TCREUR_Public/130829.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, August 29, 2013, Vol. 14, No. 171

                            Headlines

C R O A T I A

INGRA: HANFA Initiates Pre-Bankruptcy Proceedings


C Z E C H   R E P U B L I C

* Czech Republic Outperforms LatAm Counterparts, Moody's Says


G E R M A N Y

EUROMAX VI: Fitch Affirms 'C' Ratings on Four Note Classes
HESS AG: Nordeon Takes Over Business Operations


P O L A N D

CENTRAL EUROPEAN: Suspends Filing of Reports With U.S. Regulator
POLIMEX-MOTOSTAL: Lighthouse Files Bankruptcy Petition in Warsaw
POLIMEX-MOTOSTAL SA: Intesa Invokes Guarantee in Romanian Unit
* Poland Outperforms LatAm Counterparts, Moody's Says


R U S S I A

* SAMARA CITY: Fitch Affirms ST Foreign Currency Rating at 'B'
* Moody's Notes Stable Performance of Russian RMBS in June 2013


S P A I N

NATRA SA: Creditors Agree on Loan Repayment Extension
PESCANOVA SA: Major Shareholder Wants to Cut Number of Directors


U N I T E D   K I N G D O M

AA BOND CO: S&P Affirms 'BB' Rating on Class B Notes
HD ADMINISTRATORS: FSCS Mulls Compensating Clients
I-TRACK NETWORKS: Goes Into Liquidation
MOSHEN LTD: Chief Suspended; Set to Call Insolvency Experts
PRO SERV CORPORATE: Taylor Shaw Buys Firm Out of Administration

RAILCARE: Jobs Secured as Administrators Agree Sale


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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C R O A T I A
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INGRA: HANFA Initiates Pre-Bankruptcy Proceedings
-------------------------------------------------
SeeNews reports that Ingra said Croatian financial regulator,
HANFA, initiated on Tuesday pre-bankruptcy proceedings against
the company.

According to SeeNews, Ingra said in a filing to the Zagreb bourse
that HANFA scheduled the first hearing for October 11 and invited
all Ingra's creditors to report their claims they have with the
company.

Ingra is a Croatian blue-chip civil engineering company.



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C Z E C H   R E P U B L I C
===========================


* Czech Republic Outperforms LatAm Counterparts, Moody's Says
-------------------------------------------------------------
The Czech Republic and Poland are rated three notches higher than
their Latin American (LatAm) counterparts, Mexico and Brazil,
despite sharing very similar economic and fiscal indicators. This
rating gap is largely explained by the quality of the countries'
institutional framework and governance, says Moody's Investors
Service in a new Special Comment entitled "Czech Republic And
Poland: 'Institutional Premium' Leads to Rating Gap with LatAm
Peers."

Moody's notes that just like their LatAm peers, the Czech
Republic and Poland are the largest economies within their
region. The largest (Poland and Brazil) and second largest (Czech
Republic and Mexico) economies in their respective regions share
similar metrics in terms of wealth and the openness of the
economy. Moreover, the Czech Republic and Mexico also have
similar general government debt metrics, while Poland and Brazil
share comparatively higher debt levels than their smaller
regional counterparts. Overall, these indicators would appear to
point to similar credit profiles.

However, Moody's says that both the Czech Republic and Poland
outperform their LatAm peers on a range of institutional strength
indicators like the Human Development Index, Corruption
Perceptions Index and the World Bank Governance Indicators. This
has been supported by the EU accession process, with the
associated technical assistance and funding for public-sector
reform facilitating a comprehensive overhaul of CEE countries'
institutions.

Moody's notes that, to compensate for weaker governance
indicators, LatAm sovereigns have sought to introduce
institutional arrangements, such as fiscal rules to enhance
policy continuity, transparency and predictability.
Notwithstanding Mexico's comparatively lower level of
institutional strength, over the past year a series of major
reforms have been debated and passed by the new government. This
renewed commitment to enacting legislation to enhance potential
output growth rates, if fully implemented, is likely to help
narrow the economic and institutional development gap between
Mexico and its CEE counterparts.



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


EUROMAX VI: Fitch Affirms 'C' Ratings on Four Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed Euromax VI ABS Ltd's notes, as
follows:

Class A (XS0294719082): affirmed at 'CCCsf'
Class B (XS0294720171): affirmed at 'CCsf'
Class C (XS0294720338): affirmed at 'Csf'
Class D (XS0294720841): affirmed at 'Csf'
Class E (XS0294721146): affirmed at 'Csf'
Class G (XS0294722201): affirmed at 'CCsf'
Class H (XS0294722896): affirmed at 'Csf'

Key Rating Drivers

The affirmation reflects levels of credit enhancement (CE)
commensurate with the ratings. Although the credit quality of the
portfolio has deteriorated since the last review in September
2012, the increase in CE for the class A and B notes has offset
this deterioration. CE for the class A notes has increased to
35.7% from 32% as of the last annual review in September 2012,
and for the class B notes to 18.4% from 17.9%.

