TCREUR_Public/121121.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, November 21, 2012, Vol. 13, No. 232

                            Headlines



C Y P R U S

CYPRUS POPULAR: Moody's Reviews 'Caa1' Ratings for Downgrade
RUSSIAN COMMERCIAL: Moody's Downgrades Deposit Ratings to 'B1'


G E R M A N Y

ALBA GROUP: S&P Affirms 'BB-' Corp. Rating; Outlook Stable


I R E L A N D

CLARION HOTEL: 40 Investors In Dispute with NAMA Receiver
IBRC MORTGAGE: Fitch Withdraws 'BB-' LT Issuer Default Rating


I T A L Y

* ITALY: Moody's Says Banking System Outlook Remains Negative


N E T H E R L A N D S

HARVEST CLO: Moody's Cuts Ratings on 3 Note Classes to 'Ba1'
LEOPARD CLO IV: Moody's Lowers Rating on Class E Notes to 'B1'
LYONDELLBASELL INDUSTRIES: Moody's Raises Ratings From 'Ba2'


P O R T U G A L

* PORTUGAL: Passes Lenders' Sixth Quarterly Review; Risks Remain


R U S S I A

CENTROCREDIT BANK: S&P Raises Counterparty Ratings to 'B/B'
* KEMEROVO REGION: Fitch Assigns 'BB' Long-Term Currency Ratings


S P A I N

MAPRE SA: Fitch Rates EUR1-Bil. Senior Unsecured Notes 'BB+'
REAL OVIEDO: Struggles to Survive; Puts Up Shares for Sale
TDA 24: Fitch Downgrades Ratings on Two Tranches to 'CC'


S W I T Z E R L A N D

PETROPLUS HOLDINGS: France, Libya Fund May Invest in Normandy


U K R A I N E

CORPORATE INVESTMENT: Fitch Affirms B' LT Issuer Default Rating


U N I T E D   K I N G D O M

ANNINGTON LTD: Moody's Assigns 'B1' CFR; Rates Notes '(P)Caa1'
ATH RESOURCES: Faces Major Restructuring After Bank Debt Deal
COMET: 735 More Jobs Axed Following Administration
FOXSTONE CARR: High Court Winds Up Carbon Credit Company
GLOBAL NEUTRAL: Placed Into Provisional Liquidation

HAMPSON INDUSTRIES: Put Into Administration After Failed Sale
HEART OF MIDLOTHIAN: Club Faces Winding Up Order Over Unpaid Tax
LLOYDS BANKING: Sells Distressed Irish Portfolio at 90% Discount
MWB GROUP: Deloitte Appointed as Administrators
NORTH YORKSHIRE: Members' Payout on the Way

OLD SCHOOL: Nursery Closes Doors; 11 Staff Loses Jobs


X X X X X X X X

* Banks Need Not Be Saved From Insolvency, ECB's Weidmann Says


                            *********



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C Y P R U S
===========


CYPRUS POPULAR: Moody's Reviews 'Caa1' Ratings for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
senior unsecured debt and long-term deposit ratings of the
following Cypriot banks:

- Cyprus Popular Bank Public Co Ltd: Senior unsecured debt and
   long-term deposit ratings of Caa1

- Bank of Cyprus Public Company Limited: Senior unsecured debt
   and long-term deposit ratings of Caa1

- Hellenic Bank Public Company Ltd: Long-term deposit ratings of
   B3

The review of the banks' debt and deposit ratings, which
currently incorporate rating uplift from Moody's assumption of
the likelihood of recapitalization from the Troika (European
Commission, European Central Bank and the International Monetary
Fund) via the Cypriot government, is driven by Moody's review of
Cyprus's government bond ratings, initiated on November 16, 2012.
Amongst other factors, the review of the government bond ratings
reflects the delay and uncertainty surrounding the Cypriot
authorities negotiations with the Troika to secure a support
program, which would finance bank capitalizations.

Ratings Rationale

In Moody's view, the Cypriot banks face large capital needs and
will require substantial state capital support. The banks' long-
term debt and deposit ratings currently incorporate two notches
of rating uplift, based on Moody's assessment of a high
likelihood of support. The rating agency expects that the support
will be forthcoming from external parties in the context of
Cyprus's European Union membership.

The bank review is driven by the delay and uncertainty
surrounding when the Cypriot authorities will be able to secure a
support program with the Troika that would pave the way for bank
capitalizations. The uncertainty casts doubt on whether Moody's
will be able to maintain its assumption of a high likelihood of
support, which, in turn, could lead to a reduction in the current
two notches of external-support uplift that the rating agency
incorporates into the ratings.

Focus of the Review

The bank review will closely track the government rating review
and will focus on the progress that the Cypriot authorities make
in securing a support program with the Troika.

What Could Move The Ratings DOWN/UP

The review reflects the risk that the delivery of external
support could be delayed or insufficient to stabilize the banks'
credit profiles. Asset-quality pressures beyond Moody's central
scenario -- given the challenging operating environment, or an
increase in the probability of Greece exiting the euro area --
would also exert downwards pressure on the ratings.

As indicated by the review, there is little scope for upwards
rating pressure. Upwards pressure could develop over time,
following (1) the restructuring and removal of non-performing
assets from the banks' balance sheets; and (2) significant
strengthening of the banks' capital buffers that would be
sufficient to absorb future asset-quality deterioration and
withstand a potential Greek exit from the euro area.

List of Ratings

Bank of Cyprus Public Co Ltd:

- Deposit and senior unsecured debt ratings: Caa1 on review for
   downgrade

- Short term deposit and commercial paper ratings: Not Prime
   unaffected

- Subordinated debt rating: (P)C unaffected

- Junior subordinated notes rating: (P)C unaffected

- Standalone bank financial strength rating (BFSR): E mapping to
   caa3 unaffected

The BFSR, subordinated and junior subordinated debt ratings do
not have an outlook assigned.

Cyprus Popular Bank Public Co Ltd:

- Deposit and senior unsecured debt ratings: Caa1 on review for
   downgrade

- Short term deposit ratings: Not Prime unaffected

- Subordinated debt rating: C unaffected

- Standalone bank financial strength rating (BFSR): E mapping to
   caa3 unaffected

The BFSR and subordinated debt ratings do not have an outlook
assigned.

Egnatia Finance plc (the funding subsidiary of Cyprus Popular
Bank):

- Senior unsecured debt rating: (P)Caa1 on review for downgrade

- Subordinated debt rating: (P)C unaffected

The subordinated debt ratings do not have an outlook.

Hellenic Bank Public Co Ltd:

- Deposit ratings: B3 on review for downgrade

- Short term deposit and commercial paper ratings: Not Prime
   unaffected

- Standalone bank financial strength rating (BFSR): E mapping to
  caa2 unaffected

The BFSR does not have an outlook assigned.

Principal Methodologies

The principal methodology used in these ratings were Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


RUSSIAN COMMERCIAL: Moody's Downgrades Deposit Ratings to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the deposit ratings of
Russian Commercial Bank (Cyprus) Ltd to B1 from Ba3, and placed
the deposit ratings on review for downgrade. The downgrade is
prompted by Moody's lowering of the country risk ceiling for
Cyprus to B1, whilst the review reflects Moody's review for
downgrade of Cyprus' government bond rating, initiated on
November 16, 2012.

Ratings Rationale

The downgrade of RCB's deposit ratings to B1 is driven by the
lowering to B1 of the country risk ceiling for Cyprus. The
ceiling limits the highest rating that can be assigned to a
domestic issuer in Cyprus.

Although RCB has very limited interaction with the Cypriot
economy, as most of its business is with entities that have
operations in the Russian Federation, Moody's notes that the bank
is incorporated in Cyprus and its rating is ultimately
constrained by the country risk ceiling for Cyprus, which amongst
other risks, captures the possibility of a deposit freeze. The
country risk ceiling is the highest rating that can be achieved
by a domestic issuer in Cyprus and thus constrains RCB's deposit
ratings.

Focus of the Review

The review on RCB's deposit ratings is driven by the review on
the Cypriot government bond rating, which could prompt a further
lowering of the Cyprus' country risk ceiling.

What Could Move The Ratings UP/DOWN

RCB's ratings could be downgraded following (1) a further
lowering of the country risk ceiling; (2) evidence of reduced
willingness from its foreign parent to support RCB in case of
need; (3) a material deterioration in the bank's asset quality
that would erode its capital or (4) significant weakening in
RCB's liquidity position.

As indicated by the current review, upwards pressure on the
ratings is unlikely in the medium term. Over the longer term,
upwards pressure could develop following an upgrade of the bond
rating of Cyprus that would prompt Moody's to raise the country
risk ceiling.

List of Ratings

-- Long-term local and foreign-currency deposit ratings
    downgraded to B1, on review for downgrade.

-- Not-Prime short-term ratings and standalone bank financial
    strength rating of E+/b3 are unaffected.

As of December 2011 RCB had total assets of $13.8 billion. RCB is
headquartered in Limassol, Cyprus.

Principal Methodology

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.



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


ALBA GROUP: S&P Affirms 'BB-' Corp. Rating; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Germany-based waste management operator ALBA Group plc & Co. KG
(ALBA Group) to stable from negative. "At the same time, we
affirmed our long-term corporate credit rating on ALBA Group at
'BB-'," S&P said.

"In addition, we affirmed our 'B' issue rating on ALBA Group's
EUR203 million unsecured notes due in 2018. The recovery rating
on the unsecured notes is unchanged at '6', reflecting our
expectation of negligible (0%-10%) recovery in the event of a
payment default," S&P said.

"The outlook revision reflects ALBA Group's successful
refinancing of its senior bank facility, which would have matured
in December 2013. The group has refinanced this facility with a
new EUR400 million senior bank facility maturing in October 2017,
comprising a EUR200 million term loan and a EUR200 million
revolving credit facility. With the group having addressed its
refinancing risk, we have revised upward our assessment of ALBA
Group's liquidity to 'adequate' from 'less than adequate' as our
criteria define the terms," S&P said.

"For 2013, we currently estimate that ALBA Group will register
modest revenue growth, largely supported by increasing industrial
activity and stronger GDP growth in countries such as Germany and
China, compared with 2012," S&P said.

