a hole of around EUR100 million (US$130.62 million)
in the accounts of holdings Sinergia and Imco, which together own
around 20% of Fondiaria parent Premafin.

The escalating probe could cast a shadow over a complex deal
brokered by Fondiaria's creditor banks Mediobanca and UniCredit
to have Unipol save the debt-laden group through a four-way
merger involving three capital hikes, Reuters notes.

On Monday, Bologna-based Unipol laid down its conditions for
pressing ahead with the rescue plan, saying it wanted to own
66.7% of the new merged group that would become Italy's No. 2
insurer, Reuters discloses.

Unipol, Reuters says, also set a maximum price of EUR0.195 per
share for Premafin's capital increase but the two sides have yet
to agree share swap ratios for the overall deal.

Fondiaria SAI SpA is an Italian insurer.


GATEWAY III: S&P Lowers Rating on Class E Notes to 'B+'
Standard & Poor's Ratings Services raised all of its credit
ratings on the notes issued by Gateway III - Euro CLO S.A.

Gateway III is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms. The transaction closed in May 2006 and its
reinvestment period ends in May 2012. The transaction is managed
by Pramerica Investment Management Ltd.

"The rating actions follow our assessment of the transaction's
performance using data from the latest available trustee report
(dated February 2012), in addition to our cash flow analysis. We
have taken into account recent developments in the transaction
and reviewed it under our counterparty criteria," S&P said.

"From our analysis, we have observed an increase in credit
enhancement available for all classes of notes. In our opinion,
this has predominantly been driven by the repayment of the class
A notes and, at the same time, the repayment of deferred
principal amounts on junior tranches," S&P said.

"We note from the trustee report that the overcollateralization
test results for all classes of notes have improved significantly
since our last review in August 2010. At the same time, the
weighted-average spread earned on the collateral pool has also
increased," S&P said.

"In addition, our analysis indicates a general improvement in the
credit quality of the underlying portfolio since our August 2010
review, which has led to a reduction in our scenario default
rates (SDRs) for all rating categories. For example, from our
analysis, 'CCC' rated assets currently account for 6.46% of the
portfolio's performing asset balance, compared with 20.39% at our
previous review," S&P said.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class, which
we then compared against its respective SDR to determine the
rating level for each class of notes. In our analysis, we used
the reported portfolio balance that we consider to be performing,
the weighted-average spread, and the weighted-average recovery
rates that we considered appropriate. We incorporated various
cash flow stress scenarios using our standard default patterns,
levels, and timings for each rating category assumed for all
classes of notes, in conjunction with different interest rate
stress scenarios," S&P said.

"In our view, the reduction in SDRs, together with our cash flow
analysis, indicates that the credit enhancement available to all
classes of notes is commensurate with higher rating levels than
previously assigned. The higher rating levels on the class A
notes are also consistent with the application of our
counterparty criteria, S&P said.

"None of these classes of notes were constrained by the
application of the largest obligor default test, a supplemental
stress test we introduced in our 2009 criteria update for
corporate collateralized debt obligations (CDOs). In our previous
analysis, however, the class D notes were constrained at the
'CCC-' rating level by our largest obligor default test," S&P


SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:


Class                    Rating
                  To               From

Gateway III - Euro CLO S.A.
EUR486 Million Secured Floating-Rate and Subordinated Notes

Ratings Raised

A1                AA (sf)          A+ (sf)
A1-D              AA (sf)          A+ (sf)
A2                AA (sf)          A+ (sf)
A3                AA (sf)          A+ (sf)
B                 A+ (sf)          BBB+ (sf)
C                 BBB- (sf)        BB+ (sf)
D1                BB- (sf)         CCC- (sf)
D1                BB- (sf)         CCC- (sf)
E                 B+ (sf)          CCC- (sf)

Moody's Investors Service has confirmed the Ba2 ratings on the
debt facilities raised by Ostregion Investmentgesellschaft Nr. 1
S.A. The rating action concludes the review process initiated on
August 17, 2011.

- EUR425 million floating-rate guaranteed senior secured bonds
   (the "Bonds"); and

- EUR350 million floating-rate guaranteed senior secured bank
   loan provided by the European Investment Bank (the "EIB

Ratings Rationale

"The rating action reflects Moody's expectation that the Issuer's
debt service coverage ratios will remain slightly above 1.05x for
the foreseeable future, even though some material uncertainties
remain with respect to outturn costs, service performance
deductions and ongoing negotiations with different project
parties," explains Johan Verhaeghe, a Moody's Vice President --
Senior Credit Officer in Moody's Infrastructure Finance Group.

The Issuer recently made available to Moody's an updated
financial model, which includes new traffic projections prepared
by an independent traffic consultant. The traffic consultant
forecasts traffic volumes that are 20% lower than initial
expectations. Although future debt service coverage ratios are
projected to be materially lower than the original projections as
at financial close, these ratios are expected to remain above
1.05x for the foreseeable future. As a consequence, the Issuer
expects to meet its senior debt service obligations without
having to tap its liquidity reserve.

The Issuer is a financing conduit that issued the Bonds and
entered into the EIB Loan, and on-lent the proceeds to
Bonaventura Strassenerrichtungs-GmbH ("ProjectCo"). ProjectCo has
entered into a Concession Agreement of 32 years and eight months
with the Autobahnen-Und SchnellstraŠen-Finanzierungs AG
("Asfinag") to plan, develop, construct and operate a concession
route comprising four motorway sections with a total length of
51.5 km in the North of Vienna, Austria (the "Project").
Construction was completed in January 2010.

The Bonds and the EIB Loan benefit from financial guarantees of
scheduled principal and interest under insurance policies issued
by Ambac Assurance UK Ltd ("Ambac UK"). However, as Ambac UK is
no longer rated by Moody's, the rating agency's ratings do not
factor in the benefit of these financial guarantees.