Over the past year, the underlying portfolio has experienced a
negative migration of ratings towards 'CCsf' and 'Csf' ratings.
Assets rated 'CCsf' or below have increased since September 2012
to 28.3% of the outstanding portfolio balance and the balance of
assets rated 'Csf' has increased to 12.7% from 3.8%. The lowest
rated assets are mainly German CMBS and to a lesser extent, SF
CDOs.

The portfolio is mainly concentrated in RMBS and CMBS assets,
which represent 49.5% and 42.3% of the balance, respectively, and
residually in SF CDO, corporate CDO and commercial ABS. The vast
majority of the assets are mezzanine with tranche thickness below
10%. Consequently, recoveries are expected to be low.

All the over-collateralization tests have failed since 2009 and
have deteriorated since then. Consequently the excess spread is
being used to repay the class A notes. The interest coverage test
is passing. While the class A and B notes are paying interest on
a timely basis, the class C, D and E notes have been accumulating
deferred interest since H209 and Fitch does not expect this
situation to change.

Euromax VI ABS Ltd (the issuer) is a cash arbitrage
securitization of structured finance assets.

Rating Sensitivities

The ratings of the notes are already at distressed levels and
therefore a further deterioration of the portfolio is unlikely to
affect the ratings.


HESS AG: Nordeon Takes Over Business Operations
-----------------------------------------------
Hess AG on Aug. 23 disclosed that Nordeon takes over all assets
necessary for the continuation of business operations of Hess AG
at the site in Villingen-Schwenningen by way of an asset deal
effective October 1, 2013.  The asset deal is based on the future
concept for Hess GmbH Licht+Form mutually developed and
implemented by the insolvency administrator Dr. Volker Grub and
the management of Hess AG.  Further, the sales company of Hess
located in Scandinavia as well as the production site
and sales of Hess in the USA are being taken over.  The working
relationships of about 180 Hess employees in total are being
continued.

Hess invests a great deal in the development of energy-efficient
lighting products and concentrates on meeting all requirements
for lighting design in the public space as well as for the indoor
and outdoor illumination of objects with a wide range of design-
oriented luminaires.  The product portfolio is completed by
premium street and site furnishings.  Nordeon is an
internationally positioned company based in the Netherlands and
with sites in Germany and France.  The company was founded in
October of 2012 as part of a spin-off from Philips in Springe and
expanded as early as two months later through acquiring the
Philips production site in France.  A further step in growth was
taken in March of this year acquiring Vulkan GmbH, which then
belonged to the Hess group.

By taking over Hess, Nordeon significantly extends its product
line in the range of outdoor lighting and continues its growth
strategy at the same time.  Accordingly pleased is Pierre van
Lamsweerde, CEO of the Nordeon group: "Hess is a world-wide known
and prestigious brand and has a high reputation especially
concerning the design and the quality of the luminaires.  We are
further strengthening our range of outdoor lighting through this
acquisition.  We are now in the position to offer technical-
functionally as well as decorative outdoor lighting of high
quality from a single source. Likewise, Hess further reinforces
our production focused on Europe".  Insolvency administrator
Dr. Volker Grub is also more than satisfied: "With the strategic
investor Nordeon, we have found an ideal solution for Hess."  And
Andreas R. Budde, Managing Director of Hess AG, continues: "An
ideal solution that maintains jobs on the one hand and ensures
the long-term continuation of the company on the other
hand."

Hess AG is a German street light maker.



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P O L A N D
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CENTRAL EUROPEAN: Suspends Filing of Reports With U.S. Regulator
----------------------------------------------------------------
Central European Distribution Corporation filed a Form 15 with
the U.S. Securities and Exchange Commission to voluntarily
terminate the registration of its common stock, US$0.01 par
value.  No holder of the Company's common shares as of Aug. 13,
2013.  As a result of the Form 15 filing, the Company will not
anymore be obligated to file reports with the SEC.

The Company also terminated the offering of its securities under
2007 Stock Incentive Plan.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.  CEDC's Plan, which won approval from the
U.S. Bankruptcy Court for the District of Delaware on May 13,
2013, was declared effective on June 5.