"In our view, the ALBA Group will continue to generate positive
free operating cash flow, despite difficult trading conditions,
and will continue to focus on deleveraging. It also reflects the
group's good customer diversity, which should enable it to
generate and sustain adjusted funds from operations to debt of
about 15% and debt to EBITDA of 4.5x-5.0x. We consider these
ratios to be commensurate with the current rating," S&P said.

"There is a risk that we could lower the rating if the ongoing
slowdown in Europe were to reduce the overall profitability of
ALBA Group's waste operation contracts, or if these contracts
were lost or unfavorably renegotiated such that that a covenant
breach would be likely. In addition, pressure on the ratings
would arise if the courts were to award compensation terms to the
minority shareholders in ALBA SE that are materially different to
the original compensation terms," S&P said.

"Upside rating potential is currently limited, in our view.
However, we could raise the rating if we see a track record of
stable profitability, combined with a sustained improvement in
the group's financial performance beyond our current forecasts,"
S&P said.



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I R E L A N D
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CLARION HOTEL: 40 Investors In Dispute with NAMA Receiver
---------------------------------------------------------
Simon Carswell at The Irish Times reports that a dispute over
rent due to 40 investors in the Clarion Hotel Liffey Valley and a
receiver appointed by ACC Bank has escalated with their attempt
to seize almost two-thirds of the rooms from a receiver appointed
by the National Asset Management Agency running the hotel.

About 40 investors who injected EUR30 million into the west
Dublin hotel have joined forces with the ACC-appointed receiver
and served a 21-day notice on NAMA's receiver to vacate about 200
of the 360 bedrooms in a bid to kick-start talks, the Irish Times
relates.

The investors, who haven't been paid rent by NAMA's receiver,
Kieran Wallace of KPMG, since he was appointed in March 2011,
along with ACC's receiver Martin Ferris, served the notice of
forfeiture on Mr. Wallace last week in relation to their 200
bedrooms, the Irish Times discloses.

Mr. Wallace runs the hotel through a third-party operator and has
control over all of the common areas in the hotel, the Irish
Times discloses.  If no compromise is reached, the hotel will be
left in the unusual position of the operator not having access to
the majority of the bedrooms, the Irish Times states.

The investors hope that the forfeiture notice will bring
Mr. Wallace to the negotiating table for talks on the unpaid rent
and a long-term deal on their rooms, the Irish Times says.  He
could, however, resist by continuing to run the hotel with more
than 100 rooms controlled by the State agency, the Irish Times
notes.

According to the Irish Times, there is about EUR60 million of
debt owing on the hotel, which was built by Co Clare developer
Sean Lyne, whose debts to AIB have been transferred to NAMA.  He
borrowed EUR20 million from AIB while the investors borrowed most
of the EUR30 million they paid for their rooms, the Irish Times
discloses.  ACC is owed a further EUR10 million over the debts of
developer Paddy Kelly, another investor, the Irish Times notes.

NAMA seized the hotel last year, appointing Mr. Wallace, the
Irish Times recounts.  He retained hotelier Frankie Whelehan's
Choice Hotels to continue running the hotel, the Irish Times
discloses.


IBRC MORTGAGE: Fitch Withdraws 'BB-' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the support-driven ratings of five
Irish banks and their subsidiaries and upgraded the Long-term
Issuer Default Rating (LT IDR) of EBS Limited (EBS) to 'BBB' from
'BBB-'.  The Outlook on all the banks has been revised to Stable
from Negative.  IBRC Mortgage Bank's ratings have been affirmed
and withdrawn.

Rating Action Rationale

The revision of the Outlook on the Irish banks' LT IDRs to Stable
follows the affirmation of the Irish sovereign rating at 'BBB+'
and revision of the Outlook to Stable.  The IDRs of all the Irish
banks (apart from Ulster Bank Ireland Limited and EBS Limited)
are at their Support Rating Floors (SRFs), reflecting Fitch's
view that the Irish authorities and the ECB will continue to
provide support to the Irish domestic banking system if needed.

The upgrade of EBS's IDRs and the revision of its SRF reflect its
integration as a fully-owned, separately branded subsidiary of
Allied Irish Banks plc (AIB).  Fitch believes it extremely likely
that EBS would be supported by its parent, and ultimately the
Irish government (AIB's main shareholder).  Its ratings have
therefore been equalized with those of AIB.

The ratings of IBRC Mortgage Bank (a subsidiary of Irish Bank
Resolution Corporation Limited) have been affirmed and withdrawn,
as the entity has been wound down and is now closed for business.

RATING DRIVERS AND SENSITIVITIES - IDRs, SUPPORT RATING, SUPPORT
RATING FLOOR

The support-driven IDRs of Bank of Ireland (BOI), AIB and IBRC
are driven by their respective SRFs.  Although on a weakening
trend, Fitch believes that support would continue to be
forthcoming for the Irish banks, when considering the strong
track record of sovereign support for the Irish banking sector
and the on-going funding support from the ECB. IBRC's IDR and SRF
('BB-') is four notches below those of BOI and AIB, reflecting
its wind-down status and lower systemic importance.

The IDRs and SRFs of these banks are highly sensitive to a rating
action on the Irish sovereign rating, or any change in Fitch's
assumptions around the ability or propensity of the Irish
government to provide extraordinary support to the Irish banks if
needed.  Any change in the Irish sovereign rating would likely
have an effect on the ratings of these institutions.

Ulster Bank Ireland Limited's (UBIL) IDRs are driven by Fitch's
view that its ultimate shareholder, The Royal Bank of Scotland
Group plc (RBSG: 'A'/Stable/'F1'), will continue to support it
with additional funding, capital and liquidity as and when
required.  The IDRs are sensitive to any change in Fitch's
assessment of the ability or propensity of RBSG to support UBIL.
Given its domicile in the Republic of Ireland (ROI), Fitch
believes that RBSG's propensity and ability to support UBIL is
linked to broad sovereign and associated banking sector risks in
ROI, not all of which are within RBSG's power to neutralize.
Therefore UBILs IDR is also sensitive to the Irish sovereign
rating.

EBS's SRF has been withdrawn, as future support is deemed to flow
through AIB.  Its IDRs and Support Ratings are sensitive to AIB's
ratings.

RATING DRIVERS AND SENSITIVITIES - GOVERNMENT GUARANTEED DEBT,
COMMERCIAL PAPER AND DEPOSITS

All government guaranteed liabilities are rated in line with the
Irish sovereign rating, and are therefore highly sensitive to any
rating action on the sovereign.

SUSBIDIARY AND AFFILIATED COMPANY RATING DRIVERS AND
SENSITIVITIES

EBS Limited, AIB Group (UK), Bank of Ireland Mortgage Bank and
BOI UK Plc are all wholly owned subsidiaries of AIB and BOI,
respectively and to varying degrees are reliant on their parent
banks for funding and capital support.  Their IDRs are therefore
aligned with their parents', and are highly sensitive to the same
factors that might drive a change in their parents' ratings.

RATING DRIVERS AND SENSITIVITIES - UBIL's SUBORDINATED DEBT

UBIL's subordinated debt has been affirmed as it is driven by its
Long-term IDR, in accordance with Fitch's criteria for rating
hybrids of subsidiary companies.  Like its Long-term IDR, it is
sensitive to both the rating of RBSG and that of the Irish
sovereign.

The rating actions are as follows:

AIB

  -- Long-term IDR: affirmed at 'BBB'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F2'
  -- Viability Rating: unaffected by current rating action
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor: affirmed at 'BBB'
  -- Senior unsecured notes: affirmed at 'BBB'
  -- Short-term debt: affirmed at 'F2'
  -- Lower Tier 2 subordinated debt: unaffected by current rating
     action Sovereign-guaranteed Long-term/Short-term notes and
  -- Commercial Paper: affirmed at 'BBB+/F2'
  -- Sovereign-guaranteed Long-term and Short-term deposits:
     affirmed at 'BBB+'/'F2'
  -- Sovereign-guaranteed Long-term and Short-term interbank
     liabilities: affirmed at 'BBB+'/'F2'
  -- Subordinated Debt: unaffected by current rating action

AIB Group (UK) PLC

  -- Long-term IDR: affirmed at 'BBB'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F2'
  -- Viability Rating: unaffected by current rating action
  -- Support Rating: affirmed at '2'
  -- Sovereign-guaranteed Long-term/Short-term notes: affirmed at
     'BBB+'/ 'F2'

EBS Limited

  -- Long-term IDR: upgraded to 'BBB' from 'BBB-'; Outlook Stable
  -- Short-term IDR: upgraded to 'F2' from 'F3'
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor: revised to 'BBB' from 'BBB-' and
     withdrawn
  -- Senior unsecured notes: upgraded to 'BBB' from 'BBB-'
  -- Short-term debt: upgraded to 'F2' from 'F3'
  -- Sovereign-guaranteed Long-term/Short-term notes: affirmed at
     'BBB+'/'F2'
  -- Sovereign guaranteed commercial paper: affirmed at 'F2'
  -- Sovereign-guaranteed Long-term/Short-term deposits: affirmed
     at 'BBB+'/'F2'
  -- Sovereign-guaranteed Long-term/Long-term interbank
     liabilities: affirmed at 'BBB+'/'F2'

BOI

  -- Long-term IDR: affirmed at 'BBB'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F2'
  -- Viability Rating: unaffected by current rating action
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor: affirmed at 'BBB'
  -- Senior unsecured notes: affirmed at 'BBB'
  -- Short-term debt: affirmed at 'F2'
  -- Upper Tier 2 subordinated notes and preferred stock:
     unaffected by current rating action
  -- Sovereign-guaranteed notes: affirmed at 'BBB+'
  -- Sovereign-guaranteed Long-term/Short-term deposits: affirmed
     at 'BBB+'/F2'
  -- Sovereign-guaranteed Long-term/Short-term interbank
     liabilities: affirmed at 'BBB+/F2'

BOI Mortgage Bank

  -- Long-term IDR: affirmed at 'BBB'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F2'
  -- Support Rating: affirmed at '2'

BOI UK Plc

  -- Long-term IDR: affirmed at 'BBB'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F2'
  -- Support Rating: affirmed at '2'
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+'
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2'
  -- Sovereign-guaranteed Long-term/Short-term interbank
     liabilities: affirmed at 'BBB+'/'F2'