The Ba2 ratings on the Bonds and the EIB Loan reflect (i) the
strong credit rating of Asfinag (Aaa, negative outlook), which
undertakes to compensate ProjectCo for a shortfall in traffic
volume of either light vehicles or heavy goods vehicles below the
Asfinag Worst Case II assumptions, and if the annual debt service
coverage ratio ("ADSCR") as defined in the Concession Agreement
falls below a minimum level of 1.05x, by an amount that should
enable ProjectCo to maintain this minimum ADSCR level; (ii) the
straightforward nature of the Project's operation and maintenance
and its low lifecycle requirements; (iii) the significant
protection afforded to senior creditors by the terms and
conditions within the Concession Agreement; (iv) significant
leverage, with low ADSCRs, although these ratios are expected to
remain above 1.05x; (v) a relatively high expected recovery
assumption following early termination of the Concession
Agreement; (vi) the Project's exposure to traffic risk, which is
partially mitigated by Asfinag's minimum traffic guarantee; and
(vii) uncertainty with respect to outturn costs and performance-
related payment deductions, which could potentially result in the
Issuer's debt service coverage ratios falling below 1.05x.

The calculation of the ADSCR under the Concession Agreement
differs from the calculation of the ADSCR under the financial
documentation and therefore the ADSCR, as calculated under the
Concession Agreement, may be less than the ADSCR as reflected in
the financial model. Moody's understands that Asfinag's minimum
traffic guarantee will likely be triggered in 2012, although the
amount of Asfinag's payment under this guarantee is still to be
agreed. Moody's further notes that a debt service coverage ratio
of 1.05x is very weak and if ProjectCo's costs are higher than
expected, this may result in even lower coverage ratios.

The negative outlook on the ratings reflects the uncertainty
caused by outturn costs, ongoing negotiations between the main
project parties and the Issuer's weak coverage ratios.

What Could Change the Rating Up/Down

Moody's may consider upgrading the ratings if (i) the Issuer's
debt service coverage ratios rise comfortably above 1.05x; (ii)
penalty deductions are at an acceptable level and well below
termination or lock-up thresholds; and (iii) ProjectCo
establishes a longer track record of stable performance.

Conversely, Moody's may consider downgrading the ratings if (i)
debt service coverage ratios fall below 1.05x; or (ii) there is
no near-term resolution with respect to ongoing negotiations
including regarding (a) outstanding payments to the construction
contractor, and (b) payments due under the minimum traffic

Principal Methodology

The principal methodology used in this rating was Operating Risk
in Privately-Financed Public Infrastructure (PFI/PPP/P3)
Projects, published in December 2007.

ProjectCo is owned Alpine Mayreder Bau GmbH (44.4%), Hochtief PPP
Solutions GmbH (44.4%) and Egis Projects S.A. (11.2%). The Issuer
is an orphan company, whose shares are owned by a Dutch
charitable trust (Stichting).


AGEASFINLUX SA: Fitch Affirms Hybrid Capital Instruments at 'BB'
Fitch Ratings has affirmed AG Insurance's Insurer Financial
Strength (IFS) rating at 'A+' and Long-term Issuer Default Rating
(IDR) at 'A'.  Fitch has also affirmed the 'BBB+' Long- and 'F2'
Short-term IDRs of the Ageas holding companies: ageas SA/NV,
ageas N.V. and Ageas Insurance International N.V.  The Outlooks
on the IFS rating and the Long-term IDRs have been revised to
Negative from Stable.

Fitch has also affirmed Ageas Insurance Company (Asia) Ltd's
(AICA) 'A-' IFS rating and 'BBB+' Long-term IDRs, both with
Stable Outlooks.  Milleniumbcp-Ageas operating entities' (MBCPA)
IFS ratings have been affirmed at 'BBB-' with Negative Outlook.

AG Insurance's ratings continue to be supported by its strong
capital adequacy, moderate debt leverage and leading business
position in Belgium.  These strengths are offset by the company's
lack of geographic diversification and sharp deterioration of
profitability in 2011.  AG Insurance reported a net loss of
EUR436 million in 2011 compared with a profit of EUR351 million
in 2010, mainly due to a one-off EUR1.2 billion gross impairment
on Greek government bonds and to a lesser extent on equity
investments.  Fitch expects AG Insurance's solvency to remain
solid and that no exceptional dividend will be paid to the
holding companies in the foreseeable future.  The Outlook
revision to Negative indicates that AG Insurance's IFS rating is
low in the range and could be downgraded in the coming 12 months.
Key rating triggers that could lead to a downgrade of AG
Insurance include unchanged poor profitability or the inability
to restore solvency to the historical level, around 200% of the
regulatory minimum, from 174% posted at year-end 2011.

AICA's ratings reflect further strengthening of the company's
capitalization and satisfactory operating performance.  Capital
contributions of US$130 million by its parent in H211 mitigated
the solvency pressure which has been negatively impacted by lower
long-term interest rates. Fitch considers AICA's risk adjusted
capitalization to be consistent with its current ratings, while
its regulatory capital position is sensitive to potential
interest rate volatility due to its asset and liability mismatch.
Key rating triggers that could lead to an upgrade for AICA
include enhancement of its distribution capability.
Additionally, in view of the growing importance of AICA to the
group in Asia, its ratings may benefit if, in Fitch's view, its
strategic status and position within the Ageas Group improves.
Conversely, deterioration in the local solvency margin to a level
below 220% could lead to a downgrade.