POLIMEX-MOTOSTAL: Lighthouse Files Bankruptcy Petition in Warsaw
----------------------------------------------------------------
Maciej Martewicz at Bloomberg News reports that Polimex-Mostostal
SA in a filing said Lighthouse Consultants filed for its
bankruptcy in Warsaw court.

According to Bloomberg, the company is in talks with Lighthouse
and plans "legal steps" that would lead to withdrawing the
motion.

The company said earlier on Tuesday that it's close to agreeing
"financial package" with creditors that would increase its
liquidity, Bloomberg relates.

As reported by the Troubled Company Reporter-Europe on July 2,
2013, Bloomberg News related that Polimex failed to pay interest
on its debt by the June 28 deadline.  The company signed in
December a deal with creditors allowing it to restructure
outstanding debt and raise new capital, Bloomberg disclosed.

Polimex-Mostostal is a Polish engineering and construction
company that has been on the market since 1945.  The Company is
distinguished by a wide range of services provided on general
contractorship basis for the chemical as well as refinery and
petrochemical industries, power engineering, environmental
protection, industrial and general construction.  The Company
also operates in the field of road and railway construction as
well as municipal infrastructure.  Polimex-Mostostal is a large
manufacturer and exporter of steel products, including platform
gratings, in Poland.


POLIMEX-MOTOSTAL SA: Intesa Invokes Guarantee in Romanian Unit
--------------------------------------------------------------
Maciej Martewicz at Bloomberg News reports that Poland's Polimex-
Mostostal SA said Intesa Sanpaolo's Romanian unit invoked
guarantee that the Polish builder issued to its Romanian Coifer
unit.

Polimex said the court-appointed bailiff seized the company's
stakes in 5 units valued at PLN1.83 million, Bloomberg relates.
Accoding to Bloomberg, the company said that the bailiff seized
stakes after Imtech Polska filed motion.

Polimex, as cited by Bloomberg, said that the liability to Imtech
is "disputable".

The company on Tuesday asked court to cancel the seizures,
Bloomberg discloses.

As reported by the Troubled Company Reporter-Europe on July 2,
2013, Bloomberg News related that Polimex failed to pay interest
on its debt by the June 28 deadline.  The company signed in
December a deal with creditors allowing it to restructure
outstanding debt and raise new capital, Bloomberg disclosed.

Polimex-Mostostal is a Polish engineering and construction
company that has been on the market since 1945.  The Company is
distinguished by a wide range of services provided on general
contractorship basis for the chemical as well as refinery and
petrochemical industries, power engineering, environmental
protection, industrial and general construction.  The Company
also operates in the field of road and railway construction as
well as municipal infrastructure.  Polimex-Mostostal is a large
manufacturer and exporter of steel products, including platform
gratings, in Poland.


* Poland Outperforms LatAm Counterparts, Moody's Says
-----------------------------------------------------
The Czech Republic and Poland are rated three notches higher than
their Latin American (LatAm) counterparts, Mexico and Brazil,
despite sharing very similar economic and fiscal indicators. This
rating gap is largely explained by the quality of the countries'
institutional framework and governance, says Moody's Investors
Service in a new Special Comment entitled "Czech Republic And
Poland: 'Institutional Premium' Leads to Rating Gap with LatAm
Peers."

Moody's notes that just like their LatAm peers, the Czech
Republic and Poland are the largest economies within their
region. The largest (Poland and Brazil) and second largest (Czech
Republic and Mexico) economies in their respective regions share
similar metrics in terms of wealth and the openness of the
economy. Moreover, the Czech Republic and Mexico also have
similar general government debt metrics, while Poland and Brazil
share comparatively higher debt levels than their smaller
regional counterparts. Overall, these indicators would appear to
point to similar credit profiles.

However, Moody's says that both the Czech Republic and Poland
outperform their LatAm peers on a range of institutional strength
indicators like the Human Development Index, Corruption
Perceptions Index and the World Bank Governance Indicators. This
has been supported by the EU accession process, with the
associated technical assistance and funding for public-sector
reform facilitating a comprehensive overhaul of CEE countries'
institutions.

Moody's notes that, to compensate for weaker governance
indicators, LatAm sovereigns have sought to introduce
institutional arrangements, such as fiscal rules to enhance
policy continuity, transparency and predictability.
Notwithstanding Mexico's comparatively lower level of
institutional strength, over the past year a series of major
reforms have been debated and passed by the new government. This
renewed commitment to enacting legislation to enhance potential
output growth rates, if fully implemented, is likely to help
narrow the economic and institutional development gap between
Mexico and its CEE counterparts.