PTSB

  -- Viability Rating: unaffected by current rating action
  -- Support Rating: affirmed at '2'

IBRC

  -- Long-term IDR: affirmed at 'BB-'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'B'
  -- Support Rating: affirmed at '3'
  -- Support Rating Floor: affirmed at 'BB-'
  -- Short-term debt: affirmed at 'B'
  -- Senior unsecured: affirmed at 'BB-'
  -- Sovereign-guaranteed Long-term/Short-term notes: affirmed at
     'BBB+'/'F2''
  -- Sovereign-guaranteed commercial paper: affirmed at 'F2'
  -- Sovereign-guaranteed Long-term/Short-term deposits: affirmed
     at 'BBB+'/'F2'
  -- Sovereign-guaranteed Long-term/Short-term interbank
     liabilities: affirmed at 'BBB+' /'F2'

IBRC Mortgage Bank

  -- Long-term IDR: affirmed at 'BB-'; Outlook revised to Stable
     from Negative; Rating withdrawn
  -- Short-term IDR: affirmed at 'B' and withdrawn
  -- Support Rating: affirmed at '3' and withdrawn

Ulster Bank Ireland Limited

  -- Long-term IDR: affirmed at 'A-'; Outlook revised to Stable
     from Negative
  -- Short-term IDR: affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Senior unsecured long term notes: affirmed at 'A-'
  -- Senior unsecured short term notes: affirmed at 'F1'
  -- Commercial paper: affirmed at 'F1'
  -- Subordinated debt: affirmed at 'BBB-'



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I T A L Y
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* ITALY: Moody's Says Banking System Outlook Remains Negative
-------------------------------------------------------------
The outlook for Italy's banking system remains negative, says
Moody's Investors Service in a new Banking System Outlook
published on Nov. 19.  The main drivers of the outlook are (1)
the rating agency's expectations of continued challenging
operating conditions for the banks; (2) further rapid asset-
quality deterioration; (3) continued weak profitability and (4)
their restricted access to market funding that is unlikely to
normalize over the outlook period. The rating agency noted that
many of these negative rating drivers have intensified during the
course of 2012, and that this trend is likely to persist. While
the banks have strengthened their capital positions, capital
levels remain vulnerable and below those of other large European
banking systems. The combination of continued negative
developments, some of which are beyond expectations previously
reflected in Moody's base scenario, and continued risks skewed to
the downside, underpin the negative outlook and the pressures on
the Italian banking system.

The new report, entitled "Banking System Outlook: Italy", is now
available on www.moodys.com. Moody's subscribers can access this
report via the link provided at the end of this press release.

Moody's says that the operating conditions for banks are
difficult and that they will likely remain challenging over the
12-18 month outlook period. The rating agency expects Italy's GDP
to contract by between -3% and -2% in 2012 and -1% and 0% in 2013
[source: Moody's Update to the Global Macro-Risk Outlook 2012-14,
published in November 2012], with recessionary risks skewed to
the downside.

Moody's expects that the banks' asset quality will continue to
deteriorate over the outlook period, from already weak levels.
The ongoing recession is the key driver of asset-quality
deterioration, which has particularly affected corporate
borrowers. Aggregate system problem loans reached 11% of total
loans in 2011, from 4.6% in 2007 [source: Bank of Italy, Annual
Report 2011]. Over the first six months of 2012, this ratio
increased more rapidly than the rating agency had anticipated, to
approximately 12.3% at June 2012 [source: Bank of Italy,
Financial Stability Report, November 2012]. This trend shows no
signs of abating; combined with bank deleveraging and a
corresponding contraction in the supply of credit, further
pressures on asset quality are inevitable.

The banks' already modest profitability will also continue to
weaken, as loan-loss provisions will increase and continue to
absorb a higher portion of banks' moderate pre-provision
earnings. This limits the banks' ability to build capital from
internal sources, leaving them increasingly vulnerable to the
continued asset-quality deterioration.

Lastly, euro area-wide pressures will continue to restrict the
banks' access to market funding. Although there has been some
easing in market access in recent months, the rating agency said
that this is unlikely to normalize over the outlook period, and
market access remains highly confidence-sensitive. Italian banks
are the second-largest borrowers from the European Central Bank
(ECB) in absolute terms. The banks are now working to reduce the
size of their loan portfolios to help lower their reliance on the
ECB. However, Moody's notes that the degree of deleveraging
necessary to materially reduce ongoing funding needs might have
adverse consequences for the banks' franchises and earnings.



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HARVEST CLO: Moody's Cuts Ratings on 3 Note Classes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Harvest CLO II S.A:

    EUR66.15M Class B Senior Floating Rate Notes, Upgraded to Aa2
    (sf); previously on Jul 10, 2012 A1 (sf) Placed Under Review
    for Possible Upgrade

    EUR32.1M Class C-1 Senior Subordinated Deferrable Floating
    Rate Notes, Upgraded to Baa1 (sf); previously on Jul 10, 2012
    Baa3 (sf) Placed Under Review for Possible Upgrade

    EUR3M Class C-2 Senior Subordinated Deferrable Fixed Rate
    Notes, Upgraded to Baa1 (sf); previously on Jul 10, 2012 Baa3
    (sf) Placed Under Review for Possible Upgrade

    EUR17.25M Class D-1 Senior Subordinated Deferrable Floating
    Rate Notes, Upgraded to Ba1 (sf); previously on Jul 10, 2012
    Ba2 (sf) Placed Under Review for Possible Upgrade

    EUR3M Class D-2 Senior Subordinated Deferrable Fixed Rate
    Notes, Upgraded to Ba1 (sf); previously on Jul 10, 2012 Ba2
    (sf) Placed Under Review for Possible Upgrade

    EUR2.6M Class R Combination Notes (EUR 1.55m Rated Balance
    Outstanding), Upgraded to Ba1 (sf); previously on Oct 7, 2011
    Upgraded to Ba2 (sf)

    EUR6M Class S Combination Notes (EUR 2.84m Rated Balance
    Outstanding), Upgraded to Baa3 (sf); previously on Oct 7,
    2011 Upgraded to Ba1 (sf)

    EUR5M Class V Combination Notes (EUR 3.19m Rated Balance
    Outstanding), Upgraded to A3 (sf); previously on Oct 7, 2011
    Upgraded to Baa3 (sf)

Moody's confirmed the ratings of the following notes issued by
Harvest CLO II S.A:

    EUR11.5M Class E-1 Senior Subordinated Deferrable Floating
    Rate Notes, Confirmed at B1 (sf); previously on Jul 10, 2012
    B1 (sf) Placed Under Review for Possible Upgrade

    EUR2M Class E-2 Senior Subordinated Deferrable Fixed Rate
    Notes, Confirmed at B1 (sf); previously on Jul 10, 2012 B1
    (sf) Placed Under Review for Possible Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Classes
R, S and V, the 'Rated Balance' is equal to, at any time to the
principal amount of the Combination Note on the Issue Date
increased by the Rated Coupon of Euribor, 2% and Euribor+1.5% per
annum respectively, accrued on the Rated Balance on the preceding
payment date minus the aggregate of all payments made from the
Issue Date to such date, either through interest or principal
payments. The Rated Balance may not necessarily correspond to the
outstanding notional amount reported by the trustee.

Harvest CLO II S.A., issued in April 2005, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high
yield European loans. The portfolio is managed by 3i Debt
Management Investments Ltd. This transaction's reinvestment
period ended in May 2012. It is predominantly composed of senior
secured loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of a correction to the rating model Moody's
used for this transaction. Moody's corrected the rating model and
put the ratings of above tranches on review for upgrade on 10
July, 2012. The actions also reflects the stable performance of
the transaction since the last rating action in October 2011.

Moody's notes that the overcollateralization ratios of the rated
notes have decreased since the rating action in October 2011. The
Class A/B, Class C, Class D and Class E overcollateralization
ratios are reported at 122.81%, 113.27%, 108.41% and 105.39%,
respectively, versus August 2011 levels of 124.04%, 114.40%,
109.49% and 106.45%, respectively. All coverage tests are
currently in compliance. The reported WARF improved slightly from
2786 to 2743 between August 2011 and September 2012 whilst the
weighted average spread increased from 3.38% to 3.86%.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 510.9
million, defaulted par of EUR6.3 million, a weighted average
default probability of 22% (consistent with a WARF of 2921), a
weighted average recovery rate upon default of 46.26% for a Aaa
liability target rating, a diversity score of 44 and a weighted
average spread of 3.86%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 90.6% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

In the process of determining the final ratings, Moody's took
into account the results of a number of sensitivity analyses:

(1) Deterioration of credit quality to address the refinancing
and sovereign risks -- Approximately 16% of the portfolio are
rated B3 and below and maturing between 2014 and 2016, which may
create challenges for issuers to refinance. 8.6% of the portfolio
are exposed to obligors located in Spain and Italy. Moody's
considered a model run where the base case WARF was increased to
be 3264 by forcing ratings on 25% of such exposure to Ca. This
run generated model outputs that were one to two notches lower
than the base case results.

2) Lower Weighted Average Recovery Rate ("WARR") and Diversity
Score Levels - To test the deal sensitivity to key parameters,
Moody's modelled a lower WARR, with a RR of 44.26% for a Aaa
liability target rating, as well as a lower diversity score of
40. This run generated model outputs that were within one notch
off the base case results.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2014 and 2016 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below :

1) Portfolio Amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio. Pace of amortization could vary significantly subject
to market conditions and this may have a significant impact on
the notes' ratings. In particular, amortization could accelerate
as a consequence of high levels of prepayments in the loan market
or collateral sales by the Collateral Manager or be delayed by
rising loan amend-and-extent restructurings. Fast amortization
would usually benefit the ratings of the notes.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's CDOEdge
model.

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.

On August 21, 2012, Moody's released a Request for Comment
seeking market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of the notes affected by the
rating action may be negatively affected.