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

The ratings actions are as follows:

AG Insurance

  -- IFS rating affirmed at 'A+'; Outlook revised to Negative
     from Stable

  -- Long-term IDR affirmed at 'A'; Outlook revised to Negative
     from Stable

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

  -- IFS rating affirmed at 'BBB-'; Outlook Negative

Ocidental-Companhia Portuguesa de Seguros S.A.

  -- IFS rating affirmed at 'BBB-'; Outlook Negative

Companhia Portuguesa de Seguros de Saude S.A.

  -- IFS rating affirmed at 'BBB-'; Outlook Negative

Ageas Insurance Company (Asia) Ltd

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

Ageas Capital (Asia) Ltd

  -- senior unsecured rating affirmed at 'BBB+'

ageas SA/NV

  -- Long-term IDR affirmed at 'BBB+'; Outlook revised to
     from Stable
  -- Short-term IDR affirmed at 'F2'

ageas N.V.

  -- Long-term IDR affirmed at 'BBB+'; Outlook revised to
     from Stable
  -- Short-term IDR affirmed at 'F2'

Ageas Insurance International

  -- Long-term IDR affirmed at 'BBB+'; Outlook revised to
     from Stable
  -- Short-term IDR affirmed at 'F2'

ageas Finance N.V.

  -- Senior unsecured affirmed at 'BBB'

Ageas Hybrid Financing

  -- Hybrid capital instruments affirmed at 'BB+'

Ageasfinlux SA

  -- Hybrid capital instruments affirmed at 'BB'

OPERA FINANCE: Class A Noteholders Accept TPG-Patron Offer
Simon Packard at Bloomberg News reports that senior noteholders
in Europe's first commercial mortgage-backed securities to
default on maturity accepted an offer from TPG Capital and Patron
Capital Partners to recover EUR358.8 million (US$472 million)
that they're owed.

Opera Finance (Uni-Invest) BV's Class A noteholders accepted the
offer at a meeting in Amsterdam on Tuesday, Bloomberg says,
citing a notice sent Eurohypo AG, the special servicer.

They will receive an initial payment of 40%, about EUR144
million, plus interest and some expenses, Bloomberg discloses.
The balance will be in the form of new four-year notes to be
repaid with asset-sale proceeds, Bloomberg notes.  Under the
buyout firms' offer, the three junior CMBS tranches won't receive
the EUR242.9 million that they're owed, Bloomberg states.

The senior creditors accepted the TPG-Patron offer after
rejecting an alternative "consensual restructuring" proposal at a
separate meeting, Bloomberg relates.  Under that proposal, the
bonds would have been extended to 2016 and Valad Europe would
have been hired to sell the real estate backing the CMBS,
Bloomberg notes.


SAINT-PETERSBURG: Fitch Assigns 'BB+' Long-Term Sr. Unsec. Rating
Fitch Ratings has assigned OJSC Saint-Petersburg Telecom's, a
subsidiary of Tele2 Russia Holding AB, domestic bonds Series-07,
which will be issued on April 17, 2012, a final 'BB+' Long-term
senior unsecured rating and 'AA(rus)' National Long-term rating.

The final ratings reflect final documentation conforming to draft
information already received by Fitch.

The Series-07 RUB6 billion bonds will have a stated maturity of
ten years and an attached investors' put option in year three.

Bondholders will benefit from an irrevocable undertaking by
Tele2R and Tele2 Financial Services AB, a treasury company for
Tele2R, which makes this instrument effectively recourse to the
Tele2R group.  The mechanism of irrevocable undertakings
(essentially an offer to purchase bonds if the issuer is in
default) exposes bondholders to the same probability of default
and expected recoveries as senior unsecured creditors to Tele2R.

Tele2R is the fourth-largest Russian mobile company by subscriber
base with a total customer base of 20.6 million by end-2011 and
2G licenses in 43 Russian regions.  It is a successful niche
mobile player with a strong financial profile.  However, it does
not have 3G licenses and is disadvantaged compared with its peers
in terms of 4G/LTE options.  In Fitch's view, this deficiency
makes it less strategically important for the Tele2 group.
Tele2R's ratings do not reflect any notching up for parental

TRANSCAPITALBANK JSC: Moody's Issues Summary Credit Opinion
Moody's Investors Service issued a summary credit opinion on
TranscapitalBank JSC Bank and includes certain regulatory
disclosures regarding its ratings. The release does not
constitute any change in Moody's ratings or rating rationale for
TranscapitalBank JSC Bank.

Moody's current ratings on TranscapitalBank JSC Bank are :

Long Term Bank Deposits (foreign currency) ratings of B1

Bank Financial Strength ratings of E+

Subordinate (foreign currency) ratings of B2

Short Term Bank Deposits (foreign currency) ratings of NP

Rating Rationale

Moody's assigns a standalone bank financial strength rating
(BFSR) of E+ to Transcapitalbank (TCB), which maps to b1 in terms
of standalone credit strength. The rating is primarily
constrained by the bank's high single-name credit risk
concentration, high appetite for credit risk on a global basis
(albeit reasonable for Russia) and the rapid growth of the loan
book amid the challenging operating environment. The standalone
BFSR also incorporates the risks associated with the volatile
operating and regulatory environment in Russia, and narrowing net
interest margin in the mid-sized corporate segment -- the bank's
key target segment. However, the rating is underpinned by TCB's
established business franchise in its key business segment with a
diversified client base, healthy pre-provision income due to the
still sound net interest margin and good efficiency metrics,
limited reliance on wholesale sources for funding and the
presence of financially strong institutional shareholders which
positively affects TCB's risk-positioning profile compared to the
majority of its Russian peers.

TCB's B1 long-term and Not Prime short-term global foreign
currency deposit ratings do not factor in shareholder or systemic
support. The bank's deposit and debt ratings are solely based on
the bank's standalone credit assessment of b1.