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


* SAMARA CITY: Fitch Affirms ST Foreign Currency Rating at 'B'
--------------------------------------------------------------
Fitch Ratings has affirmed Russia's Samara City's Long-term
foreign and local currency ratings at 'BB', with Stable Outlooks,
and its Short-term foreign currency rating at 'B'. The agency has
also affirmed the city's National Long-term rating at 'AA-(rus)'
with Stable Outlook.

Key Rating Drivers

The affirmation reflects Samara's sound budgetary performance
underpinned by a strong and diversified local economy and
potential financial support from Samara Region. It also factors
in the city's continuous budget deficit during the past four
years and increasing, albeit still moderate, overall risk
including liabilities of public sector entities (PSEs).

Fitch expects Samara's budgetary performance to stabilize at the
current sound level with margins averaging 12% in 2013-2015. The
city's operating balance improved in 2012 to 12.5% of operating
revenue from 10.5% in 2011. Improvement of the operating balance
led to a narrowing of the deficit before debt variation to 5.9%
of total revenue from 9.7% in 2011. Fitch expects the city's 2013
deficit before debt variation to stabilize at about RUB1.2bn,
which is equivalent to 6% of total revenue.

The city is the capital of Samara Region, which has a well-
developed diversified economy, based on a strong industrial
sector. Local companies' sound economic performance supports
Samara's strong fiscal capacity, with taxes that contributed 65%
of operating revenue in 2012. The city's administration forecasts
continued expansion of the local economy, driven by an average 5%
yoy industrial production growth in 2013-2015.

Samara's capital expenditure is high relative to national peers.
It accounted for 27% of total spending in 2012 (2011: 30%) as the
city continuously funded development projects. The city's self-
financing capacity remained sound with capital revenue and
current balance on average covering 80% of annual capex over
2010-2012. Fitch expects the city's capex to gradually decline to
21%-23% of total spending during 2013-2015 following the decline
in capital transfers from the regional government.

Fitch expects the city's direct risk to increase by 20% in 2013
and reach RUB6.4 billion. Despite the projected increase, it
still remains a moderate 34% of current revenue. Starting from
2009 the city recorded a continuous deficit caused by capex
funding needs. This fuelled fast direct risk increase albeit from
a low base. In 2012 the liabilities of the city's PSEs also
increased substantially to RUB1.6 billion, driven by new loans
contracted by the city's water supply and public transport public
companies.

Samara mostly relies on bank loans for deficit financing. The
city's debt stock at end-2012 was 71% composed of bank loans with
less than one year to maturity. In H213 the city needs to repay
RUB1.9 billion of maturing bank loans, which is equivalent to 51%
of direct risk stock as of 1 July 2013. This exposure to
refinancing risk is partially mitigated by revolving credit lines
contracted by the city from SMP Bank. The lines totaled RUB700
million and mature in October 2015.

Rating Sensitivities

Debt Stabilization Positive
Stabilization of overall debt burden, including PSEs'
liabilities, below 40% of current revenue and lengthening of debt
maturity profile coupled with maintenance of sound budgetary
performance in line with Fitch expectation would be positive for
the ratings.

Poor Performance Negative
Significant deterioration of budgetary performance with operating
margin dropping to 5% coupled with high refinancing pressure from
the short-term debt would lead to a downgrade.

Key Assumptions

  -- Russia's economy will continue to demonstrate moderate
     economic growth. Fitch does not expect dramatic external
     macroeconomic shocks, which could lead to significant
     deterioration of the city's tax base.

  -- The tax sharing system between Samara City and Samara Region
     will remain stable. Samara will continue to receive a steady
     flow of transfers from Samara Region, the bulk of which will
     be earmarked to particular social spending.

  -- Samara will continue to have fair access to the domestic
     financial markets sufficient for refinancing of maturing
     debt.


* Moody's Notes Stable Performance of Russian RMBS in June 2013
---------------------------------------------------------------
The performance of Russian residential mortgage-backed securities
transactions remained relatively stable during the six-month
period leading up to June 2013, according to the latest indices
published by Moody's Investors Service.

In June 2013, the worst performing transactions in the market
were City Mortgage MBS Finance and Moscow Stars B.V. Both
transactions are made up of assets denominated in US dollars.
City Mortgage MBS Finance's 60+ day delinquency levels, which are
the highest in the market, rose to 16.6% in June 2013 from 13.6%
in June 2012. The transaction portfolio comprises only 333 loans
and the senior notes have been repaid in full. In terms of
outstanding defaults, Moscow Stars B.V. remained the worst
performer in the past 12 months. While the transaction's default
level slightly decreased from the overall high reached in
September 2012 at 13.7% to 11.8% in June 2013, it remains the
highest in the market.