LEOPARD CLO IV: Moody's Lowers Rating on Class E Notes to 'B1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Leopard CLO IV B.V.:

    EUR26.25M Class B Senior Secured Floating Rate Notes due
    2022, Upgraded to Aa1 (sf); previously on July 10, 2012 A1
    (sf) Placed Under Review for Possible Upgrade

    EUR15.5M Class C1 Senior Secured Deferrable Floating Rate
    Notes due 2022, Upgraded to A2 (sf); previously on July 10,
    2012 Baa2 (sf) Placed Under Review for Possible Upgrade

    EUR7M Class C2 Senior Secured Deferrable Fixed Rate Notes due
    2022, Upgraded to A2 (sf); previously on July 10, 2012 Baa2
    (sf) Placed Under Review for Possible Upgrade

    EUR20.65M Class D Senior Secured Deferrable Floating Rate
    Notes due 2022, Upgraded to Ba1 (sf); previously on July 10,
    2012 Ba2 (sf) Placed Under Review for Possible Upgrade

    EUR11.25M Class E Senior Secured Deferrable Floating Rate
    Notes due 2022, Upgraded to B1 (sf); previously on July 10,
    2012 B2 (sf) Placed Under Review for Possible Upgrade

    EUR10M Class O Combination Notes due 2022 (currently EUR 5.9M
    outstanding Rated Balance), Upgraded to Aaa (sf); previously
    on October 4, 2011 Upgraded to Aa3 (sf)

    EUR6M Class W Combination Notes due 2022 (currently EUR 4.1M
    outstanding Rated Balance), Upgraded to A1 (sf); previously
    on October 4, 2011 Upgraded to Baa2 (sf)

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by a Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. For Class O, the 'Rated Balance'
is equal at any time to the principal amount of the Combination
Note on the Issue Date minus the aggregate of all payments made
from the Issue Date to such date, either through interest or
principal payments. The Rated Balance may not necessarily
correspond to the outstanding notional amount reported by the
trustee.

Leopard CLO IV B.V., issued in May 2006, is a Collateralised Loan
Obligation ("CLO") backed by a portfolio of mostly high yield
European loans. The portfolio is managed by M&G Investment
Management Limited. The reinvestment period ended in February
2012. It is predominantly composed of senior secured loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect improvements of the transaction performance since the
last rating action and a correction to the rating model Moody's
used for this transaction. Moody's corrected the rating model and
put the ratings of the above tranches on review for upgrade on 10
July, 2012.

Improvement in the credit quality is observed through a better
average credit rating of the portfolio (as measured by the
weighted average rating factor "WARF") and higher proportion of
senior secured debt within the portfolio. In particular, as of
the latest trustee report dated September 2012, the WARF is
currently 2738 compared to 2813 in the August 2011 report.
Reported senior secured debt increased from 83% to 89% between
August 2011 and September 2012.

Moody's notes that the Class A notes have been paid down by
approximately 8% or EUR 20.8 million since the rating action in
October 2011. As of the latest trustee report dated September 28,
2012, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 126.50%, 116.70%,
108.95% and 105.15%, respectively, versus August 2011 levels of
126.89%, 117.71%, 110.39% and 106.77%, respectively, and all
related overcollateralization tests are currently in compliance.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 340 million,
defaulted par of EUR8 million, a weighted average default
probability of 18.37% (consistent with a WARF of 2687, a weighted
average recovery rate upon default of 46.32% for a Aaa liability
target rating, a diversity score of 40 and a weighted average
spread of 3.54%. The default probability is derived from the
credit quality of the collateral pool and Moody's expectation of
the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. For a Aaa
liability target rating, Moody's assumed that 90% of the
portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

In the process of determining the final ratings, Moody's took
into account the results of a number of sensitivity analyses:

1) Deterioration of credit quality to address the refinance and
sovereign risks -- Approximately 19% of the obligors in the
portfolio are rated B3 and below with their loans maturing
between 2014 and 2016, which may create challenges for those
obligors to refinance. Approximately 13% of the portfolio is
exposed to obligors located in Ireland, Spain and Italy. Moody's
considered a scenario where the WARF was increased to be 3153 by
forcing the credit quality on 25% of such exposure to Ca. This
scenario generated model outputs that were one to two notches
lower than the base case results.

2) Lower Diversity Score and Weighted Average Recovery Rate
Levels - Moody's also tested the sensitivity of the rated
tranches to certain key parameters. Moody's modelled a lower
diversity score of 38 and a lower weighted average recovery rate
of 44%. This scenario generated model outputs that were zero to
one notch lower than the base case results.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2014 and 2016 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Portfolio Amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio. Pace of amortization could vary significantly subject
to market conditions and this may have a significant impact on
the notes' ratings. In particular, amortization could accelerate
as a consequence of high levels of prepayments in the loan market
or collateral sales by the Collateral Manager or be delayed by
rising loan amend-and-extent restructurings. Fast amortization
would usually benefit the ratings of the notes.

2) Moody's also notes that around 51% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Further information
regarding specific risks and stresses associated with credit
estimates are available in the report titled "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009.

3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's CDOEdge
model.

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.

On 21 August 2012, Moody's released a Request for Comment seeking
market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of the notes affected by the
rating action may be negatively affected.


LYONDELLBASELL INDUSTRIES: Moody's Raises Ratings From 'Ba2'
------------------------------------------------------------
Moody's Investors Service raised its rating on the senior
unsecured debt of LyondellBasell Industries N.V. (LYB) to Baa3
from Ba2. The upgrade reflects conservative financial policies,
extremely strong financial metrics, and the declining equity
ownership by its two main shareholders who are affiliates of
Apollo Management and Access Industries. The outlook is stable.

Moody's withdrew LYB's Ba1 Corporate Family Rating, Ba1
Probability of Default Rating, the Loss Given Default assessment
on its unsecured debt and its Speculative Grade Liquidity Rating.

"The extraordinary dividend announced last month was small
relative to the company's projected cash flow for 2012 and will
still leave $2-3 billion of cash on the balance sheet at year-
end," stated John Rogers Senior Vice President at Moody's. "The
upgrade reflects our belief that management will maintain a
conservative financial profile, even though an Apollo appointee
remains Chairman of the Supervisory Board."

Ratings Rationale

The upgrade reflects LyondellBasell's recent decline in the
equity ownership by Apollo Management and the modest
extraordinary dividend announced in October 2012, which confirms
management's conservative financial policies. The Baa3 rating is
supported by LYB's size, operating diversity, extremely strong
financial metrics, leading market positions in key commodities
and a management team with a track record of conservative fiscal
stewardship in the petrochemical industry, which should provide
upside to the rating over time. In addition, the company benefits
from a low-cost feedstock position in the US, which will cause
earnings and cash flow to increase over the next several years.
The company's capital spending is increasing to expand its
ethylene capacity and restart an idled methanol plant to take
further advantage of the low-cost feedstock in the North America.
This will likely allow the company to continue to produce record
or near record earnings over the next several years.

LYB's rating is tempered by a limited operating history post-
bankruptcy, as well as concerns about its main shareholders, who
have a disproportionate representation on the supervisory board.
Moody's main concern is the large equity ownership (23%) by an
affiliate of Apollo Management and its leadership role on the
supervisory board of LYB, as well as the 14% ownership by
affiliates of Access Industries, LLC. Together Apollo and Access
have the right to appoint five of the 11 supervisory board
members. While the dual board structure (Supervisory and
Management boards) in The Netherlands limits the influence of the
Chairman, Moody's views this as a symbolic issue for a company
that wants to have a higher investment grade rating.

LYB's liquidity is also strong with a cash balance that is
expected to exceed $2 billion over the next 12-24 months plus a
largely unused $2 billion unsecured revolver, $1 billion US
accounts receivable program and a 450 million Euro accounts
receivable program. Additionally, given the refinancings that
occurred over the past year, it has no debt maturities until
2019.

The stable outlook assumes that management will continue to
maintain a conservative balance sheet with financial metrics the
far exceed the rating category. As of September 30, 2012, pro
forma for the announced special dividend, LYB had Net Debt/EBITDA
of 1.0x and Retained Cash Flow/Net Debt of 54%. A positive rating
move could be considered should the representation of its two
largest shareholders fall below 30% and an independent board
member becomes chairman. A potential upgrade assumes that
management policies and industry conditions remain supportive of
the higher rating.

Ratings upgraded:

LyondellBasell Industries N.V.

  Senior Unsecured notes to Baa3 from Ba2

Ratings withdrawn:

LyondellBasell Industries N.V.

  Corporate Family Rating

  Probability of Default Ratings

  Speculative Grade Liquidity Rating

The principal methodology used in rating LyondellBasell was
Global Chemical Industry Methodology published in December 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.

LyondellBasell Industries N.V. is one of the world's largest
independent petrochemicals companies. LYB is a leading
manufacturer of olefins, polyolefins, propylene oxide and related
derivatives; it also has a large global licensing and catalyst
business (primarily related to polyolefins production
technologies). LYB also has a refinery on the gulf coast with a
capacity of roughly 270 thousand barrels per day. LYB had
revenues of roughly $47 billion for the last four quarters ending
September 30, 2012.



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


* PORTUGAL: Passes Lenders' Sixth Quarterly Review; Risks Remain
----------------------------------------------------------------
Sergio Goncalves and Daniel Alvarenga at Reuters report that
lenders said debt-laden Portugal has passed the sixth quarterly
review of its performance under a European Union/International
Monetary Fund bailout, opening the way for payment of the next
EUR2.5 billion (GBP2 billion) tranche of the loan despite growing
economic risks.

The review, which lasted just a week, found the country was
progressing in reforming its economy and the program remained
broadly on track to allow it to again finance itself in debt
markets as planned next year, Reuters relates.

According to Reuters, Portugal's Finance Minister Vitor Gaspar
said that after the next payment the country will have received
87% of the EUR78-billion bailout.

But he said risks remained, not least from a recession in
neighboring Spain, Portugal's biggest export market, Reuters
notes.

"An emergency situation is characterized by innumerous risks and
uncertainty, denying these circumstances is unrealistic.  The
challenges we face are very demanding, they will continue to
demand sacrifices," Reuters quotes Mr. Gaspar as saying.

Mr. Gaspar, as cited by Reuters, said that Portugal was
considering a cut in corporate tax, a move which could make it
more attractive for foreign investment.  He added that planned
spending cuts of 4 billion euros in 2013-14 will be discussed
with lenders in the next review, Reuters notes.