Rating Outlook

TCB's E+ standalone BFSR and B1 long-term ratings carry a stable

What Could Change the Rating - Up

TCB's ratings could be upgraded if the bank reduces its credit
risk appetite by decreasing single-name concentrations and
reducing the pace of loan book growth, while at the same time
maintaining sound levels of profitability and capital adequacy.

What Could Change the Rating - Down

A downgrade of the bank's B1 long-term ratings is not anticipated
in the medium term. However, any mismanagement of the current
aggressive growth strategy, resulting in deterioration of the
bank's financial fundamentals, could warrant a rating downgrade.

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: Global Methodology published in March 2012.

* RUSSIA: Moody's Sees Corp. Rouble Bond Market Growth Barriers
Global economic uncertainty, the ongoing sovereign debt crisis in
EU and liquidity pressure in the domestic banking system are
likely to constrain the growth of the corporate rouble bond
market in Russia in 2012, says Moody's Investors Service in a
Special Comment published on April 17.

Moody's conservatively estimates that the volume of new issuances
in the corporate sector (excluding financial institutions) in
2012 will be between RUB500-600 billion (US$16-20 billion).

"Issuers' credit quality, whether the bonds satisfy the
requirements of the Central Bank of Russia's Lombard List and
bonds' liquidity in the secondary market are likely to remain key
drivers of investors' decisions to buy the bonds," says Sergei
Grishunin, an Assistant Vice President -- Analyst in Moody's
Corporate Finance Group and author of the report. "Issuers owned
by the Russian state, operating in export-oriented industries,
such as oil and gas and metals and mining, or stable industries,
such as telecoms and utilities, will be at an advantage as their
credit quality will remain acceptable for investors."

In the second half of 2011, activity in the Russian corporate
rouble bond market diminished, as the liquidity in the domestic
banking system deteriorated and risk-averse sentiment increased
amidst global economic uncertainty. In Moody's view, this decline
illustrates that the market remains vulnerable to external
threats and fears.

Moody's expects that the average maturity of rouble-denominated
bonds, which was around 3.4 years at the beginning of April 2012,
will remain at this level in 2012. The bonds' structures will
continue to include put and call options, allowing investors and
issuers to claim repayments earlier than final maturities.
Moody's estimates that this will result in an effective average
maturity of between one-and-a-half and two years.

Moody's expects that yields, which have risen to around 8.5% as
of the beginning of April 2012, will remain at this level in 2012
and that investor appetite for risk will remain low. Yields will
negatively correlate with issuers credit quality (and credit
ratings) and the universe of bonds without a rating will continue
demanding the highest yields. In the longer term, yields may be
positively affected by increased risk appetite among investors
and the ongoing liberalization of the domestic Treasury debt

U N I T E D   K I N G D O M

AQUASCUTUM: Significant Losses Prompt Administration
Sarah Shannon at Bloomberg News reports that Aquascutum was
placed into administration by owner Harold Tillman a day after he
sold fashion chain Jaeger Group Ltd.

According to Bloomberg, an e-mailed statement by administrators
FRP Advisory LLP said that Aquascutum was making "significant

The "challenging conditions in the U.K." meant the owners were
unable to turn Aquascutum around, Bloomberg says, citing a
separate statement by the board on Tuesday.

Aquascutum's board nor its advisers revealed the details of the
label's losses, Bloomberg notes.

"We are conscious of the value of the Aquascutum brand and its
long-standing heritage and are keen to enter in to early
discussions with interested parties as soon as possible,"
Bloomberg quotes joint administrator Geoff Rowley as saying.  "We
will of course be conducting an urgent assessment of all stores
and concessions and look to communicate to staff and suppliers at
the very earliest opportunity."

Tillman and former Debenhams Plc Chief Executive Officer Belinda
Earl invested about GBP30 million (US$48 million) after buying
Aquascutum from Japan's Renown Inc. in 2009, Bloomberg recounts.
It employs a total of 250, including at a factory in
Northamptonshire, central England, three stores and 16
concessions such as Selfridges and Harrods Ltd., Bloomberg

Aquascutum is a British clothing label known for its trench

BRITISH MIDLAND: Sale Price May Fall as IAG Takeover Nears
Rose Jacobs at The Financial Times reports that BMI's sale price
looks increasingly likely to be reduced by tens of millions of
pounds when International Airlines Group completes its deal to
buy the lossmaking carrier from Lufthansa this Friday.

According to the FT, the agreed price of GBP172.5 million was
subject to BMI's German parent first selling off the troubled
low-cost carrier BMI baby and BMI's regional airline.  But that
prospect looks increasingly unlikely as the completion date
approaches for the deal with IAG, owner of British Airways and
Iberia, the FT notes.

The FT relates that BMI said discussions with potential buyers
were continuing, with two groups understood to be in non-binding
talks over BMIbaby and one Scotland-based consortium looking at
the regional operations.

Both IAG and Lufthansa declined to say the extent to which BMI's
price would fall if the divisions were not sold this week, the FT

IAG, as cited by the FT, said on Tuesday that it would not
speculate on whether it would shut down the airlines or continue
seeking buyers.

As reported by the Troubled Company Reporter-Europe on April 17,
2012, Agence France-Presse related that Virgin Atlantic said it
planned to appeal an EU decision to approve the takeover of
airline bmi by IAG, claiming that the deal harms competition.

As reported by the Troubled Company Reporter-Europe on Jan. 12,
2012, the Financial Times related that auditors to BMI raised
doubts about its ability to continue as a going concern.
PricewaterhouseCoopers, as cited by the FT, said several
uncertainties surrounding BMI, including plans to sell the
airline to IAG, "may cast significant doubt over the ability of
the company to continue as a going concern".

British Midland Airways, which does business as bmi, -- carries passengers to some
30 countries, mainly in the UK but also in continental Europe,
the Middle East, Asia, and Africa.  It operates a fleet of about
50 jets, including Airbus and Embraer models.  Low-fare
subsidiary bmi baby serves about 30 destinations in Europe with a
fleet of about 20 Boeing 737s.  bmi is a member of the Star
Alliance global marketing group, which includes UAL's United
Airlines, Air Canada, and Singapore Airlines.  In mid-2009,
fellow Star Alliance member and global airline giant Lufthansa
acquired majority ownership of bmi.

LOWELL GROUP: Moody's Assigns 'B1' CFR; Outlook Stable
Moody's Investors Service has assigned a definitive B1 Corporate
Family rating to Lowell Group Limited. Moody's has also assigned
a definitive B1 rating to the GBP200 million long term, senior
secured bond, issued by Lowell Group Financing plc. The outlook
is stable.

Moody's definitive ratings on Lowell confirm the provisional
ratings assigned on March 20, 2012. The final terms and
conditions of the senior secured bond issuance, which was fully
placed as at March 30, 2012, are in line with the draft
documentation reviewed for the provisional (P)B1 rating assigned
on March 20, 2012. Furthermore, as at March 30, 2012, the
outstanding preference shares of Lowell were re-designated as
ordinary shares, following the written resolution of the
company's existing shareholders.

Ratings Rationale

Lowell operates in the UK consumer debt market as a purchaser of
consumer debt, specializing in three segments of the industry --
financial services, communications and home shopping. The company
acquires aged debt at a deep discount to the total outstanding
balance and uses a proprietary, automated tracking process to
contact the debtors and start the process of debt collection.

As outlined in Moody's Press Release dated 20 March 2012,
Lowell's Corporate Family Rating of B1 reflects the company's
strong market positioning, satisfactory level of capital and debt
service capability, and stable operating cash flows, as well as
the monoline business model, concentrated debt maturity profile,
modest level of concentration risk in terms of suppliers (i.e.
debt originators) and model risk in terms of valuation and
pricing of its debt portfolios.

Lowell's refinancing package incorporates GBP200 million Senior
Secured Notes, which are guaranteed on a senior basis by Lowell
and all material subsidiaries of the company, as well as a GBP40
million revolving cash facility (RCF), fully undrawn at issuance.
Both the senior secured notes and the RCF are secured by a first
ranking security interest in all the outstanding shares of the
issuer and the guarantors and substantially all the assets of the
issuer and the guarantors.

The following ratings have been assigned:

Lowell Group Limited

- Corporate Family Rating, Assigned B1

Lowell Group Financing plc

- Senior Secured Regular Bond/Debenture, Assigned B1


Upward rating pressure could arise from sustained improvement in
net income (both before and after tax) with a stable growth rate
and a track record of net income-to-average managed assets ratio
that is consistently above 1.0%, while maintaining the leverage
metrics (debt to adjusted EBITDA) at around 1.5x to 1.8x.

The ratings could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; (ii) an increase in leverage or a sustained decline
in operating performance, leading to a debt ratio which is higher
than 4.0 times EBITDA; or (iii) significant decline in interest
coverage, with an EBITDA to interest expense (excluding
preference share coupon) ratio below 3.5 - 1.0 times EBITDA.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.

Lowell is headquartered in Leeds, United Kingdom. As at
August 31, 2011, Lowell's purchased debt portfolio amounted to
GBP189.3 million, with reported total assets of GBP287.6 million.

MF GLOBAL: UK Unit Collects $500MM of Non-Segregated Assets
The special administrators of MF Global UK Limited have collected
in excess of US$500 million of non-segregated assets, according
to a March 27 updated posted in the firm's special administration
Web site.

KPMG LLP, acting as the special administrators, also identified
US$1 billion of non-segregated assets that are held by a small
number of financial institutions.  The special administrators
said they are taking actions to recover these assets, as well as
certain smaller balances.

The special administrators also disclosed that statements for
customers who traded positions on the London Metal Exchange will
become available in April because of the complexity of the LME
close-out process.

As to issues relating to MF Global Inc., KPMG said, "We are
currently working with the SIPA Trustee to reconcile the universe
of claims and counterclaims as at 31 October 2011."

In related news, employees at MF Global UK are seeking
US$62 million of unpaid bonuses, severance pay and pension
contributions from the special administrators, Kit Chellel of
Bloomberg News related.  The reported noted that the service
company that employed staff in London has one of the largest
claims on a March 14 list of creditors published by KPMG.  The
US$62 million is for the UK unit to meet its remaining
contractual obligations to workers, including guaranteed bonuses
and statutory redundancy pay, Richard Heis of KPMG explained.

Mr. Heis disclosed in January that about 300 of the UK unit's 700
workers who were retained by KPMG to work on the administration
were offered bonuses for staying on, Bloomberg recalled.
Including wages, options, shares and bonuses, MF Global's U.K.
unit paid US$232 million to its employees last year, according to
documents filed in a public registry, the report relayed.  One
U.K. director, the report noted, received US$7 million.

                         About MF Global

New York-based MF Global (NYSE: MF) --
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock
Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11
petition on March 2, 2012.  Holdings USA provided administrative
services to MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as
the Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from
their posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
( 215/945-7000)

MJN COLSTON: Unsecured Creditors May Not Get Payment
Karen Dent, writing for The Journal, reports that unsecured
creditors to MJN Colston look likely to miss out on payment
alongside workers who were still due any money from the company.

According to the Journal, administrators for the company, which
worked on projects such as the renovation of London's Paddington
Station, said there were no funds left after the sale of part of
the business to pay out the GBP49 million still owed to

Only GE Capital Finance, which provide the company's finance,
will get its cash back, the Journal notes.  When Deloitte was
appointed as the administrator in February, MJN owed around
GBP4.4 million to GE, the Journal recounts.

Joint administrator Daniel Butters, based at Deloitte's Leeds
office, sold MJN's South Western and Eastern prime defense
contracts to Integral Holdings last month, the Journal discloses.

A new report put together by the administrators revealed there
would be no money left over to pay the suppliers, including trade
creditors, subcontractors, any staff still owed money and the
taxman, the Journal says.  The total amount owed to unsecured
creditors amounted to just shy of GBP49 million, the Journal

But the administrators were brought in after the company suffered
in the financial downturn, the Journal states.  Its turnover fell
from GBP134 million in 2010 to GBP96 million last year, while
pre-tax profits fell from GBP139 million to GBP126 million, the
Journal recounts.

MJN Colston is a Teesside-based engineering services business.

RANGERS FOOTBALL: Administrators Seeks GBP25MM From Law Firm
Peter Woodifield at Bloomberg News reports that the Herald said
Duff & Phelps, the administrators of Rangers Football Club Plc,
are claiming more than GBP25 million from the law firm that
negotiated the takeover of the club last year.

According to Bloomberg, the Glasgow-based newspaper said that
papers citing "consequential losses" and allegations of
negligence have been lodged with Collyer Bristow.

The newspaper, citing the law firm, said that Collyer Bristow
will contest the claims in the strongest possible terms,
Bloomberg notes.

The Herald said that Duff & Phelps plans to name its preferred
bidder for Rangers later this week, Bloomberg relates.  The
Herald, as cited by Bloomberg, said that the administrators are
considering offers from a consortium in Singapore headed by Bill
Ng and a U.S. group led by Bill Miller.

                   About Rangers Football Club

Rangers Football Club PLC --
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station,  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.

RANGERS FOOTBALL: Administrator Holds Talks with Two Bidders
Alasdair Lamont and Keir Murray at BBC Scotland report that
Rangers administrator Duff & Phelps has held further talks with
the two bidders keen to buy the club and hopes to name a
preferred bidder this week.

Paul Murray's Blue Knights consortium cooled its interest on
Monday after being unable to match the deal struck by Singaporean
Bill Ng and Ticketus, BBC discloses.

Mr. Ng, though, denies any such deal has been reached with the
firm that financed Craig Whyte's takeover, but he remains hopeful
that his bid will win, BBC notes.

Bill Miller is the other candidate, BBC says.

According to BBC, the American's preference is for Rangers to
emerge as a "newco" through liquidation rather than attempt to
exit administration by way of a company voluntary agreement

Ally McCoist, the Rangers manager, is keen for Duff & Phelps to
announce soon which party has preferred bidder status, BBC

                   About Rangers Football Club

Rangers Football Club PLC --
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station,  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.

RANGERS FOOTBALL: Administrators Denies Holding Up Sale Process
The Press Association reports that Rangers administrators Duff
and Phelps have denied unnecessarily holding up the sale process
after Paul Murray, who is leading one of three contenders, urged
them to name a preferred bidder.

The news agency relates that Duff and Phelps were expected to
name the chosen bidder last week but they said the publication of
Scottish Premier League proposals on sanctions for clubs going
into administration and liquidation had caused interested parties
to seek more information.

Rangers went into administration on February 14, indicative bids
were due on March 16 and the deadline for confirmed bids was more
than 10 days ago, the report discloses.

According to the report, the SPL proposals would mainly affect a
new Rangers emerging and taking over the current club's SPL
share. Any such entity would be subject to 10-point deductions
for two seasons and lose 75% of their league income for three

However, the report notes, joint administrator Paul Clark
believes they also need clarity on whether Rangers would be
subject to sanctions if they agreed a Creditors Voluntary
Arrangement (CVA) before the start of next season but did not
technically emerge from administration until after it starts.

"We saw the comments from one bidder in the media on Saturday but
it is not us who are holding up the process or moving the
goalposts and all the bidders are aware of that," the report
quotes Mr. Clark as saying.

"Before selecting a preferred bidder, it is vital to the club's
interests that bidders have made in writing their full financial
commitment. We believed we were nearly there last week and it is
unfortunate that matters have run on. We hope to move things
along next week but there is a lot of hard work to be done."

The Press Association notes that Mr. Murray's Blue Knights
consortium are competing with a Singapore-based group headed by
Bill Ng and a bid from US businessman Bill Miller.  Mr. Murray
told BBC Scotland their offer was unaffected by the SPL
proposals, the report relays.

                   About Rangers Football Club

Rangers Football Club PLC --
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station,  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.

STARLIGHT INVESTMENTS: UK Liquidators File Chapter 15 Petition
Liquidators of Starlight Investments Limited filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 12-11566) in Manhattan on
April 16, 2012.

London, England-based Starlight ceased operations in 2008 when
receivers of the Debtor were appointed by lender Norwich Union
Mortgage Finance Limited.  The Debtor was placed into creditors'
voluntary liquidation in April 2009.

Melvyn J. Carter, John A.G. Alexander and Robin H. Davis, of
Carter Backer Winter LLP, in their capacity as joint liquidators,
are seeking the U.S. Court's recognition of the creditors'
voluntary liquidation of the Debtor in the United Kingdom as a
foreign main proceeding.  In the alternative, if the U.K.
proceeding is not eligible, the petitioners seek recognition of
the proceeding as foreign non-main proceeding.

The Joint Liquidators seek approval of the Chapter 15 Petition
and recognition of the UK Proceeding so that they may freely sell
shares or exercise warrants held by the Debtor in both Modigene,
Inc. and WaferGen Bio-systems, Inc.  Specifically, the Debtor
owns 200,000 shares of Modigene common stock, a warrant to
purchase 50,000 shares of Modigene common stock, 200,000 shares
of WaferGen common stock and a warrant to purchase 60,000 share
of WaferGen common stock.  Shares of Modigene trade publicly on
the American Stock Exchange and shares of WaferGen trade publicly
on the Over-the-Counter Bulletin Board.  Based on current market
data, the Stock is worth in aggregate approximately $1,000,000
subject to fluctuations in the volatile financial markets.

Timothy W. Walsh, Esq., at DLA Piper LLP (US), in New York,
serves as counsel of the foreign representative.

The Debtor is estimated to have assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion.

ULYSSES PLC: S&P Lowers Ratings on Two Note Classes to 'CCC-'
Standard & Poor's Ratings Services lowered its credit ratings on
Ulysses (European Loan Conduit No. 27) PLC's class D and E notes.
"At the same time, we removed from CreditWatch negative our
rating on the class A notes and placed our rating on the class C
notes on CreditWatch negative," S&P said.

"The rating actions follow our assessment of the means available
to the issuer to pay quarterly interest due on the notes," S&P

"At closing in July 2007, Ulysses (European Loan Conduit No. 27)
acquired the senior portion of a U.K. loan secured by a single
office building in London, which is known as CityPoint. The
senior loan is interest-only and the current outstanding note
balance is GBP429 million (unchanged since closing). The final
maturity date of the notes is in July 2017, three years after the
loan maturity date," S&P said.

"Since issuance, the debt service coverage ratio (DSCR) for the
whole loan has been below 1.0x, and the whole loan has relied on
sponsor top-ups through quarterly equity injections from the
borrowing group. At closing, the sponsor provided a GBP5 million
guarantee for interest payments under the whole loan. This
guarantee was fully called at the October 2011 loan interest
payment date and therefore is no longer available," S&P said.

"On the interest payment date in January 2012, the borrower
failed to meet its interest obligation under the whole loan,
which caused an interest shortfall under both the senior and
junior loans. The advance provider made a servicer advance of
GBP1,848,405, enabling the issuer to meet its interest payment
obligations in full," S&P said.

"The January payment default also resulted in transferring the
whole loan to special servicing, with effect from Feb. 14, 2012.
Based on the transaction documents, we expect the issuer to be
liable for special servicing fees (on the securitized loan only)
until the securitized loan becomes corrected or liquidated. The
specially serviced loan only becomes a corrected loan if, for
two consecutive collection periods, the borrower pays all amounts
due in a timely fashion and no other servicing transfer event is
persisting. Notwithstanding the fact that discussions are taking
place between the parties regarding a potential restructuring, we
anticipate special servicing fees to be charged to the issuer by
the special servicer for at least three to four quarters," S&P

"We understand that the transaction's excess spread, which is
currently distributed to the class X1 notes (not rated), is not
available in this transaction to mitigate interest shortfalls
under the remaining notes. In this transaction, the issuer relies
on servicer advances to address timely payment of interest on the
notes," S&P said.

"However, the transaction documents suggest that the servicer
advance facility is not available to cover interest shortfalls
under the notes, if such shortfalls have resulted from
extraordinary expenses payable to the transaction parties (e.g.,
special servicing fees)," S&P said.

"Moreover, if an appraisal reduction is determined, this would
reduce further the advance available to service the notes, in our
opinion. The appraisal reduction mechanism was structured to
prevent drawings on the portion of the securitized loan that
represents more than 90% of the securitized loan-to-value (LTV).
Based on the most recent valuation, dated November 2011, the
securitized LTV ratio is 99.93%," S&P said.

"In light of these factors, we believe that special servicing
fees, when charged by the special servicer to the issuer, will
result in interest shortfalls under the class D and E notes. As
already reflected in our ratings, these notes are significantly
exposed to principal losses too. We have therefore lowered our
ratings on these classes of notes to reflect the additional
risk," S&P said.

"The timely payment of interest under the class C notes may also
be affected if the special servicer determines that an appraisal
reduction amount is applicable and the amounts available under
the advance facility are reduced as a result. However, such an
outcome remains uncertain at this stage. We have therefore placed
our rating on the class C notes on CreditWatch negative, pending
confirmation from the special servicer," S&P said.

"On Jan. 31, 2012, we placed on CreditWatch negative for
counterparty reasons our 'A (sf)' rating on the class A notes. We
have  resolved this CreditWatch placement because our rating on
this class of notes is no higher than our ratings on the rated
counterparties, with the exception of the swap guarantor--Morgan
Stanley (A-/Negative/A-2). However, in this case the long-term
rating on the swap provider--Morgan Stanley & Co. International
PLC (A/Negative/A-1)--is the same as the highest rating on the
notes, and, accordingly, the swap counterparty does not constrain
our rating on these notes," S&P said.

"The rating on the class B notes is unaffected by rating
actions," S&P said.

"The rating actions have not resulted from a change in our
opinion of the creditworthiness of the securitized loan backing
the transaction. However, we believe that note interest
shortfalls have become more likely. Our ratings in this
transaction address timely payment of interest, payable quarterly
in arrears, and payment of principal not later than the legal
final maturity date (July 2017)," S&P said.


"We have taken rating actions based on our criteria for rating
European commercial mortgage-backed securities (CMBS). However,
these criteria are under review," S&P said.

"As highlighted in the Nov. 8 Advance Notice Of Proposed Criteria
Change, we expect to publish a request for comment (RFC)
outlining our proposed criteria changes for rating European CMBS
transactions. Subsequently, we will consider market feedback
before publishing our updated criteria. Our review may result
in changes to the methodology and assumptions we use when rating
European CMBS, and consequently, it may affect both new and
outstanding ratings on European CMBS transactions," S&P said.

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria," S&P said.


SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:


Class               Rating
            To                  From

Ulysses (European Loan Conduit No. 27) PLC
GBP429 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Removed From CreditWatch Negative

A           A (sf)              A (sf)/Watch Neg

Rating Placed on CreditWatch Negative

C           B+ (sf)/Watch Neg   B+ (sf)

Ratings Lowered

D           CCC- (sf)           B (sf)
E           CCC- (sf)           B- (sf)

Rating Unaffected

B           BB (sf)

* UK: Moody's Says Increase in PPOs Credit Neg. for Motor Lines
The increase in Periodical Payment Orders (PPOs) will be credit
negative for companies with significant personal injury claim
exposures, most notably motor insurers and their reinsurers, says
Moody's Investors Service in a new special comment published on
April 17.

Under PPO settlements, claimants receive an initial lump sum
award together with regular payments to cover on-going medical
care costs. Moody's notes that PPOs are increasingly becoming a
common way for courts in England and Wales to settle high-value
personal injury claims, such as brain or spine damage.

"The uncertain and long-tailed nature of PPO liabilities exposes
general insurers to the same longevity and inflation risks that
annuity writers face and could ultimately result in suppressed
earnings and higher capital requirements," explains Helena
Pavicic, a Moody's Associate Analyst and author of the report.

As inflation, longevity and investment risks are traditionally
handled by life insurers, general insurers exposed to PPOs would
typically look to transfer these risks to the life market by
purchasing a fixed-indexed annuity. However, Moody's notes that
this is an unattractive option because the current low interest-
rate environment makes the safety and stability of guaranteed
fixed payments prohibitively expensive. In addition, the UK
impaired annuity market is limited to certain moderate medical
conditions and does not extend to cover serious injuries, such as
those under the scope of PPOs.

PPOs are currently most prevalent in motor claims as in the UK it
is compulsory for all drivers to have unlimited third-party
liability cover and severe injuries are most frequently suffered
in motor accidents. As the combination of unlimited third-party
cover, the court's power to impose PPOs and the index used to
inflate these awards is also unique to the UK, Moody's expects
that PPOs will affect UK motor lines more than other motor
markets worldwide, including the US.

Furthermore, for reinsurers the effects of PPOs are intensified
as insurers pass on much of the risk of large pay-outs to the
reinsurance market. "PPOs are only awarded in serious personal
injury claims, which for insurers is a relatively small
proportion of their overall personal injury claims. However, for
reinsurers PPOs represent a more significant portion of their
overall personal injury claims and therefore the issues and
implications identified above are exacerbated" adds Ms. Pavicic.

* UK: Moody's Says Economic Downturn to Pressure Insurer Revenues
The outlook for UK general insurance remains stable, says Moody's
Investors Service in a new Industry Outlook published on
April 17, primarily driven by adequate risk-adjusted pricing and
the rating agency's expectation of modest real-term rate
increases in most lines of business, except personal motor
insurance, where stronger rate rises are expected to continue, at
least in the near-term.

"Despite the fact that investment returns remain under pressure,
due to low interest rates and conservative portfolios, we view
the profitability trends as being sufficient to maintain a stable
outlook on the sector, but insufficient to lead to a
transformational change in profitability," explains David Masters
a Moody's Assistant Vice President and author of the report.

Motor and property lines account for over 70% of the UK general
insurance industry and as such, Moody's believes the future
profitability of the sector will be heavily influenced by
performance in these lines of business. Personal motor insurance
has been persistently unprofitable in recent years and despite
double digit year-on-year rate increases in recent years,
insurers have struggled to combat the adverse effects of bodily
injury claims and claims farming. However, Moody's says that as
these stronger rates earn through income statements, the combined
ratio on motor insurance will likely improve to almost 100% over
the next 12-18 months.

In terms of property insurance, Moody's expects further premium-
rate increases for 2012, at least in nominal terms, as insurers
seek to return personal property to the point of underwriting
profitability, a situation that has been the norm for most of the
past decade and one of UK insurers' traditionally more profitable
lines of business.

Moody's report says that in real terms, commercial rates (except
fleet motor rates) remain stubbornly muted and the market
contracted to gross premiums written (GPW) of GBP14.2 billion in
2010 from GBP14.7 billion in 2006. However, there is evidence
that conditions are improving with many major insurers reporting
rate increases of 4-6% within commercial liability and property

"Although some business lines are showing signs of potential, we
consider that the key near-to medium term downside risk for the
sector originates from the pressure exerted by the UK economy's
sluggish recovery. Given this environment, we believe that
insurers will likely find it challenging to grow their revenues,
while a prolonged economic downturn within the UK economy would
pressure both insurers' net revenues and profits. Some insurance
products are compulsory, for example, third-party motor
insurance, while others such as property construction, trade and
business interruption, are at least partially contingent on the
level of economic activity," adds Mr. Masters.


* Investors Seek Safer Assets on Europe Worries
Mike Cherney at Dow Jones' Daily Bankruptcy Review reports that
Treasurys posted gains Thursday on concerns over Europe's debt
crisis, and the flight-to-safety sentiment also helped bolster
some high-grade corporate bonds and municipal debt.

* Upcoming Meetings, Conferences and Seminars

Apr. 19-22, 2012
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800;

July 14-17, 2012
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800;

Aug. 2-4, 2012
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800;

November 1-3, 2012
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.

Nov. 29 - Dec. 2, 2012
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800;

April 10-12, 2013
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.

October 3-5, 2013
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.


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

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  Go to 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, Ivy B. Magdadaro, Frauline S.
Abangan and Peter A. Chapman, Editors.

Copyright 2012.  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 Peter Chapman at 240/629-3300.

                 * * * End of Transmission * * *