In most other Russian RMBS deals, outstanding defaults remain
stable in the 12-month period leading up to June 2013.

On June 14, 2013, Moody's upgraded the credit ratings of senior
notes issued by Closed Joint Stock Company Second Mortgage Agent
of AHML and Closed Joint Stock Company Mortgage Agent of AHML
2008-1. The rating action was prompted by the credit enhancement
build-up under the affected notes since closing and the good
performance of the portfolios backing the transactions.

As of June 2013, the 27 Moody's-rated Russian RMBS transactions
had an outstanding pool balance of $3.430 billion, a 93.2% year-
over-year increase due to rising new emissions volumes following
stimulation of the Russian RMBS market through several government
programs of RMBS note purchase. Moody's included new transactions
closed in the period from November 2012 to April 2013 into the
index. After their first payment dates, the rating agency will
include in the index further three new Russian RMBS transaction
that closed in the period from June to July 2013.



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


NATRA SA: Creditors Agree on Loan Repayment Extension
-----------------------------------------------------
Patricia Laya at Bloomberg News reports that Natra related in a
filing that it proposed extension of loan repayments for the last
three years of its EU130.8 million syndicated loan.

According to Bloomberg, 17 banks agreed on the terms and
conditions proposed by Natra.  The agreement is subject to
contract formalization due in September, Bloomberg discloses.

The syndicated loan maturity date was set for 2016, Bloomberg
notes.

Natra SA is a Spain-based holding company principally engaged in
the production and commercialization of cocoa derivates and
chocolate products.


PESCANOVA SA: Major Shareholder Wants to Cut Number of Directors
----------------------------------------------------------------
SeafoodSource.com reports that less than a month before Pescanova
SA holds its shareholders' extraordinary general meeting on
Sept. 12, several Spanish media have revealed that Damm -- the
company's second most important shareholder -- has proposed
reducing the number of Pescanova's directors from 13 to 7.

The shareholders will vote on the proposal, which represents a
reorganization of the troubled seafood giant's board, during the
meeting, SeafoodSource.com discloses.

The candidates for the new Board are Jose Carceller, brother of
Damm's chairman; Fracois Tesch, from Luxempart; and Jose Antonio
Perez Nievas, from Iberfomento, according to SeafoodSource.com.
The remaining members would be independent directors,
SeafoodSource.com says, citing media reports.  This new
organization would be provisional, until the group overcomes the
current stage of the bankruptcy proceedings, SeafoodSource.com
states.

Most noticeable is the exclusion of the members close to former
chairman Manuel Fernandez de Sousa, SeafoodSource.com notes.
According to SeafoodSource.com, none of the members of the
current board is expected to stand as the new chairman of the
fishing company, which suggests the post would be taken up by one
of the new independent directors.

Pescanova is a Galicia-based fishing company.  The company
catches, processes, and packages fish on factory ships.  It is
one of the world's largest fishing groups.

Pescanova filed for insolvency on April 15, 2013, on at least
EUR1.5 billion (US$2 billion) of debt run up to fuel expansion
before economic crisis hit its earnings.  The Pontevedra
mercantile court in northwestern Galicia accepted Pescanova's
insolvency petition on April 25.  The court ordered the board of
directors to step down and proposed Deloitte as the firm's
administrator.



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


AA BOND CO: S&P Affirms 'BB' Rating on Class B Notes
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' credit
ratings to AA Bond Co Ltd.'s tap issuance of the fixed-rate
secured class A1 and A2 notes.  S&P has also affirmed its ratings
on the original class A and B notes.

The transaction is a corporate securitization of the operating
business of the Automobile Association group.  The group operates
a roadside assistance service in the U.K. and Ireland and also
provides complementary services such as insurance, driving
services, and home emergency response.  Breakdown services are
provided either through a membership model or as part of a
business service agreement where the service is provided to the
underlying customer base of AA Group's corporate clients.
Business customers typically include fleet operators and motor
manufacturers.  The AA Group is also a large U.K. personal lines
insurance broker particularly in distributing motor and home
insurance.

AA Bond Co will onlend the proceeds from the issuance of the two
pari passu class A notes to the borrower, AA Senior Co Ltd. (AA),
via intercompany loans.  The proceeds of the tap issuance will be
used to redeem a portion of the borrower's bank debt, which has
remained outstanding since the transaction closed in July 2013.
The payment of interest and repayment of principal by AA under
the issuer-borrower secured loan, provides AA Bond Co with its
primary source of funds to make interest payments and principal
payments when due under the class A1 and A2 notes.