Under the bailout, Portugal must post a budget deficit of 5% of
gross domestic product this year and 4.5 percent next year.  The
'troika' of lenders -- the European Commission, European Central
Bank and IMF -- said the outlook for the bailout plan remained
unchanged, Reuters discloses.



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


CENTROCREDIT BANK: S&P Raises Counterparty Ratings to 'B/B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long- and short-
term counterparty credit ratings on Russia-based CentroCredit
Bank JSC to 'B/B' from 'B-/C' and its national scale rating to
'ruA-' from 'ruBBB-'. The outlook is stable.

"The upgrade reflects our view that CentroCredit Bank's risk-
adjusted capital (RAC) ratio, before adjustments for
diversification, would remain comfortably above 15% over the next
18 months, supported by good internal profit generation and low
growth. We understand the bank's shareholders do not plan any
capital injections in the medium term. The amount the bank pays
in annual dividends equals the amount of dividends it receives
from investments," S&P said.

"CentroCredit Bank's earnings are volatile and dependent on the
trading volume and performance of major Russian stock indexes.
About 60% of its operating revenues came from market-sensitive
income (mostly related to securities holding and trading) during
the first nine months of 2012 under Russian accounting standards.
The volume of securities trading and margins has been declining
over the past 18 months, reducing the bank's profit generation.
Nevertheless, in the first nine months of this year, CentroCredit
Bank achieved Russian ruble RUB2.6 billion (about $87 million) in
profit under Russian accounting standards," S&P said.

S&P's ratings on CentroCredit Bank reflect its anchor of 'bb', as
well as its "weak" business position, "very strong" capital and
earnings, "weak" risk position, "below average" funding, and
"moderate" liquidity, as its criteria define these terms. The
stand-alone credit profile is 'b'.

"The stable outlook reflects our opinion that CentroCredit Bank's
business and financial profiles will remain stable over the next
12-24 months. We expect the bank to maintain very strong
capitalization over the medium term, supported by good internal
profit generation," S&P said.

"We could raise the ratings if the bank reduced its reliance on
market-sensitive and volatile income and demonstrated better
business diversification. Development of a larger and more
diverse depositor base would be positive for the ratings," S&P
said.

"We could lower the ratings if faster-than-expected growth or
lower-than-expected profitability put a strain on the bank's
capitalization, reducing our forecast RAC ratio before
adjustments for diversification to lower than 15%," S&P said.


* KEMEROVO REGION: Fitch Assigns 'BB' Long-Term Currency Ratings
----------------------------------------------------------------
Fitch Ratings has assigned Russia's Kemerovo Region Long-term
foreign and local currency ratings of 'BB', a Short-term foreign
currency rating of 'B' and a National Long-term rating of 'AA-
(rus)'.  The Outlooks for the Long-term ratings are Stable.

The ratings reflect the agency's expectations for a stabilization
of the operating balance at 8%-10% of operating revenue and
maintenance of moderate direct risk below 25% of current revenue.
However, the ratings also factor in the volatile revenue due to
the high concentration of the local economy and foreign exposure
stemming from a long-term bank loan.

Fitch notes that the maintenance of a sound operating balance at
about 12% of current revenue during two years in a row and debt
coverage ratio (direct risk/operating revenue) in line with the
average debt maturity would lead to an upgrade.  Conversely,
increasing refinancing pressure due to short-term debt growth
accompanied by a significant deterioration of budgetary
performance with margins below 5%, would lead to a downgrade.

Fitch expects the operating balance to reach about 9% in 2012
(2011: 7.5%) and stabilize at that level in 2013-2014.  January-
September 2012's budget shows deterioration in operating revenue
proceeds due to a significant cut of corporate income tax.  Fitch
expects full-year operating revenue to decline by 6% in contrast
to a 23% increase of the operating revenue in 2011.  However the
administration predicted the revenue deterioration and adjusted
operating expenditure so operating balance will not suffer in
2012.

Fitch expects Kemerovo's direct risk will increase by around
RUB2.5 billion to RUB21.6 billion by end-2012 and stabilize at
that level in 2012-2014.  This corresponds to a gradual decline
of the relative debt burden from 25% of current revenue in 2012
to 22% in 2014.  The debt coverage ratio will remain strong at
about three years in 2012-2014, in line with the region's debt
maturity profile.

The region is exposed to un-hedged foreign currency risk as about
34% of its direct risk is denominated in USD.  As of 1 October
2012 RUB7.5 billion (US$237 million) of direct risk is
represented by liabilities to Vnesheconombank
('BBB'/Stable/'F3'), which was assumed by the region in the mid-
2000s.  The annual interest rate for the outstanding debt volume
is only 1% and debt has a smooth maturity profile until 1 January
2035, which mitigates the debt servicing burden.

The region has moderate contingent risk stemming from public
sector entities' financial debt and guarantees issued.  It
accounted for RUB2.4 million at end-2011 and consisted mostly
from the previously issued guarantees for promoting economic
development.  In late 2011 the region imposed a moratorium on the
new guarantees' issuance and as of October 1, 2012 the only
outstanding one is a RUB2 billion guarantee for the local
petrochemical company.  The administration expects the guarantee
will be cancelled by the end of 2012 according to a mutual
agreement among the region, the borrower and the lender.

The regional economy features a strong industrial base dominated
by the coal and metal industries.  This provides an extensive tax
base for the region's budget and the region mostly relies on its
own budget revenue.  However, a large portion of tax revenue
depends on market conditions and the companies' business
decisions.

The Kemerovo Region is located in the Asian part of Russia, on
the border of Western and Eastern Siberia.  The region
contributed 1.7% of the Russian Federation's GDP in 2010 and
accounted for 1.9% of the country's population.



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


MAPRE SA: Fitch Rates EUR1-Bil. Senior Unsecured Notes 'BB+'
------------------------------------------------------------
Fitch Ratings has assigned Mapfre SA's EUR1 billion senior
unsecured notes a 'BB+' rating.  At the same time, Fitch has
affirmed Mapfre's Issuer Default Rating (IDR) at 'BBB-' and its
core operating subsidiaries' Insurer Financial Strength (IFS)
rating at 'BBB'.  The Outlook on the ratings is Negative.

The notes were issued on November 16, 2012 and will pay a 5.125%
coupon until maturity date in 2015.  The proceeds will at least
temporarily improve the liquidity position of Mapfre.  However,
the company has a bank facility maturing in May 2013, and Fitch
believes that Mapfre could use part of the proceeds to repay this
loan.

Fitch regards this issuance as neutral for Mapfre's current
ratings.  Although the issuance leads to an increase in financial
leverage from 27% at end-2011 to an estimated 34% on a pro-forma
basis at 9M12, Fitch believes the increase is temporary, on the
assumption that the proceeds will be used to refinance maturing
bank facilities.

Mapfre's credit fundamentals continue to be robust, as reflected
in the group's solid capital adequacy (consolidated shareholders'
funds totalling EUR7.8 billion at 9M12 compared with EUR7 billion
at end-2011) and strong underwriting performance, as measured by
a reported combined ratio of 95.3% at 9M12.

However, Mapfre's ratings continue to be closely linked to the
rating of Spain, given its holdings of Spanish debt and exposure
to the Spanish economy.  As a result, Fitch views Mapfre's IFS
ratings as capped by Spain's Long-term IDR of 'BBB'.

Mapfre's ratings would likely be downgraded if the Spanish
sovereign rating was downgraded.  The ratings could also be
downgraded if exposure to the Spanish insurance market or
sovereign debt resulted in underwriting or investment losses
beyond Fitch's current expectations.

The rating actions are as follows:

  -- Mapfre Familiar
  -- Mapfre Global Risks Cia De Seguros Y Reaseguos
  -- Mapfre Vida SA De Seguros Y Reaseguros
  -- IFS affirmed at 'BBB'; Outlook Negative

Mapfre Re Compania De Reaseguros S.A

  -- IFS affirmed at 'BBB'; Outlook Negative

Mapfre SA

  -- Long-term IDR affirmed at 'BBB-'; Outlook Negative
  -- EUR700m 5.91% subordinated debt due 2037 with step-up in
     2017 affirmed at 'BB-'
  -- EUR1bn 5.125% senior unsecured debt due 2015 assigned 'BB+'


REAL OVIEDO: Struggles to Survive; Puts Up Shares for Sale
----------------------------------------------------------
Ken Belson at The New York Times reports that efforts have been
made to rescue Real Oviedo, a soccer team in the province of
Asturias.

According to the Times, once a top-tier club, Real Oviedo tumbled
as low as the fourth division, undone by years of financial
negligence and political strife.

Players revolted after not being paid, the Times relates.  The
current owner, charged with tax evasion, is missing, the Times
discloses.  The club's tax bill of EUR1.9 million, or
US$2.4 million, is due at the end of the year, the Times notes.

So about two weeks ago, Real Oviedo sold shares in the team
online for EUR10.75, or about US$14, the Times recounts.  The
club may never rival Real Madrid or F.C. Barcelona, but the
effort, which ends Saturday, might keep it alive, the Times
states.

Fueled by Twitter messages by a British sportswriter in Spain,
fans from Britain, South America, China and elsewhere have
snapped up thousands of shares, the Times relates.  Real Oviedo
alumni playing in the English Premier League bought some and
urged fans to do the same.  Real Madrid said it would buy
EUR100,000 worth of shares, the Times notes.

By Wednesday, the team had raised about EUR1.57 million, mostly
from people who had never been to Spain, let alone seen Real
Oviedo play live, the Times discloses.  Nearly 40% of the more
than 20,000 new shareholders are from 60 countries outside Spain,
the Times says.  After the spasm of support, well-heeled
investors from Britain, Mexico and Spain are studying the club's
books to decide whether to buy stakes, the Times states.

"We are living in a remarkable moment in the history of Real
Oviedo," the Times quotes Pedro Zuazua, one of four board members
installed in July to help overhaul the club, as saying.  "We were
desperate.  We thought the club was going to disappear."


TDA 24: Fitch Downgrades Ratings on Two Tranches to 'CC'
--------------------------------------------------------
Fitch Ratings has downgraded nine and affirmed three tranches of
TDA 24 and 27.  The agency has also removed seven tranches from
Rating Watch Negative (RWN).

The downgrades reflect the continued adverse performance of the
Credifimo originated loans in these transactions as well as
Fitch's concern with the low level of recoveries observed to
date.

Fitch has also removed the notes rated above 'CCCsf' from RWN, as
it has now applied conservative assumptions on the Credifimo
assets, offsetting previous concerns that the loans may be
affected by the same non-eligibility claim in related deal
TDA 28.

To date, the performance of the Credifimo assets has been very
weak compared with the other mortgages within the pools of TDA 24
and 27.  The level of defaults (defined as loans in arrears by
more than 12 months) reported to date stands at 5.7% and 5.9% of
the total original balance of the pool, respectively.  In TDA 24,
93% of the defaulted assets were originated by Credifimo whilst
the portion in TDA 27 is 85%.

The poor credit performance of the Credifimo loans, combined with
insufficient excess spread generated has led to the depletion of
the reserve fund and now a build-up of unprovisioned defaulted
loans in both transactions (EUR18.9m in TDA 24 and EUR34.6m in
TDA 27 as of October 2012).

Moreover, across the whole series the track record for recovery
cash flows is extremely poor with no properties sold in TDA 24
and only one in TDA 27.  This increases uncertainty about the
level and timing of eventual recoveries associated with defaulted
loans.

In light of the poor performance, the ongoing legal case in
related deal TDA 28 and the limited recoveries observed thus far,
in its analysis, Fitch has taken a conservative approach in
relation to its analysis of the Credifimo portions of the
portfolios, stressing market value declines on defaulted assets
by up to 70%.

The downgrade of the senior and mezzanine notes are a direct
result of the stressed analysis Fitch has adopted as well as the
growing build-up of unprovisioned loans and the resulting
diminished credit enhancement available for the notes.

The rating actions are as follows:

TDA 24:

  -- Class A1 (ISIN ES0377952009) downgraded to 'BBsf' from
     'BBBsf'; Outlook Negative; off RWN
  -- Class A2 (ISIN ES0377952017) downgraded to 'BBsf' from
     'BBBsf'; Outlook Negative; off RWN
  -- Class B (ISIN ES0377952025) downgraded to 'CCCsf' from
     'Bsf'; Recovery Estimate 50%; off RWN
    -- Class C (ISIN ES0377952033) downgraded to 'CCsf' from
     'CCCsf'; Recovery Estimate 0%
  -- Class D (ISIN ES0377952041) affirmed at 'CCsf'; Recovery
     Estimate 0%

TDA 27:

  -- Class A2 (ISIN ES0377954013) downgraded to 'BBsf' from 'BBB-
     sf'; Outlook Negative; off RWN
  -- Class A3 (ISIN ES0377954021) downgraded to 'BBsf' from 'BBB-
     sf'; Outlook Negative; off RWN
  -- Class B (ISIN ES0377954039) downgraded to 'Bsf' from 'BBsf';
     Outlook Negative; off RWN
  -- Class C (ISIN ES0377954047) downgraded to 'CCCsf' from
     'Bsf'; Recovery Estimate 50%, off RWN
  -- Class D (ISIN ES0377954054) downgraded to 'CCsf' from
     'CCCsf'; Recovery Estimate 0%
  -- Class E (ISIN ES0377954062) affirmed at 'CCsf'; Recovery
     Estimate 0%
  -- Class F (ISIN ES0377954070) affirmed at 'CCsf'; Recovery
     Estimate 0%



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


PETROPLUS HOLDINGS: France, Libya Fund May Invest in Normandy
-------------------------------------------------------------
Reuters reports that France could co-invest alongside Libya's
sovereign wealth fund if the wealth fund takes over insolvent
Swiss refiner Petroplus Holdings AG's plant in Normandy, industry
minister Arnaud Montebourg said.

Reuters says Mr. Montebourg, keen to secure a rescue of the Petit
Couronne plant, the oldest refinery in France, headed last week
to Libya with French foreign minister Laurent Fabius.

Reuters relates that in an interview in Sunday newspaper Le
Journal du Dimanche, Mr. Montebourg highlighted the fact that
Libya's sovereign wealth fund had expressed interest in the
refinery in Normandy, northwest France, which was put under legal
protection after its Swiss-based owner Petroplus filed for
insolvency last year.

"Our (French) Strategic Investment Fund could get involved
alongside as a minority partner in viable projects," Reuters
quotes Mr. Montebourg as saying.

Several potential rescuers have expressed interest in the Petit
Couronne refinery, including Hong-Kong-based Alafandi Petroleum
Group (APG) and NetOil, a group led by Middle Eastern businessman
Roger Tamraz, the news agency notes.

Other candidates are Jabs Gulf Energy Ltd, an Iraqi company owned
by Abu Dhabi's Hanna Al Shaikh Group, Iran's Tadbir Energy
Development Group (TEDG), Swiss consortium Activapro AG, and
Terrae International SA, another Swiss company, Reuters
discloses.

                         About Petroplus

Based in Zug, Switzerland, Petroplus Holdings AG is one of
Europe's largest independent oil refiners.

Petroplus was forced to file for insolvency in late January after
struggling for months with weak demand due to the economic
slowdown in Europe and overcapacity amid tighter credit
conditions, high crude prices and competition from Asia and the
Middle East, MarketWatch said in a March 28 report.

According to MarketWatch, Petroplus said in March a local court
granted "ordinary composition proceedings" for a period of six
months. As part of the court process, Petroplus intends to sell
its assets to repay its creditors.

Some of Petroplus' units in countries other than Switzerland have
filed for "different types of proceedings" and are currently
controlled by court-appointed administrators or liquidators,
which started the process to sell assets, including the company's
refineries.



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


CORPORATE INVESTMENT: Fitch Affirms B' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Ukraine-based PJSC
Corporate Investment Bank Credit Agricole's (CIBCA) ratings,
including its Long-term foreign currency Issuer Default Rating
(IDR) of 'B'.  At the same time, Fitch has assigned Ukraine-based
PJSC Credit Agricole Bank (CAB) a Long-term foreign currency IDR
of 'B' with a Stable Outlook and a Viability Rating (VR) of 'b'.

Rating Action Rationale and Drivers

CIBCA's ratings have been affirmed and withdrawn as the entity no
longer exists following its merger into CAB on November 19, 2012.

CAB's IDRs, National and Support Ratings are underpinned by
Fitch's view of the probability of support from the bank's
ultimate parent, Credit Agricole S.A. (CASA; 'A+'/Negative).  In
assessing potential support, Fitch takes into account CASA's full
ownership of CAB, the common branding, considerable management
integration, the track record of previous capital and liquidity
support, and the relatively small size of the subsidiary.  At the
same time, Fitch classifies CAB as a subsidiary of 'limited
importance' to CASA, given that Ukraine is not a target market
for the parent and CASA does not have a significant franchise in
emerging Europe as a whole.

Ukraine's Country Ceiling ('B'), which reflects transfer and
convertibility risks, limits the extent to which support from
CASA can be factored into CAB's Long-term foreign currency IDR,
while its Long-term local currency IDR of 'B+' also takes into
account Ukrainian country risks.

CAB's VR reflects the bank's solid financial metrics, the low-
risk nature of the bank's business with group clients and Fitch's
base case expectation of only moderate UAH depreciation and a
pick-up in economic growth from 2013.  At the same time, the VR
takes into account the still relatively high-risk operating
environment, the history of losses on CAB's local business and
potential cyclicality of future performance, and significant
balance-sheet dollarization.

CAB's asset quality was superior to most Ukrainian peers, with
non-performing loans (NPLs; more than 90 days overdue) accounting
for 3.8% of the total combined portfolio at end-Q312, while
restructured/extended exposures made up a further 3.5%.  Foreign-
currency loans represented around 39% of the combined loan book
at end-Q312.  Fitch estimates that around 30% of the combined
loan book was formed by the operations with group clients and
such exposures were mostly parent-bank guaranteed.

The bank's liquidity position was comfortable and a cushion of
liquid assets (cash and equivalents and net short-term interbank
placements), together with an unused credit line from the parent
covered 29% of customer accounts at end-10M12.

Management estimates that the combined bank would have reported a
regulatory capital adequacy ratio of 18.6% at end-Q312.  Fitch
estimates that this would have enabled the bank to increase its
loan impairment reserves up to 13% of loans without breaching the
minimum 10% regulatory capital requirement, which is comfortable
relative to current loan impairment, but moderate given past
impairment and the vulnerable macroeconomic environment.

As result of the merger, CAB's assets increased to approximately
UAH12bn from UAH8.3bn at end-Q312.  Before the merger, CIBCA had
been focusing on servicing large multinational corporates in
Ukraine, which are global clients of the parent bank.  This
business has been highly profitable, and should strengthen CAB's
internal capital generation.  Before the merger, CAB focused
mainly on servicing local clients, and was loss-making through
the crisis.

Rating Sensitivities

The bank's IDRs and Support Rating are currently constrained by
the Country Ceiling and Ukrainian country risks more generally,
and any change in these ratings would likely be driven by changes
in the sovereign rating.  Should CASA decide to exit the
Ukrainian market and sell CAB (not anticipated at present), the
Support Rating and Long-term local currency IDR could be
downgraded.

A significant improvement in the operating environment and marked
reduction in country risks, coupled with a favorable performance
track record of the merged bank, could create scope for an
upgrade of the VR.  A marked deterioration in asset quality
causing a significant weakening of the bank's capital position
could generate downward pressure on the VR.

The rating actions are as follows:

The following ratings of CIBCA were affirmed and withdrawn:

  -- Long -term foreign currency IDR: 'B', Outlook Stable
  -- Long -term local currency IDR: 'B+', Outlook Stable
  -- Short-term foreign and local currency IDRs: 'B'
     Support Rating: '4'
  -- National Long-term rating: 'AAA(ukr)', Outlook Stable

The following ratings have been assigned to CAB:

  -- Long -term foreign currency IDR: 'B', Outlook Stable
  -- Long -term local currency IDR: 'B+', Outlook Stable
  -- Short-term foreign and local currency IDRs: 'B'
     Support Rating: '4'
  -- National Long-term Rating: 'AAA(ukr)', Outlook Stable
  -- Viability Rating: assigned 'b'



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


ANNINGTON LTD: Moody's Assigns 'B1' CFR; Rates Notes '(P)Caa1'
--------------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating (CFR) of B1 and probability of default rating (PDR)
of B3 to Annington Limited. In addition, the agency has assigned
a provisional (P)Caa1 rating to the proposed GBP500 million PIK
toggle notes maturing in 2022, to be issued by Annington Finance
No. 5 plc.