The tap will increase the size of both the class A1 and class A2
notes by GBP175 million each.  Therefore, total class A notes
outstanding will increase by GBP350 million.  The issuance will
be fungible with the original class A1 and class A2 notes, and,
given that both bonds are currently trading above par, the notes
will issue above par.  Effectively, issuance proceeds from the
GBP350 million par amount of notes will be GBP362 million and the
proceeds will be used to pay down GBP362 million of the bank
debt. This means that the tap issuance has a very slight
deleveraging impact on the transaction.

Consistent with S&P's criteria "Methodology For Rating And
Surveilling European Corporate Securitizations," published
Jan. 23, 2008, on RatingsDirect on the Global Credit Portal, S&P
has first assessed the business risk profile, evaluated the risks
embedded in the transaction (including structural and legal
risks), and submitted the securitized business to a set of cash
flow stresses driven by the characteristics of the specific
industry/sector and business.

                       BUSINESS RISK PROFILE

S&P continues to view the AA's business risk profile as
satisfactory, reflecting the following key business strengths:

   -- AA's clear market-leading position in the U.K., which has
      high barriers to entry;

   -- A mass membership model with excellent renewal rates and
      revenue visibility;

   -- High profitability, which is superior to that of its
      closest competitor;

   -- Good revenue visibility because of the loyal individual
      membership base and contracts on corporate service deals
      lasting three to five years; and

   -- Good cash flow due to a)minimal working capital needs, as a
      high percentage of members pay their annual membership fees
      up front, and b)low capital expenditure requirements, with
      strong cash flow conversion

However, these strengths are tempered by:

   -- High dependence on a single country--almost all revenues
      are sourced in the U.K.;

   -- Some vulnerability to potential reputational damage and
      subsequent risk of litigation in the insurance and
      financial services businesses; and

   -- Some sensitivity to macroeconomic factors such as consumer
      confidence, driver habits, fuel prices, and weather
      patterns.

                     TRANSACTION STRUCTURE

Principal on the class A and B notes is not scheduled to amortize
before their expected maturity dates.  To reduce refinancing risk
at the various expected maturity dates, the structure includes a
feature which gives AA's management and the equity holders an
incentive to refinance the debt before its expected maturity.  If
the business cannot refinance the intercompany loans associated
with the class A1 notes or bank debt in year 5, all of AA's
excess cash flow may be used to pay down the class A and class B
notes before the legal final maturity date.

However, AA Bond Co's failure to refinance will also be
considered an event of default under the common terms agreement.
After such an event, the creditors could choose to enforce their
security and accelerate the debt, i.e., make it immediately
payable in full.  In S&P's view, the incentives of the bank
lenders at this time may not be aligned with the incentives of
the noteholders.  The transaction therefore gives the class A
noteholders a veto over the option to accelerate the debt.  This
veto would require more than 50% of the class A noteholders to
vote for acceleration.

None of the agreements for the swap counterparties, liquidity
facility provider, or the obligor account providers in the
transaction provide a commitment to mitigate a potential
downgrade, in line with S&P's criteria.  S&P do not consider this
a limiting factor for the rating as all counterparties are rated
above the rating on the notes.  However, if any of the
counterparties are downgraded, this may trigger a negative rating
action on the notes.

The AA Group operates defined benefit pension plans that are
currently underfunded.  The pension trustee is therefore granted
super senior security up to the value of GBP150 million in the
post-acceleration waterfall.  However, S&P anticipates that this
security arrangement will only remain in place for a limited
timeframe.  S&P expects that once the final pension deficit is
calculated pursuant to the 2013 valuation, the AA Group and the
pension trustee will enter into an asset-backed funding structure
over a 25-year period.  At this point, the pension trustee's
security would be a GBP200 million first fixed charge over the AA
brands.  If the AA Group were not able to continue making the
required payments under this agreement, the pension trustee could
enforce this fixed charge security and the AA group might no
longer have use of its brands.

The borrower, AA, is highly leveraged.  The securitization
structure encourages reduction of leverage by sweeping 50% of
excess free cash flow to pay down the bank debt, while the bank
debt is outstanding.  In addition, the transaction documents
contain restrictions that limit payments to entities outside of
the securitization (for example, dividends to shareholders) while
the bank debt remains outstanding.

S&P's cash flow stresses have been tested under the assumption
that the borrower is unable to refinance either the term
facilities or the bullet notes.  S&P has therefore incorporated
in its modeling all transaction features aimed at facilitating
the repayment of the issuer's and borrower's liabilities.  These
include mandatory cash sweeps, lock-up triggers, and liquidity
enhancements.  In assigning S&P's ratings to the tap issuance of
notes, its modeling validates that interest and principal are
repaid as promised under a stress scenario commensurate with its
ratings on the notes.

RATINGS LIST

AA Bond Co. Ltd.
GBP3.405 Billion Fixed-Rate Secured Notes (Including Tap
Issuances)

RATINGS ASSIGNED

Class        Rating            Amount
                             (mil. GBP)

A1           BBB- (sf)            175
A2           BBB- (sf)            175

RATINGS AFFIRMED

A1           BBB- (sf)            300
A2           BBB- (sf)            325
B            BB (sf)              655


HD ADMINISTRATORS: FSCS Mulls Compensating Clients
--------------------------------------------------
Carmen Reichman at IFAonline reports that the Financial Services
Compensation Scheme (FSCS) is considering whether it will pay
compensation to those invested through the troubled self-invested
personal pension (SIPP) operator HD Administrators (HDA).

The company was placed into liquidation in June 2012 after the
Financial Services Authority (FSA) -- now the Financial Conduct
Authority (FCA) -- had removed HDA's permissions following the
arrest of two of its directors for allegations of fraud,
IFAonline recalls.

"FSCS is reviewing whether the firm is liable for investors'
claims and will need to consider the investigations of other
interested parties, such as the administrator and Serious Fraud
Office," the scheme said, IFAonline relates.

"The FSCS will provide a further update as soon as the position
is clearer. At that time, we will also confirm any claims process
for clients of HD Administrators LLP who have not yet made a
claim to FSCS."

IFAonline says an FSA investigation into the SIPP operator was
launched in March 2012 after investors claimed the firm had
defrauded them of GBP20 million through the promotion of
unregulated collective investment schemes (UCIS) through a SIPP.

At the end of the year, the Serious Fraud Office announced that
it was investigating allegations of serious fraud regarding the
investments, and the involvement of Arck, a property investment
vehicle already in liquidation with which HDA shared directors,
HDA and other related companies, IFAonline reports.


I-TRACK NETWORKS: Goes Into Liquidation
---------------------------------------
oilfiredup.com reports that heating oil energy monitoring
specialist i-Track Networks Limited has gone into liquidation.
Originally established as Hopedale Securities Limited in 2009,
the London-registered but Belfast-based company specialised in
the development and supply of domestic heating oil smart
monitors.

Headquartered in Belfast's 'Northern Ireland Science Park',
i-Track Networks was backed by a combination of private and UK
government funding, oilfiredup.com discloses.  According to the
report, the company's IT1000 and IT9000 devices, were developed
with several international technology partners including US based
Texas Instruments; Tyndall National Institute in Cork, Ireland;
The Queen's University of Belfast, UK; Nihon Dempa Kogyo in
Tokyo, Japan; and, EMC Technologies in Australia.

The company specialised in technology, which allowed customers to
monitor and analyse heating oil usage and consumption. A range of
complementary products was also under development, but it is
understood none of these reached the market prior to the
company's demise, oilfiredup.com notes.

In early 2012, i-Track signed an exclusive trading agreement with
fuel tank manufacturer Clarehill Plastics Limited. The agreement
saw i-Track devices supplied with the Clarehill's range of i-Tank
Bunded Heating Oil Tanks. However, Clarehill recently announced
it was instead to supply Apollo products manufactured by i-Track
rival, Dunraven Systems Limited, adds oilfiredup.com.


MOSHEN LTD: Chief Suspended; Set to Call Insolvency Experts
-----------------------------------------------------------
insidermedia.com reports that the chief executive of a Lancaster
digital app agency whose clients include the Premier League,
Manchester City and Facebook has been suspended.

Insolvency practitioners are also set to be appointed to Moshen
after apparent "financial irregularities" were uncovered, the
report says.

Concha plc, the AIM-listed company which is an investor in Moshen
and led by former Leeds United chief executive Christopher Akers,
told the stock exchange it had uncovered the irregularities which
indicated a significant working capital shortfall at Moshen,
according to insidermedia.com.

"Concha has been made aware of a significant creditor claim
resulting from a material contract which was not disclosed as
part of the due diligence exercise performed prior to its
investment," Concha said in a statement obtained by
insidermedia.com.

"The company is working with its advisers to obtain an accurate
assessment of liabilities and the possible impact on the
company's investment in equity and loans to Moshen.