The PIK notes will be (1) guaranteed by the Issuer's immediate
parent company, Annington Homes Limited (AHL), and AHL's parent
company, Annington Ltd; (2) secured via share pledges of the
Issuer and AHL and sister companies Annington Rentals (Holdings)
Ltd (ARHL), Annington Developments (Holdings) Ltd (ADHL) and
Annington Subsidiary Holdings Ltd (ASHL); and (3) secured by a
first-ranking security interest in the proceeds loan from the
Issuer to AHL. The outlook on the ratings is stable.

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

Ratings Rationale

Annington Ltd. is a newly formed intermediate holding company
within the Annington corporate group. Consolidated accounts,
historically reported by Annington Holdings plc, will in future
be reported by Annington Ltd. with what Moody's understands to be
non-material differences. Annington Ltd.'s CFR is underpinned by
the core business of the corporate group -- a large, granular
portfolio of residential properties located largely in southern
England where occupier demand and house prices are the highest in
the country. Consolidated total assets were reported at GBP4.84
billion at financial year-end March 31, 2012. Rental income from
the core business is secure and stable; it is derived from the
long lease (999 years) and leaseback (200 years) transaction
completed between the UK Ministry of Defence (MoD) and Annington
in 1996. The lease agreement allows for rents to grow in line
with estimated market rents but are then subject to a contractual
discount. Leases on any of the properties can be terminated
("released") by the MoD with six months notice at which time the
freehold interest to these properties is handed back to
Annington. However, due to rent being payable at a discount, the
housing stock has greater value with the benefit of vacant
possession. Annington has a track record of consistently
refurbishing and selling "released" homes at a profit, achieving
sales prices close to market value. In addition, asset values
over the long term have benefited from the favorable supply and
demand imbalance in the UK housing market, particularly within
its market niche which is for affordable homes and first time
buyers.

Annington Ltd.'s activities are not widely diversified but
include two other smaller related businesses: ARHL, which owns
and manages a smaller portfolio of residential investment
properties that are leased to private individuals and Housing
Associations at market rent; and ADHL, which redevelops some of
the larger sites released from the MoD, largely in joint venture
with external business partners.

Annington Ltd.'s CFR is constrained by an aggressive financial
policy, illustrated by the quantum and purpose of the PIK notes,
which is to part-finance the buy-back of Nomura's shareholding in
Annington. The group's financial policy has already led to very
weak overall fixed charge coverage, as measured by adjusted
EBITDA/gross interest expense (including amortization of the
discount from the zero-coupon bonds) plus ground rents estimated
at 0.6x for the first half-year to 30 September 2012 and 0.5x for
the financial year 2011/12. Another contributing factor to the
weak coverage is the fine yield produced by its low-risk
residential investments.

ARHL has c. GBP124 million outstanding debt at September 30,
2012, secured by its property assets with interest payable in
cash. However, the group's core business (held in ASHL) raised
finance through a whole business securitization (WBS), with WBS
debt reported in the accounts at GBP2.1 billion at September 30,
2012. The WBS cannot cash pay all its interest expense due to the
high level of indebtedness relative to income and cash flow
generation. This has been accommodated with the issuance of zero-
coupon bonds for a portion of the WBS debt. The proposed PIK
toggle notes to be issued by Annington Finance No. 5, a company
external to the WBS, are forecast to accrue rather than pay
interest for at least the next five years.

In addition, leverage as measured by adjusted net debt/recurring
EBITDA was extremely high at c. 30.7x for the 2011/12 financial
year ending March 31, 2012 compared to 16.5x for 2010/11 - the
difference being largely due to a GBP79 million fair value write
down of interest rate swaps in 2011/12. At September 30, 2012,
Annington Ltd.'s effective leverage, as measured by adjusted
consolidated debt/ total assets, was moderate at c. 48%; but
following the issuance of the PIK, pro forma effective leverage
is estimated to rise immediately to a much higher level of c. 59%
(all data and ratios as adjusted by Moody's).

Annington Ltd.'s B3 PDR is two notches lower than the B1 CFR,
given the rating agency's view of a higher than average recovery
rate in the event of default. In Moody's opinion, there is a high
degree of refinancing risk at maturity. The amount of PIK notes
outstanding at maturity will depend on the level of interest
accrued. This in turn will be a function of the volume of
property releases from the MoD and management's ability to
continue realising close to the portfolio's fair value with the
benefit of vacant possession (reported as 98% on an historic
average basis since 2000 by Annington) , thus raising additional
cashflow to service debt. However, should an event of default
result in the disposal of group's assets, by virtue of their
valuation and the quality of the MoD as tenant of the core
business, this would be likely to support higher than average
recovery levels on the PIK toggle notes than would usually be
experienced by creditors under such circumstances.

The PIK notes (P) Caa1 instrument rating has been notched down
from the CFR to reflect its subordinated status. A contractual
restricted group for the PIK issuance will be created that
includes its immediate parent AHL and sister companies ARHL, ADHL
and ASHL. (ASHL is the holding company of the WBS). The PIK notes
will be secured only by the proceeds loan from the Issuer to AHL
and a charge on the shares of the above-mentioned members of the
restricted group. The PIK notes will not be collateralized by a
charge on any of the restricted group's assets. In the event of
default, any recovery made by the PIK note holders will be
effectively and structurally subordinated to the claims of
investors in the WBS notes and lenders of ARHL and its
subsidiaries' secured banking facilities.

The group's liquidity is supported by the strong cash flow
generated from the rental income of its core business and
management's reported track record in selling released assets at
an average of 98% of value with the benefit of vacant possession.
Liquidity is adequate for the next 12 to 18 months insofar as the
WBS has been enhanced by liquidity facilities to avoid payment
default and the financing structure contains zero-coupon bonds,
thereby enabling rental income from the MoD to cover all
contractual debt servicing. In addition, the PIK toggle notes can
accrue interest if cashflow from future MoD releases is
insufficient to cash pay. Furthermore, ARHL's secured cash pay
bank loans are set at levels that can be serviced by ARHL income.
Headroom under ARHL's bank loans leverage and interest cover
covenants is adequate at present, with the minimum headroom for
any one covenant at 30 September 2012 at around 17%.

The stable rating outlook assumes that over time Annington Ltd.'s
fixed charge coverage will trend towards 1.0x, liquidity will
remain adequate on a forward-looking basis of 12 to 18 months,
including but not limited to adequate headroom under the group's
various financial covenants.

What Could Change The Rating UP/DOWN

Although unlikely in the near term, upward pressure on the rating
could arise when Annington Ltd.'s leverage materially declines
enabling it to cash pay the interest expense on the PIK notes on
a sustainable basis.

Negative pressure on the rating could arise if any of the
companies outside or within the restricted group of the WBS issue
debt or their assets suffer from a decline in fair market value
such that Annington Ltd.'s adjusted debt/total assets trends
towards 70%, which in turn decreases the notes' estimated
recovery given default as well as increasing refinancing risk
beyond current expectations. A deterioration in credit quality of
the WBS could also result in negative pressure on the rating.
Negative pressure could also arise if (1) interest cover does not
gradually improve towards 1.0x; or (2) any liquidity challenges
develop that are not adequately addressed.

Principal Methodology

The principal methodology used in rating Annington Ltd was
Moody's Approach for REITs and Other Commercial Property Firms
Industry Methodology published in July 2010.

Established in 1996, Annington is an unlisted property investment
group that primarily owns around 40,000 residential units leased
to the UK's Ministry of Defence and reported consolidated total
assets of GBP4.84 billion at financial year-end 31 March 2012.


ATH RESOURCES: Faces Major Restructuring After Bank Debt Deal
-------------------------------------------------------------
Perry Gourley at The Scotsman reports that and employees at ATH
Resources have been warned that a major restructuring of the
business is needed after a turnaround specialist on Sunday bought
some of its bank debt.

ATH said that a fund controlled by turnaround specialist Better
Capital had acquired part of the banking facilities held by HSBC
and Clydesdale Bank, the Scotsman relates.

According to the Scotsman, the board has been told that a
"comprehensive review and restructuring" of the group's business
will now be required.

Given the existing level of liabilities in the company, which
operates mines in Ayrshire, Dumfries and Galloway and Fife, it is
likely existing shareholders will see the value of their stakes
wipes out, the Scotsman says.

ATH added that following completion of the review the Better
Capital fund may be prepared to inject new capital into a
restructured business, the Scotsman notes.

As reported by the Troubled Company Reporter-Europe on Nov. 20,
2012, the Scotsman related that last month, the company's future
was thrown into doubt after it called in Deloitte to look at
options including restructuring or a sale of the business.
Better Capital, founded by high-profile venture capitalist Jon
Moulton, said its fund had committed 15 million to the special
purpose vehicle used to acquire ATH's banking facilities, the
Scotsman disclosed.

ATH Resources is a Doncaster-based coal miner.  The company
employs more than 300 people at its five Scottish open cast
mines.


COMET: 735 More Jobs Axed Following Administration
--------------------------------------------------
Andrea Felsted at The Financial Times reports that a further 735
jobs are being lost at Comet, bringing the total number of losses
to more than 1,000 since the company went into administration
three weeks ago.

According to the FT, Deloitte, the company's administrator, said
the redundancies would be in the company's head office, central
functions and across its home delivery network.

About 600 employees are being laid off from the home delivery
network, which operates from 12 UK hubs, the FT discloses.
Deloitte, as cited by the FT, said that the network would
continue to operate but with a significantly reduced workforce.

The remaining redundancies are at Comet's head office and support
functions, the FT notes.  This includes 57 at Rickmansworth,
Hertfordshire; 17 in Hull; and 56 employees from the call center
in Clevedon, North Somerset, the FT states.

Just over a week ago, Deloitte announced it was making 330 Comet
employees redundant, the majority at the head office and in
central functions such as finance and marketing, the FT recounts.

The administrator said there had been no redundancies yet at the
chain's stores, the FT relates.

However, it confirmed on Saturday that up to 41 stores faced the
possibility of closure by the end of November, the FT recounts.

"The administrators will look to redeploy staff from any stores
that close to other stores nearby, but there will inevitably be
redundancies among the 869 full-time and part-time employees who
work in these 41 stores," the FT quotes Deloitte as saying.

Comet is an electrical chain.


FOXSTONE CARR: High Court Winds Up Carbon Credit Company
--------------------------------------------------------
Foxstone Carr Limited, a London company which markets carbon
credits and precious metals to the public as investment
opportunities, has been wound up in the High Court on grounds of
public interest, for making misleading statements to attract
potential customers. The court order follows an investigation by
The Insolvency Service.

Foxstone Carr Limited was initially based at the former trading
address of Tullett Brown Limited, which was itself wound up in
June 2012, for similarly mis-selling investment opportunities to
the public.

More recently, Foxstone Carr Limited was based at 2nd Floor, 63
Curzon Street, Mayfair, London, W1J 8PD. Its website --
http://www.foxstonecarr.co.uk-- was registered to Tullett Brown
Limited.

In addition, the company employed sales staff who previously
worked for Tullett Brown Limited, who used the same cold-calling
methods and raised over GBP400,000 from customers through the
sale of carbon credits at a mark up of up to 245%.

The company claimed the market in carbon credits had grown by
nearly 60% in the past year and that the investment opportunity
was a "no brainer" with "guaranteed returns".

Welcoming the Court's decision, Company Investigations Supervisor
Chris Mayhew said: "The company fleeced the public with their
bogus guarantees about investment opportunities and returns.

"The only return guaranteed was back to the High Court following
the winding up of Tullett Brown.

"The Service is determined to do all it can to protect the public
from rogue companies as this judgement shows.

"I would urge people cold called not to be pressured into
something you are unsure of and to simply say 'thanks, but no
thanks' to cold calling conmen promising instant riches".

The grounds for winding up the company were trading with a lack
of commercial probity by making misleading and unfounded
statements to induce potential investors to purchase carbon
credits and its breach of the Companies Act 2006 and the
Companies (Trading Disclosures) Regulations 2008 by failing to
display its registered name at its registered office.

The petition to wind up the company was presented in the High
Court on Sept. 13, 2012, under the provisions of section 124A of
the Insolvency Act 1986 following confidential enquiries carried
out by Company Investigations under section 447 of the Companies
Act 1985, as amended. The petition was unopposed.


GLOBAL NEUTRAL: Placed Into Provisional Liquidation
---------------------------------------------------
Global Neutral Ltd has been ordered into provisional liquidation
following a petition presented by the Secretary of State for
Business, Innovation & Skills to wind up the company in the
public interest.

The petition was issued following confidential enquiries carried
out by Company Investigations, part of the Insolvency Service.

The Official Receiver has been appointed by the High Court as
provisional liquidator of the company on the application of the
Secretary of State. The role of the Official Receiver is to
protect the assets and financial records of the company pending
determination of the petition.

The provisional liquidator also has the power to investigate the
affairs of the company insofar as it is necessary to protect its
assets including any third party or trust money or assets in the
possession of or under the control of the company.

As the matter is before the court no further information will be
made available until the petition is determined. The petition is
listed for hearing on Jan. 30, 2013.

The Official Receiver was appointed provisional liquidator of the
company by Mr. Justice Warren on Nov. 8, 2012.

Global Neutral Ltd was a carbon credit company.


HAMPSON INDUSTRIES: Put Into Administration After Failed Sale
-------------------------------------------------------------
Reuters reports that Hampson Industries Plc, which has been
struggling with a heavy debt load, confirmed the company has been
placed into administration on Monday afternoon.

According to Reuters, the administration is not expected to
result in there being any value remaining for the company's
shareholders

Reuters relates that on Monday the company said it planned to
appoint administrators, less than four months after it terminated
a sale process.

The company put itself on the block in February but warned that
the sale process was likely to result in little or no value to
the company's shareholders, Reuters recounts.

Hampson terminated the sale process and suspended trading in its
shares in July after talks with several parties failed to yield a
satisfactory offer, Reuters discloses.

At the time, the company said it was reviewing the options it had
left, including hiving off its U.S. and non-U.S. operations, with
the backing of its lenders, Reuters notes.

Hampson Industries Plc supplies tools and components to
planemakers Airbus and Boeing Co.


HEART OF MIDLOTHIAN: Club Faces Winding Up Order Over Unpaid Tax
----------------------------------------------------------------
STV reports that Heart of Midlothian FC faces a winding up order
from HM Revenue and Customs over an unpaid GBP450,000 tax bill.

According to the report, the tax authority presented a petition
to the Court of Session in Edinburgh to place the SPL club owned
by Vladimir Romanov into liquidation earlier this month.

It is understood that the Tynecastle club is facing the action
from HMRC over unpaid PAYE and National Insurance dating back
several months, which is separate from their ongoing troubles
with the tax authority, the report says.

STV relates that the club said it is "endeavouring to agree a
suitable payment plan with HMRC for the outstanding amount of
GBP449,692.04." In a statement, it added: "It should be made
clear that this has only recently been presented to Heart of
Midlothian," the report relays.

STV says the latest dispute with the tax authority comes as
Hearts are challenging a GBP1.75 million bill at the First Tier
Tax Tribunal relating to players loaned to the club by Lithuanian
club FBK Kaunas, which is also owned by Mr. Romanov.

HMRC presented the petition to the court on November 1 and Hearts
have eight days to respond starting from this Tuesday, when the
notice of the winding up order was published in the Edinburgh
Gazette, STV discloses.

Heart of Midlothian plc, more commonly known as Hearts, is a
Scottish football club from Edinburgh who currently plays in
the Scottish Premier League.


LLOYDS BANKING: Sells Distressed Irish Portfolio at 90% Discount
----------------------------------------------------------------
Gareth Mackie at The Scotsman reports that Lloyds Banking Group
has agreed to sell a portfolio of Irish commercial real estate
loans for a tenth of their face value.

According to the Scotsman, the bank, which is 40% owned by the
taxpayer, said US private equity firm Apollo Global Management
will pay GBP149 million in cash for the loans, which were valued
at GBP1.47 billion.

However, the group said the sale of the portfolio -- which
generated losses of GBP202 million last year -- is not expected
to have a material impact on its finances because it has already
made "significant impairment provisions" against it, the Scotsman
notes.

                  About Lloyds Banking Group PLC

Lloyds Banking Group plc -- http://www.lloydsbankinggroup.com/--
is a financial services group providing a range of banking and
financial services, primarily in the United Kingdom, to personal
and corporate customers.  The Company operates in four segments:
Retail, Wholesale, Wealth and International, and Insurance. Its
main business activities are retail, commercial and corporate
banking, general insurance, and life, pensions and investment
provision.  It also operates an international banking business
with a global footprint in over 30 countries.


MWB GROUP: Deloitte Appointed as Administrators
-----------------------------------------------
Phil Bowers and Neville Kahn of Deloitte LLP have been appointed
Joint Administrators to MWB Group Holdings Plc following a
resolution of the Board of directors.

The Joint Administrators will be exploring the options for
realising value in the Company's investment in MWB Business
Exchange and any other assets held by the Company.

Phil Bowers, Joint Administrator and restructuring services
partner at Deloitte, commented: "The administration appointment
is to MWB Group Holdings only and does not impact on the ongoing
operation of its trading subsidiaries, including Malmaison Group
and the MWB Business Exchange Group, the second largest serviced
office provider in the UK. All trading subsidiaries of the Group
continue to run as normal."

MWB Malmaison Holdings Limited and its subsidiaries, together own
and operate the Malmaison and Hotel du Vin hotel chains, and MWB
Business Exchange plc and its subsidiaries, together own and
operate the Business Exchange serviced offices business.


NORTH YORKSHIRE: Members' Payout on the Way
-------------------------------------------
itv.com reports that payments are on the way to thousands of
members of North Yorkshire Credit Union.  The Financial Services
Compensation Scheme (FSCS) said payments are in the post to
almost 5,000 people, itv.com says.

According to the report, credit union records show 4,860 people
are North Yorkshire Credit Union members.  "FSCS will pay all
remaining members for whom we have sufficient information within
the next few days," FSCS said.

Kate Bartlett, FSCS Director of Operations, said "the FSCS
protects people when authorised financial services firms go bust.
So I'm pleased to confirm FSCS payments are on the way to members
of the North Yorkshire Credit Union. It is good news for their
members. Your payment is in the post."

North Yorkshire Credit Union (NYCU) is a not-for-profit financial
co-operative.  It had its offices on Holgate Road, York.  NYCU
was initially formed in 2006 and was open to anyone who lives,
studies or volunteers on a regular basis in York or in the county
of North Yorkshire.  It was owned and controlled by approximately
5,000 members with investments totalling around GBP1.9 million.

NYCU was placed into liquidation following an order of the High
Court on Oct. 31, 2012, with Kevin Murphy and Richard
Toone from Chantrey Vellacott DFK appointed liquidators.


OLD SCHOOL: Nursery Closes Doors; 11 Staff Loses Jobs
-----------------------------------------------------
Tim Healy at Leicester Mercury reports that staff and parents
said they are owed thousands of pounds after the sudden closure
of Old School Nursery.

Eleven members of staff lost their jobs at the Old School
Nursery, in Kibworth, when the owners closed the nursery at short
notice.

The sudden closure left parents of 52 children desperately
looking for alternative care.

According to the report, staff said they are owed wages and
severance money and parents said they have paid in advance for
care their children will not receive.

The nursery was closed on November 2.

Old School Nursery is a day nursery.



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


* Banks Need Not Be Saved From Insolvency, ECB's Weidmann Says
--------------------------------------------------------------
Stefan Riecher at Bloomberg News reports that European Central
Bank Governing Council member Jens Weidmann said banks shouldn't
necessarily be saved from insolvency if they're in trouble.

There shouldn't be "a guarantee for existence," Bloomberg quotes
Mr. Weidmann, who also heads Germany's Bundesbank, as saying on
Monday in a speech in Frankfurt.

According to Bloomberg, Mr. Weidmann said that to fight the debt
crisis in the euro area, the plan for a single banking supervisor
should be flanked by centralized budget controls.


                            *********

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, 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 * * *