"The irregularity pertains to a contract unconnected with
Moshen's core trading activities and relates solely to that
company."

insidermedia.com notes that Concha provided circa GBP867,000
worth of funding to Moshen, comprising GBP400,000 as equity and
GBP467,000 as secured term loan.


PRO SERV CORPORATE: Taylor Shaw Buys Firm Out of Administration
---------------------------------------------------------------
thisisthewestcountry.co.uk reports that more than 250 jobs have
been saved at a Bridgwater catering firm after it was bought out
of administration.

Pro Serv Corporate Limited, based in Bristol Road, had been
providing catering services to schools and corporate clients
throughout the South-West for nearly a decade, but it went into
administration on August 23, according to
thisisthewestcountry.co.uk.

Ian Walker -- ian.walker@begbies-traynor.com -- and Chris Norman
-- christopher.norman@begbies-traynor.com -- , both of Begbies
Traynor's Exeter office, were appointed joint administrators.

"Unfortunately, the company began to experience financial
difficulties over the last 12 months as a result of increased
competition within the industry. . . . This led to reduced
operating margins which, coupled with significant losses at
certain of its sites, meant that cash flow problems started to
occur and this eventually resulted in the appointment of
administrators," the report quoted Mr. Walker as saying.

However, the report notes that 260 jobs were saved when Taylor
Shaw, part of the Waterfall Group, a national catering company
with offices in Warrington, Durham, Sheffield and Milton Keynes,
agreed to buy Pro Serve's principal business.

The deal is expected to be completed within days.

"We are delighted to have found such a reputable buyer for most
of the business of Pro Serv, which should ensure the continuation
of many of its 30 catering contracts and the preservation of
employment for around 260 staff," Mr. Walker said, the report
relays.

The report discloses Jim Lovett, group managing director of
Taylor Shaw, said: "We have been seeking to expand within the
South-West for some time and when we became aware that Pro Serv
was in trouble, we registered our interest to enter into
negotiations. . . . While a national company with contracts and
suppliers countrywide, the South-West was the only region in
which Taylor Shaw did not have a strong foothold."

The acquisition of Pro Serv has changed that.

"Staff will make the transition with immediate effect and we will
enter into discussion with existing suppliers and clients to
answer any questions they may have, hopefully continuing and
strengthening all existing relationships," the report adds.


RAILCARE: Jobs Secured as Administrators Agree Sale
---------------------------------------------------
Scott McCulloch at businessinsider reports that more than 200
jobs have been secured at rail maintenance firm Railcare has been
sold out of administration to German firm Knorr-Bremse Rail
Systems (UK) Ltd.

Railcare, which has facilities in Glasgow's Springburn and in
Wolverton, Milton Keynes, was placed into administration in July
with the loss of 150 jobs - including 33 in Scotland, according
to businessinsider.

The report relates that appointed administrators BDO said in a
statement earlier this month they had stabilized the business and
secured funds to pay staff working through the administration
process while bids were considered.

Support was provided by the Scottish Government through its
Partnership Action for Continuing Employment (PACE) initiative,
the report discloses.

BDO said the business and assets have now been sold to Knorr-
Bremse Rail Systems (UK) Ltd, though no details have been
released on the deal value, the report relays.

The deal secures 202 jobs across Railcare's two sites.

"The sale of Railcare's business and assets to Knorr-Bremse will
secure a future for the business and jobs. . . . Under the
conditions of the sale Knorr-Bremse has agreed to pay retained
employees their July salaries, which Railcare was unable to
provide before it entered administration. . . . Current employees
will therefore be paid for all work they have done to date. . . .
We are delighted with this very positive outcome for the
business, employees and more broadly for the communities of
Wolverton and Springburn, both of which have strong railways
heritage," the report quoted BDO business restructuring partner
Kim Rayment as saying.

Commenting on the sale, Scottish Government Finance Secretary,
John Swinney said: "We welcome the news that Railcare has now
been bought by Knorr Bremse, and their commitment to paying staff
their wages. . . . Through our Partnership Action for Continuing
Employment (PACE) initiative, we have supported Railcare staff
since the company went into administration. . . . Representatives
from our local PACE team were on site to provide support when
employees were made redundant and have continued to provide
support to those employees. . . . Railcare has a loyal workforce
and a healthy order book, and we look forward to the company
going forward on a healthy footing. . . . Scottish Enterprise has
provided account management support to Railcare and we look
forward to engaging with the new owners to assist them in
consolidating and strengthening their new operation in Scotland,"
the report adds.



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


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

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

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., 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 2013.  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$775 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 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *