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

                           E U R O P E

         Wednesday, September 11, 2013, Vol. 14, No. 180

                            Headlines

F I N L A N D

NOKIA CORP: S&P Puts 'B+' Corp. Credit Rating on Watch Positive


F R A N C E

TECHNICOLOR SA: S&P Cuts Rating on EUR282MM Facilities to 'CCC+'


G E R M A N Y

ALBA GROUP: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Neg.
ASOLA SOLARPOWER: Ex-Founder Acquires Two Units Out of Insolvency
WINDREICH AG: Files for Insolvency; Chief Executive Steps Down
* Fitch Says German Carmakers Better Positioned Than EU Peers


G R E E C E

TOP SHIPS: Enters Into Three Stock Purchase Agreements
BANCA MONTE: Board to Review New Restructuring Plan Today


I T A L Y

ENEL SPA: EUR1.25-Bil Hybrid Issuance Gets Moody's 'Ba1' Rating


K A Z A K H S T A N

EASTCOMTRANS LLP: Fitch Affirms 'B' LT Issuer Default Ratings


L U X E M B O U R G

ULTIMA INTERMEDIATE: Moody's Confirms 'B3' CFR; Outlook Stable


N E T H E R L A N D S

RHODIUM 1: Moody's Affirms Caa3 Rating on EUR12.5MM Cl. D Bonds
STORM 2013-IV: Fitch Assigns 'BB-(EXP)' Ratings to 2 Note Classes


R U S S I A

EUROCHEM MINERAL: Fitch Affirms 'BB' LT Issuer Default Ratings
RUSHYDRO JSC: Fitch Affirms 'BB+' LT Issuer Default Ratings


S L O V E N I A

PROBANKA DD: Sava Re Has EUR4.8-Mil. Exposure to Liquidation


S P A I N

BANCAJA 10: S&P Lowers Rating on Class D Notes to 'D'
PESCANOVA SA: Shareholders to Vote on Debt Proposal on Thursday


S W E D E N

NORTHLAND RESOURCES: S&P Raises Rating on NOK460MM Bonds to 'C'


T U R K E Y

GOLDAS KUYUMCULUK: S.G. Needs to Get Ruling in Gold Trading Suit


U N I T E D   K I N G D O M

ARM ASSET: Faces Liquidation After Losing Ban Appeal
DOMINOES TOYS: In Administration, Cuts Jobs
EDU UK: Moody's Assigns (P)B3 Corp. Family Rating; Outlook Stable
EDU UK: S&P Assigns Prelim B- Corp. Credit Rating; Outlook Stable
HMV: November Cut-Off for Cards

MONTPELLIER ESTATES: Creditors to Lose GBP20MM After Liquidation
MOSHEN: Goes Into Administration
OSS GROUP: Hydrodec Group Buys Firm, Saves 185 Jobs
PORTSMOUTH FOOTBALL CLUB: New Owners Must Foot GBP7 Million Bill
RANGERS FOOTBALL: EGM Likely if Board Dispute Not Resolved

WILLENHALL LOCKS: Goes Into Liquidation; All Jobs Axed


                            *********


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F I N L A N D
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NOKIA CORP: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it had placed on
CreditWatch with positive implications its 'B+' long-term
corporate credit ratings on Finnish mobile telecommunications
equipment manufacturer Nokia Corp. and its fully-owned subsidiary
Nokia Solutions and Networks B.V. (NSN; formerly Nokia Siemens
Networks B.V.).  The 'B' short-term corporate credit rating on
Nokia was affirmed.

At the same time, S&P placed its 'B+' issue ratings on Nokia's
senior unsecured notes on CreditWatch with developing
implications.  The recovery rating on these notes is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of default.

S&P placed its 'B+' issue ratings on NSN's senior unsecured notes
on CreditWatch with positive implications.  The recovery rating
on these notes is '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of default.

The CreditWatch placements follow Nokia's announcement that it
had entered an agreement with Microsoft Corp. to sell its Devices
& Services (D&S) operations for EUR3.79 billion and to license
its patents to Microsoft for 10 years for EUR1.65 billion.  S&P
could raise the long-term rating on Nokia after it has assessed
the company's strategic plans, which S&P understands will be
conducted over the next few months as it expects the deal to
close in the first quarter of 2014, subject to regulatory
approval.

Following the transaction, S&P could raise its assessment of
Nokia's financial risk profile, which S&P currently assess as
"aggressive," because it believes that the company's capital
structure could strengthen and that its free operating cash flow
(FOCF) generation will benefit from the deconsolidation of the
cash-burning D&S division.  Depending on Nokia's future strategy,
S&P may also revise upward its assessment of Nokia's business
risk profile, which it currently assess as "weak."

Nokia's capital structure would receive a significant boost from
Microsoft's payment if the sale goes through.  Pro forma the
transaction and the acquisition of 50% of NSN, Nokia's
consolidated net cash position on June 30, 2013, was
EUR7.8 billion (compared with reported net cash of
EUR4.1 billion), which is significantly higher than S&P's
previous estimate of EUR1.3 billion or above at the end of 2013.
However, S&P expects that Nokia's actual cash position would be
substantially lower, depending in particular on shareholder
distributions.

After the transaction, Nokia's operations would primarily derive
from NSN, whose FOCF we expect will be close to breakeven in
2013. S&P believes Nokia's other divisions, Here (location-based
services and local commerce) and Advanced Technologies (patent
portfolio), would contribute moderately to revenues and cash
flow.

The CreditWatch on NSN reflects the CreditWatch placement on
Nokia and that the transaction could improve NSN's leverage and
shareholder policies.  Furthermore, because S&P caps its rating
on NSN at that on Nokia, it could consider raising the rating on
NSN if it upgraded Nokia.

S&P aims to resolve the CreditWatch over the next few months, as
it expects the transaction to close in the first quarter of 2014.
At this stage S&P sees potential for a one-notch upgrade of Nokia
and NSN, based on the possibility of a substantially improved
capital structure for Nokia and the group.  However, S&P's final
rating decision will depend on:

   -- Management's strategic plans for Nokia and NSN and the
      business prospects for Nokia's shrunken operations;

   -- Nokia's and NSN's ability to generate sustainably positive
      FOCF; and

   -- Further visibility over the company's capital structure and
      financial policies.

S&P will also review its assessment of the parent-subsidiary
relationship between Nokia and NSN.

S&P could lower the issue ratings on Nokia's existing senior debt
by one or two notches, depending on the outcome of the
CreditWatch resolution.  This would most likely happen if, on
completion of the transaction, Nokia's noteholders remain
subordinated to the creditors at NSN, where S&P believes the
majority of the value would reside.

The issue ratings would remain unchanged if:

   -- S&P raised the corporate credit rating on Nokia by one
      notch but perceived the debt's subordination as modest,
      resulting in modest (10%-30%) recovery prospects in case of
      default; or

   -- S&P affirmed the 'B+' credit rating on Nokia and the
      subordination were mitigated by its view of sufficient
      value remaining at the holding company to enable recovery
      prospects of at least 30%.

S&P could raise the issue ratings on the existing senior
unsecured notes if it raised the corporate credit rating on Nokia
and saw sufficient value remaining at the company for recovery
prospects of at least 30%.



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F R A N C E
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TECHNICOLOR SA: S&P Cuts Rating on EUR282MM Facilities to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue
rating on French video technologies and systems provider
Technicolor S.A.'s (formerly Thomson S.A.) outstanding
EUR282 million bank facilities and notes to 'CCC+' from 'B'.  S&P
removed the ratings from CreditWatch, where it placed them with
negative implications on June 13, 2013.  The recovery rating is
'6', indicating S&P's expectation of negligible (0-10%) recovery
in the event of a payment default, which translates into an issue
rating two notches below the 'B' corporate credit rating on
Technicolor.

At the same time, S&P affirmed its 'B' issue rating on the new
EUR838 million term loan (including the EUR200 million and
$830 million tranches) due 2020 issued by Tech Finance & Co
S.C.A. The underlying proceeds were passed on as loans to Thomson
Licensing.  The proceeds loans' recovery rating is '3',
reflecting S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.  Tech Finance is a Luxembourg-
based orphan special-purpose vehicle that engages in certain
financing activities relating to Technicolor.

S&P's equalization of the issue rating on Tech Finance's new term
loans with the long-term corporate credit rating on Thomson
Licensing reflects that, despite its view that the funding
structure is particularly complex, the new term loans benefit
from a direct pass through of the economic benefit of the back-
to-back proceeds loans to Thomson Licensing.

The recovery rating of '3' on the proceeds loans is initially
supported by the claim against Thomson Licensing, an entity that
S&P views as having substantial value.  However, the recovery
rating on the loan is constrained by the complexity of the
funding structure and documentation, the fairly weak security
package, some prior-ranking debt in the waterfall, and S&P's view
of France, where Technicolor operates, as a relatively
unfavorable insolvency jurisdiction.

The recovery rating of '6' on the existing EUR282 million bank
facilities and notes is constrained by these facilities'
structural subordination vis-a-vis the new debt.

To determine recoveries, S&P simulates a default scenario.  S&P
assumes that a default would primarily be triggered by weak
trading levels combined with the company's failure to achieve an
anticipated return on growth capital expenditure to replace
earnings from the company's patent pool that expires from 2016.
S&P's hypothetical default scenario projects a payment default in
2017.

Given the final terms of the restructuring, S&P has calculated
the company's stressed enterprise value at about EUR1 billion
under its hypothetical default scenario, using a stressed
multiple of 5.0x.  Priority liabilities would comprise mainly
enforcement costs and 50% of pension deficits, although S&P notes
that most of the pension deficit is in the company's German
operations, which S&P understands do not contribute substantial
earnings to the group.  Prior-ranking debt would include a fully
drawn revolving credit facility, partial drawings under the
receivables-backed facilities and six months' prepetition
interest.

After deducting these liabilities, S&P estimates that coverage
for the new term loans would be in the 50%-70% range, translating
into a recovery rating of '3'.  However, S&P assumes that the
claims of the EUR280 million untendered debt would effectively
rank behind the new debt.  This would result in negligible (0-
10%) recovery prospects for the outstanding untendered debt,
which translates in a recovery rating of '6'.



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G E R M A N Y
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ALBA GROUP: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Germany-based waste management
operator ALBA Group plc & Co. KG (ALBA Group) to 'B+' from 'BB-'.
The outlook is negative.

At the same time, S&P lowered its issue rating on ALBA Group's
EUR203 million unsecured notes due 2018 to 'B-' from 'B'.  The
recovery rating on the unsecured notes is unchanged at '6',
reflecting S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

The downgrade follows the downward revision of S&P's assessment
of ALBA Group's business risk profile to "weak" from "fair."  The
downward revision of ALBA Group's business risk profile largely
reflects S&P's view that the group's operating environment is
more competitive and volatile than S&P previously assessed.

In the first six months of 2013, the group's revenues and EBITDA
declined by 14% and 30%, respectively.  This was due, among other
factors, to a continued decline in European steel production;
weak scrap metal prices, and consequently low availability of
scrap; adverse weather conditions; and a reduction in scrap
demand in Turkey.  The introduction of tighter regulation on
waste imports in China has also had negative repercussions for
global waste exporters, including ALBA Group.  S&P also considers
that ALBA Group's operating landscape in the Waste Operations and
Services segments has become more competitive over the past 12
months because reduced waste generation has led to overcapacity
among industry operators.

The main variables that influence ALBA's business have not
improved significantly since the end of the first half of 2013.
In particular, scrap prices and the availability of scrap in
July and August 2013 remain weak compared to the same period in
the prior year.  S&P now forecasts that the group's reported
EBITDA will decline by about 25% to about EUR125 million-EUR130
million for the financial year ending Dec. 31, 2013 (financial
2013).  S&P previously had forecasted an absolute EBITDA decline
of about 10%-15% for financial 2013.

In S&P's view, continued volatility and uncertainty in ALBA
Group's operating environment may weaken the group's results more
than S&P currently anticipates.  S&P could lower the ratings if
the group's credit metrics become weaker than it considers
commensurate with the rating over a sustained period, including
adjusted debt to EBITDA of above 5x and funds from operations to
debt below 12%.

In addition, S&P could lower the rating if the tight headroom
under ALBA Group's covenants persists, leading to the risk of a
covenant breach.  A downgrade could also occur if the group is
unable to generate sufficient cash flow to repay its annual
amortizing debt over a sustained period.

An outlook revision to stable depends on an improvement in ALBA
Group's operating environment, including a recovery in steel
production in Europe, an improvement in the availability of scrap
metal, and a stabilization of margins in the Waste Operations and
Services segments.


ASOLA SOLARPOWER: Ex-Founder Acquires Two Units Out of Insolvency
-----------------------------------------------------------------
Mark Osborne at pv-tech.org reports that Reinhard Wecker, the
former founder and CEO of insolvent module manufacturer Asola
Solarpower GmbH has acquired Asola Automotive Solar Germany GmbH
and Asola Quantum Solarpower GmbH, the BIPV division of Asola.
Financial details were not disclosed, the report says.

According to the report, Mr. Wecker's new company, A2-Solar
Advanced and Automotive Solar Systems GmbH is said to be focused
on integrated PV solutions in automotive vehicles, having
previously developed the solar roof system for the failed Fisker
Karma sports car.

pv-tech.org relates that A2-Solar said that it had secured an
unidentified 'German partner' to support the business
opportunities in the automotive industry around the world for its
integrated solar cell product.

The company also noted that it had received interest from
potential customers over re-starting large-format standard PV
modules, the report relays.

Both Asola subsidiaries have successfully ended insolvency
proceedings with their acquisition, adds pv-tech.org.

Asola Solarpower GmbH is a Germany-based solar company. The
company filed for insolvency in January in the face of high
restructuring costs, oversupply and a declining European market.
Former trustee, lawyer Jochen Grentzbach, has been appointed
insolvency administrator of the company.


WINDREICH AG: Files for Insolvency; Chief Executive Steps Down
--------------------------------------------------------------
Maria Sheahan and Alexander Huebner at Reuters report that
Windreich AG has filed for insolvency and its chief executive has
stepped down after financing talks for a 400 megawatt (MW)
project stalled.

Reuters relates that Windreich said in a statement late on Monday
the company made its filing with a German court late last week
and now its CEO Willi Balz, who also owns the group, has resigned
effective immediately.

"In talks with our investors, it became clear that a change in
management was a prerequisite for the successful continuation of
talks," Reuters quotes Windreich's new chief Werner Heer as
saying.

Mr. Balz told Reuters last year that he hoped to sell the 400
megawatt MEG I project by the end of 2012, and that EUR700
million of the EUR800 million in equity needed for the project
had already been committed.

Mr. Heer said in Monday's statement that talks with institutional
investors were now on the home stretch, Reuters notes.  He and
Windreich's other managers will write up a restructuring plan
over the coming weeks that should leave MEG I unaffected and will
present it to creditors and investors, Reuters discloses.

Windreich AG is Germany's largest developer of offshore wind
farms.  The company plans, builds and sells wind parks and is a
key player in Germany's offshore wind park expansion.


* Fitch Says German Carmakers Better Positioned Than EU Peers
-------------------------------------------------------------
Fitch Ratings says that German carmakers remain better positioned
than their European peers. The agency has performed a broad
comparison of European automotive manufacturers' business and
financial profiles in a new special report.

BMW AG, Daimler AG (A-/Stable) and Volkswagen AG (A-/Positive)
continue to demonstrate all the attributes of solid investment-
grade ratings. They benefit from strong market shares, broad
diversification and solid brand attributes. Their financial
profiles were relatively resilient during the latest crisis and
weakened less than the rest of the sector and recovered quickly.

Renault SA's (BB+/Stable) performance has also been relatively
resilient since the 2008-2009 crisis. It could be upgraded if it
can sustain positive automotive profitability in the foreseeable
future and its operating margins trend towards 3%. We will also
assess the group's ability to generate consistent FFO to
demonstrate that improving leverage is coming from underlying
operations rather than asset sales and positive working capital,
which can be reversed.

Conversely, Fiat S.p.A.'s (BB-/Negative) and Peugeot S.A.'s (PSA,
B+/Negative) core European automotive operations have been losing
money for several years and both groups' key credit metrics are
extremely weak. They have both lost significant market share in
Europe and neither company has managed to recover from the latest
sector crisis. PSA's diversification remains poor, while Fiat's
brand power is weak to allow it to compete adequately in the
volume segment.



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TOP SHIPS: Enters Into Three Stock Purchase Agreements
------------------------------------------------------
TOP Ships Inc. on Sept. 6 disclosed that it has entered into
three Stock Purchase Agreements with an affiliate of the AMCI
Poseidon investment fund by which the Company has agreed to sell
the six ship-owning subsidiaries, which own the Company's six
vessels, for an aggregate cash consideration of approximately
$173 million less approximately $135 million in debt and swap
obligations of the Company that will be assumed by the buyers.

These Stock Purchase Agreements are subject to approval of the
transactions by the Company's shareholders, consents from the
Company's bank lenders and charterers, if required, and other
customary closing conditions.  The transactions will be
considered at the Company's next Annual General Meeting of
shareholders, expected to take place at the end of September
2013.  The parties anticipate that the transactions will close in
late October 2013.

The Company intends to use the net proceeds of the sale to pay
down existing liabilities on its balance sheet and, together with
future borrowings, to initiate a program of acquisition of new
vessels.

                         About Top Ships

Located in Maroussi, Greece, Top Ships Inc. (Nasdaq: TOPS) is a
provider of international seaborne transportation services,
carrying petroleum products and crude oil for the oil industry
and drybulk commodities for the steel, electric utility,
construction and agriculture-food industries.  As of May 1, 2013,
its fleet consists of seven owned vessels, including six tankers
and one drybulk vessel.

                       Going Concern Doubt

Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens,
Greece, expressed substantial doubt about Top Ships' ability to
continue as a going concern, citing the Company's recurring
losses from operations and stockholders' capital deficiency.

The Company reported a net loss of US$64.0 million on
US$31.4 million of total revenues in 2012, compared with a net
loss of US$189.1 million on US$80.6 million of total revenues in
2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$211.4 million in total assets, US$198.3 million in total
liabilities, and stockholders' equity of US$13.1 million.


BANCA MONTE: Board to Review New Restructuring Plan Today
---------------------------------------------------------
Christopher Emsden and Giovanni Legorano at The Wall Street
Journal report that Banca Monte dei Paschi di Siena SpA hopes to
approve a new restructuring plan, which will include a EUR2.5
billion capital increase to be launched in 2014, within the
month.

According to the Journal, the Italian bank said Monday that its
board would meet today, Sept. 11, to review the new plan, which
is being drafted in coordination with Italy's Economy Ministry
and the Bank of Italy, and aims to comply with guidelines set
down by the European Commission.

Monte dei Paschi di Siena said it expects its board to approve
the plan by Sept. 24, the Journal relates.

On Sunday, the Economy Ministry, as cited by the Journal, said it
expects Monte dei Paschi to raise around EUR2.5 billion (US$3.3
billion) in fresh equity, significantly more than previous
estimates of about EUR1 billion and as much as the lender's
current market capitalization.

The restructuring implies a massive dilution of the bank's
foundation in the Tuscan town of Siena that has long controlled
Monte dei Paschi, billed as the world's oldest bank, the Journal
says.

The extra capital is required in large part to assure coverage of
the Italian government's EUR4.1 billion bond issued to secure the
bank's interim solvency, the Journal states.  In return for the
funding the bank agreed to carry out a number of restructuring
measures - besides a capital increase - such as shedding assets,
closing branches and cutting operational costs, in order to get
back into the black in 2015, the Journal discloses.

The amendments to the initial plan will address a number of
requests by the European Commission, which needs to give its
green light on the plan and assure that the operation doesn't
constitute state aid, the Journal notes.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on June 19,
2013, Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on Italy-based Banca Monte
dei Paschi di Siena SpA (MPS) to 'B' from 'BB', and affirmed the
'B' short-term rating.  S&P also lowered its rating on MPS' Lower
Tier 2 subordinated notes to 'CCC-' from 'CCC+'.  S&P affirmed
the ratings on MPS' junior subordinated debt at 'CCC-' and on its
preferred stock at 'C'.  At the same time, S&P removed the
ratings from CreditWatch, where it placed them with negative
implications on Dec. 5, 2012.



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ENEL SPA: EUR1.25-Bil Hybrid Issuance Gets Moody's 'Ba1' Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a definitive Ba1 long-term
rating to the EUR1.25 billion (6.5% coupon and first call date in
2019) and GBP400 million (coupon 7.75% and first call date in
2020) issuances of Capital Securities (the "Hybrid"), in euro-
and sterling-denominated tranches, by ENEL S.p.A. (Enel). The
outlook on the rating is negative.

Ratings Rationale:

The Ba1 rating assigned to the Hybrid is two notches below Enel's
senior unsecured rating of Baa2. The rating differential with the
senior unsecured rating reflects the key features of the Hybrid,
namely that (1) it is a deeply subordinated instrument; (2) it
has a minimum 60-year maturity; (3) Enel can opt to defer coupons
on a cumulative basis; and (4) there is no step-up in coupon
prior to year 10 and the step-up will not exceed a total of 100
basis points thereafter.

Moody's notes that the Hybrid issuance is in line with Enel's
financial policies announced at the time of its March update of
its 2013-17 business plan, which are factored into the current
Baa2 senior unsecured rating. The company plans to reduce its
high leverage and enhance its financial flexibility through a
series of measures over the life of the plan. In addition to
Hybrid issuance, Enel plans to make asset disposals of EUR6
billion, operating expenditure cuts of EUR4 billion and maintain
flexibility in its capex program of EUR27 billion with the aim of
strengthening its financial profile by the end of 2014.

However, the macroeconomic, regulatory and operating environment
in Enel's core Italian and Spanish markets remains challenging.
The latest Spanish regulatory reforms announced in July are
expected to add to the regulatory measures taken in Spain during
2012 and early 2013 which the rating agency expects to result in
a decline in Enel's EBITDA of around EUR1.3 billion in 2013. The
company's strategic plan has already incorporated the expected
effect of the majority of these changes. Whilst Enel has
identified a maximum EUR400 million cut to 2014 EBITDA as a
result of the July measures, further regulatory clarifications
are still awaited, particularly with regard to the effect of the
latest reforms on renewables businesses, although Moody's does
not expect this to have a significant impact on Enel. Moody's
expects that Enel will adjust its strategic plan, if necessary,
to mitigate the additional effect of these cuts when further
regulatory details are available.

At the same time, the regulatory measures are designed to (1)
eliminate the tariff deficit for 2013 including the
extrapeninsular deficit, which is currently funded only by Enel's
subsidiary, Endesa; and (2) minimize the creation of deficits in
future years. If successful, these measures should reduce Enel's
debt, which was burdened by EUR4.3 billion of tariffs as at June
2013, which would be credit positive for the company.

The Baa2 senior unsecured rating also factors in (1) Enel's large
scale and geographic diversification; (2) the beneficial effect
of expected growth in its Latin American, international and
renewables business divisions although this will only partially
mitigate pressure on earnings in core Italian and Spanish
markets; and (3) its strong liquidity position.

Rating Outlook

Given that Enel's core markets are Italy and Spain, the current
negative outlook on the company's ratings is aligned to that of
the Baa2-rated Italian and Baa3-rated Spanish sovereigns.

What Could Change The Rating Up/Down

As the Hybrid rating is positioned relative to another of Enel's
ratings, either (1) a change in the senior unsecured rating of
Enel or (2) a re-evaluation of its relative notching could affect
the Hybrid rating.

Negative rating pressure could result from (1) a further
deterioration of Spanish or Italian sovereign creditworthiness
below investment grade; (2) a significant deterioration in Enel's
operating environment; or (3) the company deviating significantly
from its plan to strengthen its financial profile over 2013-14
such that it can generally achieve ratios in the region of
retained cash flow (RCF)/net debt in the mid-teens and funds from
operations (FFO)/net debt of around 20%.

Given the current negative outlook, Moody's does not currently
anticipate any upwards rating pressure. However, the rating
agency could consider changing the outlook on the rating to
stable if (1) the outlook on both the Spanish and Italian
sovereigns were to stabilize; and (2) Enel were able to achieve
and maintain the improvement in financial metrics indicated.

Principal Methodology

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

Enel is the principal electric utility in Italy and is 31.2%-
owned by the Italian state. Through its ownership of Endesa S.A.,
Enel also has a leading position in electricity in Spain and
Latin America. Moreover, the company has interests in Russia,
South East and Central Europe. Its renewables businesses are held
through Enel Green Power, S.p.A..



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EASTCOMTRANS LLP: Fitch Affirms 'B' LT Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Eastcomtrans LLP's
(ECT) Long-term foreign and local currency Issuer Default Ratings
(IDR) at 'B', and National Long-term Rating at 'BB(kaz)'. The
Outlook on the ratings is Stable.

Key Rating Drivers: Long-Term IDR

ECT's ratings reflect its high risk concentration by name,
industry and region and vulnerability of its revenue as well as
the currently weak market dynamics. The ratings are supported by
strong financial metrics, stable cash generation, a so far
comfortable margin of safety on its main covenants and the
entrance of International Finance Corporation as a minority
shareholder.

ECT's earnings to a large extent depend on a single client,
Tengizchevroil LLP (TCO, secured notes rated BBB+/Stable), which
accounted for 64% of total revenue in H113. TCO has announced
plans to gradually decrease the share of rail transportation by
switching to pipeline. Concentration risk is partly mitigated by
10 years history of relationships with TCO and an average
contract tenor of four years. Despite current weak market
conditions, future demand for tank railcars in Kazakhstan is
likely to be underpinned by the launch of the Kashagan project
and growth of extraction at existing oilfields.

The growth of ECT's fleet slowed to 4% in H113, compared with 25%
in 2012, but it retains a strong position in the Kazakh rolling
stock market, as the largest private fleet owner with 10,182
cars. While it has a solid position in Kazakhstan, ECT remains
relatively small in the context of the wider CIS market.

ECT maintains comfortable leverage for the rating, with a Fitch
estimated total debt/EBITDA ratio of 3.1x at H113. Newly-acquired
wagons have been immediately contracted out to existing and new
customers, supporting earnings generation. ECT also benefits from
a relatively young fleet (four years).

ECT has so far enjoyed stable revenue despite the market stress
and a drop in rent rates. The company has long term contracts
with an average remaining tenor of around 2.5 years as of end-
H113. Only 20% of its contracts expire by end-2013. However,
Fitch expects pressure on ECT's revenue as rent rates on renewed
contracts decline to market level.

ECT remains highly reliant on a single individual owning the
majority of the company, and it may have limited capacity to
obtain support in the form of new capital in case of negative
market shifts. In view of its growing client base, ECT's credit
profile would benefit from the development of its risk management
function, particularly with respect to liquidity management and
counterparty risk assessment.

Despite its growth track record and a number of new customers,
counterparty and asset concentration remain an issue. The four
largest clients account for around 90% of the company's revenues
and oil tanker cars represent 56% of ECT's fleet. On the funding
side, ECT issued a USD100m Eurobond in H113 but the debt profile
is still dominated by bank syndicates, which is a function of
ECT's small size.

ECT's expansion was funded through secured long-term debt and
capital leasing. The company's main funding facilities require
130% security and are pledged with its fleet. The fleet valuation
is marked to market annually. Thus ECT bears market risk as it
needs to replenish the pledge in case of negative revaluation.
The share of unencumbered fleet was moderate at 22% at end-2012.

As of end-H113, liquidity was adequate for the rating level with
stable cash generation and a USD5m overdraft available. Fitch
expects ECT's annual free cash flow in the near to medium term to
sufficiently cover the company's liquidity needs. However, rapid
growth accompanied by a significant increase in leverage or a
sharp decline in utilization could give rise to a cash deficit in
the medium term. ECT improved its funding structure by channeling
US$65 million of the proceeds from the US$100 million Eurobond
towards repayment of short-term loans to banks. As the Eurobond
has a bullet repayment, the company has a repayment spike in 2018
but ECT's revenue stream is sufficient to build up enough cash.

Rating Sensitivities: Long-Term IDR

An extended track record of solid performance, proven ability to
withstand market cyclicality and greater franchise
diversification without a marked deterioration of the financial
profile would be positive for the ratings.

A considerable decline of utilization, shrinking revenue base or
a speculative acquisition of another leasing company or portfolio
resulting in weaker credit metrics would be negative for the
ratings.

Key Rating Drivers and Sensitivities: Senior Debt Ratings
The senior debt ratings for the USD100m notes due 2018 are
aligned with the company's IDRs, among other factors reflecting
the Recovery Rating soft-cap of 'RR4' for countries, including
Kazakstan, that are included in Group D as per Fitch's 'Country
Specific Treatment of Recovery Ratings' report dated 28 June
2013.

The rating actions are:

-- Long-term IDR affirmed at 'B'; Outlook Stable
-- Long-term local currency IDR affirmed at 'B'; Outlook Stable
-- National Long-term Rating affirmed at 'BB(kaz)'; Outlook
    Stable
-- Senior secured rating affirmed at 'B', assigned a Recovery
    Rating of 'RR4'



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


ULTIMA INTERMEDIATE: Moody's Confirms 'B3' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has confirmed the Corporate Family
rating of Ultima Intermediate S.a.r.l. at B3, all the other
ratings remain unchanged. The outlook on all ratings is stable.
This rating action concludes Moody's review process initiated on
August 2, 2013.

Ratings Rationale:

The confirmation of the rating was prompted by the amendment of
the documentation of Armacell's EUR135 million shareholder loan
to meet Moody's criteria for assigning 100% equity credit to the
instrument under its recently revised methodology for assigning
debt and equity treatment to hybrid securities of speculative-
grade non financial companies with a CFR of Ba1 or below.

The B3 CFR is supported by: i) Armacell's leading position in a
niche market with attractive longer-term growth prospects driven
by the need to save energy e.g. in the construction of buildings;
ii) ability to generate relatively high margins and positive free
cash flows through the cycle despite the cyclicality of its end
markets; and iii) a track record of the current management
operating in an LBO environment.

The rating is constrained by: i) very high leverage of around
7.0x debt/EBITDA based on proforma expected figures per end of
2013 and including Moody's adjustments and large "non-recurring"
costs items; ii) exposure to volatile raw material prices and,
hence, the need to fully adjust product pricing on a timely
basis; and iii) the limited size of the business with relatively
limited product and end market diversification.

Liquidity

Moody's views Armacell's liquidity position as adequate. In
addition to around EUR10 million of cash balance available at
closing, the Company has access to a US$65 million undrawn
revolving credit line and is expected to generate positive free
cash flow, which is seasonally higher in the second half of the
calendar year. Moody's notes, however, that initial cash balances
are at least partly earmarked for a potential anti-trust
settlement payment that may become due in 2014.

Rating Outlook and Triggers

The stable outlook reflects Moody's expectation that despite
leverage metrics remaining very high and even increasing to an
estimated leverage level of around 7.0x (based on inclusion of
potential non-recurring settlement payment), attractive levels of
cash flow generation can still be achieved.

Negative pressure could be exerted on the rating in the event of
increasing margin pressure, weakening liquidity profile and gross
adjusted leverage remaining above 7.0x on a sustainable basis.

A positive rating action is currently unlikely. An upgrade would
require a sustained period of maintaining profitability and cash
flow generation at a high level, with a subsequent reduction in
leverage, as illustrated by gross adjusted debt/EBITDA trending
towards 5.0x.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Armacell is a global producer of engineered foam used primarily
for insulation across building and industrial applications. In
2012 the Company generated annual net sales of EUR423 million.



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


RHODIUM 1: Moody's Affirms Caa3 Rating on EUR12.5MM Cl. D Bonds
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes
issued by Rhodium 1 B.V.:

EUR23.8M B Bond, Upgraded to Aa2 (sf); previously on Dec 18, 2009
Downgraded to A2 (sf)

EUR18.6M C Bond, Upgraded to Baa3 (sf); previously on Aug 31,
2012 Confirmed at Ba1 (sf)

Moody's also affirmed the ratings of the following notes:

EUR12.5M D Bond, Affirmed Caa3 (sf); previously on Dec 18, 2009
Downgraded to Caa3 (sf)

This transaction is a static cash CDO of European Structured
Finance ("SF") assets, including exposure to 70% RMBS, 13% ABS,
12% CLO and 5% SME transactions.

Ratings Rationale:

These rating actions are driven by the deleveraging of the
transaction and by the marginal improvement in the credit quality
of the portfolio. Since June 2013 class A has repaid in full and
class B has started to amortize. As a result of deleveraging the
overcollateralization on the portfolio performing par of Class B
has increased to 228%. Additionally the 10 year weighted average
rating factor (WARF) has improved to 649 (corresponding to an
average portfolio rating of Baa3) compared to 790 (still Baa3) at
the time of the last rating action in August 2012. Moody's noted
that in February of this year 26% of the assets in the portfolio
were placed on review for possible downgrade. The rating review
has since concluded and these rating actions take into
consideration the updated ratings on these assets.

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

1) Large Exposures Stress Test - Moody's considered a model run
where the ratings of the two highest exposures constituting
approximately 21% of the pool were notched down by one to two
notches.

2) Sovereign Credit Risk Sensitivity - Moody's considered a model
run where assets domiciled in Italy, Portugal, and Spain,
amounting to approximately 31% of the pool, were stressed by one
notch.

3) Lowest Rated Assets Stress test - Moody's considered a model
run where the ratings of the two lowest rated exposures
constituting approximately 9% of the pool were notched to Caa.

The corresponding model outputs are consistent with the ratings
assigned.

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 uncertainties of credit
conditions in the general economy: especially as 31% of the
portfolio is exposed to obligors located in Portugal, Spain and
Italy. The transaction's performance may also be impacted either
positively or negatively by general macro uncertainties such as
those surrounding future housing prices, pace of residential
mortgage foreclosures, loan modification and refinancing,
unemployment rates and interest rates.

Sources of additional performance uncertainties:

1) Portfolio Amortization: Pace of amortization could vary
significantly subject to market conditions and this may have a
significant impact on the notes' ratings. Assets domiciled in
countries affected by the sovereign credit crisis may amortize
over a longer time horizon than Moody's model assumptions. In
addition well performing assets typically amortize earlier than
expected, increasing the concentration of poor credit quality
assets. Fast amortization would usually benefit the ratings of
the senior notes.

The principal methodology used in this rating was Moody's
Approach to Rating SF CDOs published in May 2012.

In rating this transaction, Moody's supplemented the model runs
by using CDOROM to simulate the default and recovery scenario for
each assets in the portfolio. Losses on the portfolio derived
from those scenarios have then been applied as an input in the
Moody's EMEA Cash-Flow model to determine the loss for each
tranche. In each 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. By repeating this process and averaging over the
number of simulations, an estimate of the expected loss borne by
the notes is derived. The Moody's CDOROM relies on a Monte Carlo
simulation which takes the Moody's default probabilities as
input. Each asset in the portfolio is modeled individually with a
standard multi-factor model reflecting Moody's asset correlation
assumptions. The correlation structure implemented in CDOROM is
based on a Gaussian copula. 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.


STORM 2013-IV: Fitch Assigns 'BB-(EXP)' Ratings to 2 Note Classes
-----------------------------------------------------------------
Fitch Ratings has assigned Storm 2013-IV B.V.'s EUR752.2m notes
expected ratings, as follows:

EUR150m Class A1 floating-rate notes: 'AAAsf(EXP)'; Outlook
Stable

EUR550m Class A2 floating-rate notes: 'AAAsf(EXP)'; Outlook
Stable

EUR17.1m Class B floating-rate notes: 'AA-sf(EXP)'; Outlook
Stable

EUR13.1m Class C floating-rate notes: 'BBB+sf(EXP)'; Outlook
Stable

EUR14.5m Class D floating-rate notes: 'BB-sf(EXP); Outlook Stable

EUR7.5m Class E floating-rate notes: 'BB-sf(EXP)'; Outlook Stable

Credit enhancement for the class A notes will be 7%, provided by
subordination (6%) and a non-amortizing reserve fund (1%), which
will be fully funded at closing.

Key Rating Drivers

Concentrated Counterparty Exposure

This transaction relies strongly on the creditworthiness of
Rabobank Group (AA/Negative/F1+), which fulfills a number of
roles, including collection account provider, issuer account
provider, cash advance facility provider and commingling
guarantor. In addition, it acts as back-up swap counterparty.

NHG Loans

The portfolio includes 30% loans that benefit from the national
mortgage guarantee scheme (Nationale Hypotheek Garantie or NHG).
No reduction in foreclosure frequency for the NHG loans was
applied since historical data provided did not show a clear
pattern of lower defaults for NHG loans. Fitch was also provided
with data on historical claims, which enabled the agency to
determine a compliance ratio assumption. The ratings on the notes
would be one notch lower without giving any credit to the NHG
guarantee.

Market Average Portfolio

The 46-month seasoned portfolio consists of prime residential
mortgage loans, with a weighted average (WA) original loan-to-
market-value of 88.5% and a WA debt-to-income ratio of 30.9%,
both of which are typical for Fitch-rated Dutch RMBS
transactions. The purchase of further advances into the pool is
allowed after closing, subject to certain conditions.

Robust Performance

The past performance of transactions in the STORM series as well
as data received on Obvion's loan book indicate good historical
performance in terms of low arrears and losses. Since September
2011, loans 90+ days in arrears on Obvion's mortgage book have
increased to 0.7% at June 2013 from 0.3%. While relatively high
compared with historical levels, in absolute terms the arrears
levels remain low.

Rating Sensitivities

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels higher than
Fitch's expectations, which in turn may result in potential
rating actions on the notes. If the agency stressed its 'AAA'
assumptions by 30% for both weighted average foreclosure
frequency and recovery rate, would possibly result in a downgrade
of the class A notes to 'A-sf(EXP)'.

For its ratings analysis, Fitch received a data template with all
fields fully completed.

Fitch reviewed the results of an agreed-upon procedures report
(AUP) conducted on the portfolio. The AUP contained no material
errors which would affect Fitch's ratings analysis.

To analyze the CE levels, Fitch evaluated the collateral using
its default model, details of which can be found in the reports
entitled 'EMEA Residential Mortgage Loss Criteria', dated
June 2013, 'EMEA RMBS Criteria Addendum - Netherlands' and 'EMEA
RMBS Criteria Addendum - Netherlands - NHG-Backed', both dated
June 2013, at www.fitchratings.com. The agency assessed the
transaction cash flows using default and loss severity
assumptions under various structural stresses including
prepayment speeds and interest rate scenarios. The cash flow
tests showed that each class of notes could withstand loan losses
at a level corresponding to the related stress scenario without
incurring any principal loss or interest shortfall and can retire
principal by the legal final maturity.



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


EUROCHEM MINERAL: Fitch Affirms 'BB' LT Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based OJSC EuroChem Mineral and
Chemical Company's Long-term Issuer Default Ratings (IDR) at 'BB'
with a Stable Outlook.

The ratings reflect EuroChem's strong product and geographic
diversification relative to rated fertilizer peers, its partial
vertical integration and its good position on the industry cost-
curve. Those strengths underpin its cash flow generation and its
capacity to carry out large expansion projects and the recent M&A
activity. The ratings also factor in a more aggressive financial
profile under our base rating case for 2013-2015, when we assume
record investment levels amid continuously weak market
conditions. "We believe that EuroChem will have some leeway to
adjust payments and deliveries on its capex to reflect material
pressure on operating cash flows. The base case debt metrics do
not however leave any headroom for shareholder distributions.
Rating constraints include the higher than average systemic risks
associated with the Russian business environment," Fitch says.

Key Rating Drivers
Strong Business Fundamentals
EuroChem's product diversification across nitrogen and phosphate-
based nutrients as well as its iron ore sales (co-product of
phosphate rock mining) mitigate the inherent cyclicality of its
portfolio. The acquisitions of BASF's nitrogen fertilizer assets
(now EuroChem Antwerpen) and the K+S nitrogen distribution
network (now EuroChem Agro) in 2012 have enhanced its product
range and its geographical footprint. The group ranks as Russia's
second-largest fertilizer producer and among the top three in
Europe. EuroChem is also 75% self-sufficient in phosphate rock
and aims to produce up to 25% of its natural gas needs through
the ramp up of Severneft-Urengoy (SNU), the oil and gas
exploration and production assets it acquired in 2012.

Pricing Pressure
Export prices trended down for all products in H113. The base
case assumes a further gradual decline over H213-2015. Nitrogen-
based products have been affected by record Chinese urea exports
and phosphate-based products are suffering from weak demand from
the world's largest buyer, India (rupee effect and revision of
state subsidies). The forecasts factor in the reduction in soft
commodity prices and assume new capacity additions in the coming
years. For EuroChem, this should be partly offset by the increase
of domestic fertilizer prices towards netback parity. "In 2013,
we project low single digit growth as volumes benefit from the
full-year contribution of the nitrogen acquisitions," Fitch says.

Gradual Margin Erosion
The base case also assumes a gradual erosion in margins due to
the inclusion of the western European assets and inflationary
costs in Russia. Gains from EuroChem's ongoing investments in
energy efficiency and SNU's integration should mitigate these
trends. We have revised the increase in domestic natural gas
prices to 8% in 2014 (15% previously).

Capex Offers Some Flexibility
Our base case assumes that EuroChem has some flexibility to
renegotiate payment terms or defer some of its projects if market
conditions put a significant strain on its operating cash flows
and debt metrics. The group has announced investments of USD5bn
between 2013 and 2017, including maintenance capex of around
US$750 million-US$1 billion and US$3.9 billion earmarked for its
potash projects. These entail the commissioning of two mines in
2017 with ramp up to a combined potash capacity of 4.6mtpa in
2020/21. Up to 1.5mtpa of the initial production will be for
internal consumption. The group also plans to build a potash
transhipment terminal in Ust-Luga. Other projects include a
US$127 million phosphate rock open pit mining development in
Kazakhstan, with planned capacity of 1mtpa by 2015 and increases
in ammonia capacity and efficiency.

No Headroom for Shareholder Distributions
The rating case assumes weak market conditions over 2014-2015 and
no dividends or share buy-backs. Net funds from operations (FFO)
adjusted leverage will increase to 2.5x at end-2013 (high end of
the bracket for the rating) and remains around that level over
the next two years. Net debt peaks at RUB95 billion at end-2013
and reduces marginally thereafter as CFO is applied to the mining
effort. EuroChem's debt has more than doubled between 2010 and
2012 to fund acquisitions and share buy-backs. In H113, RUB9.5
billion was spent on share buy-backs against CFO of RUB16.4
billion and capex of RUB14.6 billion. In the absence of recovery
in the market and given the large capex program, we see no
headroom for shareholder distributions in 2014-2015 and the
Stable Outlook assumes that the group will maintain a
conservative stance.

Adequate Liquidity
At end-Q213, EuroChem had cash positions of RUB17.2 billion and
RUB0.7 billion in fixed-term deposits against short-term debt of
RUB22 billion, RUB15 billion of which has been refinanced through
a new USD1.3bn club facility signed in August. The latter was
used to repay the 2011 PXF loan of the same amount which started
amortizing in 2013, after a two-year grace period. The new
facility is unsecured, priced at three-month LIBOR + 1.8% and
also benefits from a two-year grace period. The base case assumes
that EuroChem will continue to access the debt capital and bank
markets to fund its capex and refinancing needs. The group
remains constrained by the gross and net debt/EBITDA covenants in
its PXF loan and loan participation notes (3.5x and 3.0x).

Rating Sensitivities
Negative: Shareholder distributions or shareholder-friendly
actions detrimental to debt creditors or translating into a
sustained increase in FFO-adjusted net leverage above 2.5x could
result in a negative rating action. A sharp deterioration in
fertilizer prices, demand or cost position leading to an EBITDAR
margin sustained below 20% would also be rating negative.

Positive: Fitch considers an upgrade unlikely due to the large
investment program and the shareholders' opportunistic strategy.
However, successful completion of one of the potash projects,
together with maintenance of a conservative financial profile,
may lead to positive rating action.

Full List of Rating Actions:

OJSC EuroChem Mineral and Chemical Company:

Long-term foreign currency IDR: affirmed at 'BB'; Outlook Stable

Long-term local currency IDR: affirmed at 'BB'; Outlook Stable

National Long-term rating: affirmed at 'AA-(rus)'; Outlook
Stable

Foreign currency Short-term IDR: affirmed at 'B';

Local currency senior unsecured rating (domestic bonds):
affirmed at 'BB'

National Long-term unsecured rating (domestic bonds): affirmed
at 'AA-(rus)'

EuroChem Global Investments Limited:

Foreign currency senior unsecured rating on the Loan

Participation Notes: affirmed at 'BB'


RUSHYDRO JSC: Fitch Affirms 'BB+' LT Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed JSC RusHydro's Long-term foreign and
local currency Issuer Default Ratings (IDR) at 'BB+'. The Outlook
on the ratings is Stable.

RusHydro's ratings benefit from state support and are notched
down two notches from the ratings of the Russian Federation
(BBB/Stable), its majority shareholder. The company's standalone
creditworthiness reflects its solid market position in Russia as
a leading, low-cost electricity producer. It also incorporates
RusHydro's rising debt and financial leverage mainly due to
extensive capex and the company's exposure to regulated, but
insufficient "cost plus" tariffs.

Key Rating Drivers

State Support-Driven Ratings

RusHydro's ratings continue to be driven by support from its
parent, the Russian Federation, in accordance with Fitch's Parent
and Subsidiary Rating Linkage methodology. Fitch assesses
RusHydro's credit strength as two notches below the sovereign's,
due to the company's strategic importance, state ownership, and
the direct equity injections and significant investment projects
supported by the state. Between January 2012 and June 2013,
RusHydro group received tangible state support of RUB68.8
billion, including a RUB50 billion equity injection for the
construction of four thermal power plants in the Far East and
direct subsidies of RUB15.2 billion as a compensation for low
tariffs in the Far East region.

In May 2012, the Russian president delayed the earlier announced
partial privatization of RusHydro in 2012 by including the
company in the list of strategic enterprises. The ratings factor
in Fitch's assumption that the state will maintain a majority
stake in RusHydro in the medium term.

RAO UES East Acquisition
Fitch views the 2011 consolidation from the state of a 69% stake
in OJSC RAO Energy System of the East (RAO UES East), which is
financially much weaker, as an example of state involvement that
has negative implications for RusHydro's creditworthiness.
Following consolidation, RusHydro's operating and financial
profile worsened due to RAO UES East's poor asset quality, fully
regulated, but insufficient "cost plus" tariffs, weak operating
cash flows, high leverage and short-term debt maturities.

Standalone Profile

Fitch views RusHydro's standalone credit profile as commensurate
with the mid 'BB' rating category reflecting its solid market
position as a leading, low-cost electricity producer in Russia on
the back of its large portfolio of hydro power plants. The
standalone profile also reflects the company's exposure to
regulated, but insufficient "cost plus" tariffs (in particular in
case of RAO UES East), as well as uncertainty of the regulatory
framework in the medium-term and corporate governance limitations
pertaining to the operating environment in Russia.

Uncertainty in Regulatory Framework

As the regulatory framework for the Russian utilities sector is
at the development stage with a limited track record of its
consistent implementation, it is less transparent and more
unpredictable than the regulatory regimes of the Western European
utility companies. Fitch views the lower transparency and
supportiveness of the Russian regulatory regime as a constraining
factor in its assessment of RusHydro's business profile.

Rising Leverage Due to Capex

RusHydro's funds flow from operations (FFO) adjusted net leverage
increased to 2.4x in 2012 from 1.6x in 2011 and 1x in 2010 mainly
due to higher net debt driven by negative free cash flow. "We
expect FFO adjusted net leverage to deteriorate to about 3x by
2014 owing to its extensive capex program, but note that RusHydro
has some capex flexibility and may cancel or defer some projects
if there is a risk of a substantial deterioration in net
leverage, for instance when FFO is weaker than expected," Fitch
says.

Rating Sensitivities

Positive: Future developments that could lead to positive rating
action include:

-- Positive rating action on the Russian Federation's ratings
    could be replicated on RusHydro's ratings, unless Fitch
    deems RusHydro's links with the state to have weakened at
    the same time.

-- Significantly lower leverage (compared with Fitch's
    expectations), and an improvement of operational performance
    (including in tariff policy) on a sustained basis would be
    positive for the company's standalone credit profile and
    possibly the ratings.

Negative: Future developments that could lead to negative rating
action include:

-- Negative rating action on the Russian Federation's ratings
    could affect RusHydro's ratings, unless Fitch deems
    RusHydro's links with the state to have strengthened at the
    same time.

-- A weakening relationship between RusHydro and the Russian
    Federation, i.e., significant reduction of the state's share
    and/or lack of tangible support that may contribute to
    RusHydro's FFO adjusted net leverage exceeding 3.5x on a
    sustained basis would be negative for the rating.

Liquidity and Debt Structure

Manageable Liquidity

At end-June 2013, RusHydro had short-term debt of RUB75 billion
against cash and short-term deposits of RUB73 billion (excluding
cash injection of RUB50 billion received from the state in
December 2012 for financing the Far East projects). Fitch
believes that RusHydro's short-term debt bias (44% of total debt
was due within 12 months as of end-June 2013) is mitigated by
access to funding from the state-owned banks (around 50% of total
debt). Fitch expects that RusHydro will generate negative free
cash flow in 2013-2015 due to the large capex, and consequently
it will need new external funding.

Full List of Rating Actions

JSC RusHydro

Long-term foreign currency IDR affirmed at 'BB+', Outlook Stable
Long-term local currency IDR affirmed at 'BB+', Outlook Stable
Long-term National Rating affirmed at 'AA(rus)', Outlook Stable
Local currency senior unsecured rating affirmed at 'BB+'

RusHydro Finance Limited

Local currency senior unsecured rating affirmed at 'BB+'



===============
S L O V E N I A
===============


PROBANKA DD: Sava Re Has EUR4.8-Mil. Exposure to Liquidation
------------------------------------------------------------
SeeNews reports that Slovenian reinsurer Sava Re Group said on
Monday it will book impairment losses related to subordinate
bonds and shares totaling EUR4.8 million (US$6.3 million) due to
the liquidation of local lenders Probanka and Factor Banka.

Earlier in the day, Factor Banka said in a bourse filing that
Bank of Slovenia had adopted measures in order to begin a process
for its supervised liquidation, SeeNews relates.

On Friday, the Slovenian government said another small local
lender, Probanka, will also be liquidated as it and Factor Banka
would be unable to survive on the market over the long term,
SeeNews recounts.

According to SeeNews, Sava Re said in a filing to the Ljubljana
bourse that as much as EUR1.8 million from the total impairments
relate to subordinate bonds of Factor Banka held by Sava Re
Group's parent company, Pozavarovalnica Sava, while EUR2.9
million and EUR46,336 relate to Probanka subordiante bonds and
Probanka shares respectively, both held by Group unit
Zavarovalnica Maribor.

Probanka is based in the north-eastern city of Maribor.

Factor Banka is based in Ljubljana.



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


BANCAJA 10: S&P Lowers Rating on Class D Notes to 'D'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from
'CCC- (sf)' its credit rating on Bancaja 10, Fondo de
Titulizacion de Activos' class D notes.

The downgrade follows the class D notes' interest payment default
on the Aug. 22, 2013 interest payment date (IPD).

As S&P noted in its previous review on July 5, 2013, the class D
notes have breached the transaction's interest deferral trigger
and have previously drawn on the reserve fund to meet interest
payments.

The trustee's data for the August 2013 IPD shows that cumulative
defaults account for 6.75% of the closing portfolio balance,
which is above the 5.70% trigger for the class D notes.  The
class D notes defaulted on their August 2013 interest payment
following the breach of the interest deferral trigger and the
reserve fund's depletion.  S&P has therefore lowered to 'D (sf)'
from 'CCC- (sf)' our rating on the class D notes.

Bancaja 10 is a 2007-vintage securitization of first-ranking
mortgages secured on owner-occupied residential properties in
Spain. Bankia S.A. originated and services the mortgages.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com


PESCANOVA SA: Shareholders to Vote on Debt Proposal on Thursday
---------------------------------------------------------------
Ben Sills at Bloomberg News reports that Pescanova SA
shareholders plan to ask lenders to accept a loss of at least 75%
on their loans to salvage the company that filed for bankruptcy
protection in April.

According to Bloomberg, Juan Manuel Urgoiti, the preferred
candidate of Corp. Economica Damm SA and Luxempart SA to become
non-executive chairman of Pescanova, said in an interview that
banks headed by Banco de Sabadell SA and NCG Banco SA will be
offered an equity stake in exchange for accepting the writedown.
Shareholders are scheduled to vote on the proposal at a meeting
on Sept. 12, Bloomberg discloses.  Mr. Urgoiti, as cited by
Bloomberg, said he has been pledged more than 30% of investors'
votes.

Pescanova sought protection from its creditors after uncovering
more than EUR2 billion (US$2.7 billion) of debt in off balance-
sheet financing units, Bloomberg recounts.  Former Chairman
Manuel Fernandez de Sousa-Faro is being investigated for fraud
over the losses and was this month ordered to provide guarantees
worth about EUR180 million to cover his liabilities, Bloomberg
discloses.

Mr. Urgoiti said that Deloitte, Pescanova's court-appointed
administrator, will recommend that the company be restructured
rather than liquidated because its underlying business remains
profitable, Bloomberg notes.  According to Bloomberg, he said
that Deloitte is due to publish its report imminently.

Glass Lewis & Co and ISS Proxy Advisory Services, which advise
institutional investors on how to vote their shares, also
recommend endorsing Mr. Urgoiti as chairman, Bloomberg discloses.

Mr. Urgoiti, as cited by Bloomberg, said investors would have
less confidence in Pescanova if the banks wiped out the existing
investors and took over all of the company because that would
create a conflict with the banks figuring as both equity and debt
investors.

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.



===========
S W E D E N
===========


NORTHLAND RESOURCES: S&P Raises Rating on NOK460MM Bonds to 'C'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue
ratings on the Norwegian krone (NOK) 460 million and $270 million
tranches of senior secured bonds (the existing bonds) issued by
Sweden-based mining company Northland Resources A.B. (Northland)
to 'C' from 'D' (default).  At the same time, S&P revised its
recovery rating on the existing bonds downward to '6' from '4',
reflecting its expectation of negligible (0%-10%) recovery in the
event of a payment default.

S&P is subsequently withdrawing its issue ratings on the existing
bonds at the issuer's request, reflecting the forthcoming
conversion of the bonds into equity.

The upgrade follows Northlands' completion of a reconstruction
following a default on its existing bonds in early 2013 due to a
material liquidity shortfall.

As part of the reconstruction, the bondholders approved revised
terms and conditions for the existing bonds.  These revisions
include the subordination of the existing bonds to a new issue of
senior secured bonds, the mandatory deferral of interest payments
on the existing bonds, and the mandatory conversion of the
existing bonds into equity by no later than July 14, 2016.

The downward revision of the recovery rating on the existing
bonds reflects the fact that these bonds are now subordinated to
the new senior secured debt.

The withdrawal of the issue ratings on the existing bonds
reflects their forthcoming conversion into equity in accordance
with the revised terms.



===========
T U R K E Y
===========


GOLDAS KUYUMCULUK: S.G. Needs to Get Ruling in Gold Trading Suit
----------------------------------------------------------------
Ali Berat Meric at Bloomberg News, citing Hurriyet newspaper,
reports that the appeals court said Societe Generale needs to
secure court ruling in Britain over dispute in gold trading
before it can seek bankruptcy of Goldas Kuyumculuk due to alleged
unpaid amount.

According to Bloomberg, Hurriyet said that British courts are
empowered to oversee the dispute according to contract between
sides.

Hurriyet said that Goldas lawyers argued the decision would
cancel the company's bankruptcy, Bloomberg relates.

As reported by the Troubled Company Reporter-Europe on April 4,
2013, Anatolia News Agency Goldas disclosed that the Bakirkoy
Commercial Court of First Instance in Istanbul had decided for
the company's bankruptcy despite another lawsuit for the
suspension of bankruptcy that has not been concluded by the
Istanbul Anatolia Commercial Court of First Instance.

Goldas Kuyumculuk is a Turkish jewelry company.



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


ARM ASSET: Faces Liquidation After Losing Ban Appeal
----------------------------------------------------
William Robins at citywire.co.uk reports that troubled life
settlement fund ARM Asset Backed Securities faces liquidation
having lost its final appeal against the Luxembourg regulator's
decision to block it from issuing new bonds.

Around 2,000 UK investors placed money in the fund, including
approximately 800 clients of collapsed IFA Rockingham Retirement,
who invested a total of GBP40 million in ARM, the report notes.

citywire.co.uk relates that the fund has been caught in
regulatory limbo since November 2011, when the Luxembourg
regulator, the Commission de Surveillance du Secteur Financier
(CSSF), refused to grant it a license meaning it was blocked from
issuing new bonds.

The board of ARM has sought to reassure investors that a
restructure was on the cards at which point it could recommence
making income payments, according to the report.

citywire.co.uk notes that ARM appealed the regulator's original
decision but in December 2012 a Luxembourg court rejected its
efforts. ARM lodged a further appeal against the court's ruling
in January 2013, and it is this appeal which has been rejected.

The latest ruling cannot be appealed, and the CSSF has asked the
court to order the dissolution and the liquidation of ARM, the
report says.

ARM Asset Backed Securities S.A. is a Luxembourg based special
purpose vehicle managed by Intertrust Management Ireland Limited.


DOMINOES TOYS: In Administration, Cuts Jobs
-------------------------------------------
ITV News Central reports that Dominoes Toys on Leicester's High
Street has gone into administration.

The shop which was founded 30 years ago, has suffered heavy
financial losses over the past few years, according to ITV News
Central.

The report relates that it has also been the victim of intense
competition from the Internet and supermarket rivals.  The report
notes that more than half of the staff have been made redundant.

The business has now been put up for sale, the report relates.


EDU UK: Moody's Assigns (P)B3 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a provisional corporate
family rating of (P)B3 to EDU UK Intermediate Limited (Study
Group), the holding company for Study Group, a company that
provides academic pathway courses for international students.
Concurrently, Moody's has assigned a provisional rating of (P)B3
and a loss given default (LGD) assessment of LGD4 to Study
Group's combined GBP205 million senior secured notes due 2018,
issued by EDU UK BondCo PLC, a company wholly owned by EDU UK
Intermediate Limited.  The senior secured notes are guaranteed by
EDU UK Intermediate Limited.  The outlook on all ratings is
stable.

"The (P)B3 rating we have assigned to Study Group primarily
reflects the group's small size and limited geographic
diversification, with its earnings concentrated in the UK, as
well as the company's high opening Moody's-adjusted leverage pro
forma for the note issuance," says Andreas Rands, a Moody's Vice
President - Senior Analyst and lead analyst for Study Group. "The
rating also incorporates the company's reliance on sourcing
students from Asia and the recent covenant reset. However, these
negatives are partially offset by the group's strong network of
educational-institution alliances, the stable drivers of industry
demand, positive enrolment trends for the 6 months to June 2013
and the company's modest levels of free cash flow generation over
the next 12-18 months, supporting a deleveraging trend," adds
Mr. Rands.

The CFR has been assigned on a provisional basis as it is
contingent on successful completion of the senior secured notes
issuance.

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

Ratings Rationale:

Study Groups' (P)B3 CFR primarily reflects the company's (1)
small size within the broader Business and Consumer Service
sector (GBP241.2 million in sales for FY2012); (2) lack of
geographic diversity, with the majority of profits generated in
the UK, and the balance largely in Australia; (3) reliance on
sourcing students from Asia, with recent softness in Chinese
enrolment, relative to budgeted levels, for the 6 months to June
2013; (4) recent covenant reset, largely driven by a contract
loss in Australia and the decision to reduce its US student
placement business, as well as weaker trading in Career Education
and Language Education; and (5) high Moody's-adjusted leverage
pro-forma for the proposed refinancing, at around 6.4x for the 12
months to June 2013.

More positively, the rating reflects (1) Study Group's wide
network of educational institution alliances; (2) the stable
drivers of industry demand, with an English language university
education holding value for Study Group's fairly affluent
students from Asia; (3) the positive enrolment trends at the
group level for the 6 months to June 2013; (4) the improvement in
company-reported Adjusted Continuing EBITDA to GBP39.1 million
for the twelve months ended 30 June 2013 from GBP33.3 million in
fiscal 2012; and (5) the company's modest free cash flow
generation prospects over the next 12-18 months, supporting a
deleveraging trend.

Liquidity Profile

Moody's expects that Study Group's liquidity profile will remain
satisfactory post transaction. Following its proposed
refinancing, the company's liquidity for the next 12 months will
consist principally of balance sheet cash (GBP15.6 million as at
December 31, 2012; GBP17.3 million as at June 30, 2013), as well
as its GBP30 million and AUD16 million super-senior secured
revolving credit facility (RCF) maturing in 2018. Given this
amount of cash and considering its negative working capital
cycle, Moody's would expect the business to generally cover its
capex via internally generated cash flows and balance sheet cash,
albeit it notes that the first quarter (January-March) is weak in
terms of cash generation, and would expect the company to
modestly utilize some of its cash balances during this quarter.
Furthermore, Moody's expects that, pro-forma for the refinancing
transaction, Study Group will maintain ample covenant headroom on
an ongoing basis.

Structural Considerations

Study Groups (P)B3 senior secured instrument rating is in line
with the CFR. This reflects the lack of significant structural
subordination and that the notes are guaranteed by substantially
all of Study Group's subsidiaries. Both the notes and the
revolving credit facility share the same security package and
while the notes and the revolving credit facility are pari passu
in ranking, the revolving credit facility is super senior in
terms of enforcement proceeds.

Rationale For Stable Outlook

The stable outlook reflects Moody's expectation that Study Group
will generate modest top-line growth, remain free cash flow
positive and rapidly deleverage over the next 12-18 months, such
that adjusted debt/EBITDA will trend towards 5.5x in 12-18
months. The stable outlook also assumes that the company will not
engage in any material debt-funded M&A activity.

What Could Change The Rating Up/Down

Moody's could upgrade the ratings if Study Group's earnings grow
such that adjusted debt/EBITDA approaches 5x and adjusted
(EBITDA-capex)/interest expense moves comfortably above 2x. A
ratings upgrade would also require financial policies that would
support leverage and coverage remaining at these improved levels
on a sustainable basis.

Conversely, Moody's could downgrade the ratings if Study Group's
operating performance declines or its financial policy becomes
more aggressive, an example of which could be a largely debt-
funded acquisition, such that adjusted debt/EBITDA were to remain
above 6x on a sustained basis or adjusted (EBITDA-capex)/interest
expense does not trend, and remain, above 1.2x. Moody's could
also downgrade the ratings if Study Group is unable to maintain
adequate liquidity.

Principal Methodology

The principal methodology used in these ratings was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Established in 1994 and headquartered in Sydney, Australia, EDU
UK Intermediate Limited (Study Group) specializes in the
provision of academic pathway courses for international students.
It has three divisions (1) Higher Education, which provides
university preparation programs for international students; (2)
Language Education, which provides English Language courses under
the "Embassy" brand; and (3) Career Education, which delivers
vocational training programs in Australia for domestic students.
The group reported sales of GBP241.2 million and EBITDA before
non-recurring significant items of GBP32.4 million for FYE
December 2012. The company is ultimately owned by private equity
firm Providence Equity Partners and management.


EDU UK: S&P Assigns Prelim B- Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
long-term corporate credit rating to EDU UK Bondco PLC, a special
purpose entity owned by U.K.-based provider of university access
programs, Study Group.  The outlook is stable.

At the same time, S&P assigned its preliminary 'B-' long-term
issue rating to the GBP205 million proposed senior secured notes
due 2018 to be issued by EDU UK Bondco PLC.  The preliminary
recovery rating on the notes is '4', indicating S&P's expectation
of average (30%-50%) recovery in the event of a payment default.

The rating on Study Group reflects S&P's view of the company's
"weak" business risk profile and its "highly leveraged" financial
risk profile.

Study Group is a provider of university access and preparation
programs and English language courses to international students,
as well as a provider of vocational courses to domestic students.
Its learning centers and colleges are located mainly in the U.K.
and Australia, with a small presence in the U.S.

The proceeds of the proposed notes are intended to refinance
Study Group's existing debt and some of its subordinated
preference certificates.

S&P views Study Group's business risk profile in the "weak"
category, as its criteria define the term, reflecting its
exposure to government-led changes to immigration and visa
policies, which may reduce student enrolment volumes.  The group
is also exposed to adverse foreign exchange movements which can
artificially increase tuition fees for students coming from
countries with volatile currencies. In addition, the ratings are
constrained by:

   -- Intensifying competition in its key markets for more
      profitable international student enrolments;

   -- The highly competitive and seasonal language education
      business;

   -- Study Group's loss-making U.S. higher education business,
      although S&P is mindful that it's not a significant
      contributor to the group's financial results; and

   -- The weak performance of the group's career education
      division in 2012, resulting from a temporary loss of
      government funding support for one of its programs, but
      which S&P understands to have recovered this year.

S&P also notes that Study Group relocated its headquarters from
Australia to the U.K. in early 2013, and in parallel brought in
new senior management, largely from outside the industry, which
could result in some additional risks regarding the successful
execution of the business plan.  S&P is cognizant that the new
management team has yet to build a track record.

These weaknesses are partly offset by a growing demand for higher
education from Study Group's key source markets, in particular
China, the established relationships that Study Group maintains
with university partners in the U.K. and Australia, as well as a
strong academic track record.  Study Group's business also
benefits from a degree of resilience to economic cycles and good
cash flow visibility as evidenced by a high share of student
weeks booked at the beginning of the financial year.

The main factor constraining Study Group's financial risk profile
is its high debt.  Under S&P's base-case scenario, it calculates
adjusted debt to exceed EBITDA by more than 13x in 2013,
including the subordinated preference certificates (SPCs), which
S&P views as debt-like, as per its criteria.  Excluding the SPCs,
S&P expects adjusted leverage to reach about 7.1x in 2013.  Even
excluding SPCs, we consider the ratio levels to be well within
the "highly leveraged" category under both scenarios.  Further,
S&P estimates Study Group's interest cover ratio, adjusted for
operating leases and accruing interest under the SPCs, to be at
0.7x in 2013.  Excluding the SPCs, this ratio reaches 1.6x, which
S&P assess as in line with the 'B-' rating.

S&P forecasts the company's adjusted leverage ratios to remain in
the highly leveraged category over the forecast period, both
excluding and including SPCs.  While S&P anticipates some
deleveraging--excluding accruing interests of the SPCs--it
recognizes that it will only happen if the group is able to grow
nominal EBITDA over the next few years.

These constraints are partly offset by: i) the accruing interest
feature of the SPCs, which provides some financial flexibility
for Study Group to meet its debt service requirements and
supports S&P's assessment of "adequate" liquidity; ii) modest
capital expenditure requirements and negative working capital,
which translate into good free operating cash flow (FOCF)
conversion rates.  Although the proposed high debt burden should
curtail FOCF generation, S&P still views FOCF as supportive of
the group's liquidity.

The stable outlook reflects S&P's opinion that Study Group should
be able to maintain sufficient financial flexibility to meet its
debt service requirements over the next 12 months, which are
limited to servicing the interest on its senior debt instruments.
In S&P's base-case scenario it anticipates that Study Group will
derive positive organic revenue and nominal EBITDA growth thanks
to the increasing attractiveness of its offer to university
partners and also to a growing community of international
students.  S&P views adequate liquidity, including more than 15%
headroom under the RCF covenant, and adjusted EBITDA cash
interest cover of about 1.5x, as commensurate with a 'B-' long-
term rating.

S&P could lower the rating if unexpected operating setbacks were
to cause earnings generation to decline to an extent that
adjusted EBITDA interest cover--excluding SPCs accruing
interests--fell below 1.5x, or if S&P believed that Study Group's
liquidity uses could exceed its sources or that financial
covenant headroom could contract to under 15% over the next 12
months.

S&P sees limited rating upside over the next 12 months given its
expectations of continuously high leverage and weak interest
coverage over the period.  However, S&P might consider a positive
rating action if Study Group's adjusted EBITDA cash interest
coverage ratio improved to above 2.0x, while it maintained
positive free cash flow and adequate liquidity.


HMV: November Cut-Off for Cards
-------------------------------
Irish Independent reports that music chain HMV's new owners have
confirmed they will exchange all valid gift cards, which were not
honored earlier this year when the company went into
receivership, for cards for the new business.

Hilco Capital said customers will have until the middle of
November to exchange their old gift cards - and must register
online, according to Irish Independent.   The report notes that
customers with valid gift cards must register online and will
then be issued with a new card from October 14.

They will have until November 15 to use the new card.

Gift cards can be used in the four HMV stores on Henry Street,
The Dundrum Centre and Liffey Valley Shopping Centre in Dublin
and the Crescent Shopping Centre in Limerick and the dual-branded
Xtra-Vision/ HMV stores around the country, the report adds.


MONTPELLIER ESTATES: Creditors to Lose GBP20MM After Liquidation
----------------------------------------------------------------
Jason McGee-Abe at bridgingandcommercial.co.uk reports that
banking giant RBS and other creditors are set to lose
GBP20 million after a property firm entered liquidation.

bridgingandcommercial.co.uk relates that creditors of Montpellier
Estates, the property business, are facing the shortfall after
receivers were appointed last month by its bank after a winding-
up petition was issued by Leeds City Council.

According to the report, the Council had looked to recover
millions of pounds it had been awarded in costs after defeating
Montpellier in a high-profile case about the procurement of the
Leeds Arena.

The report says the firm's millionaire owner, businesswoman
Jan Fletcher, is now being pursued personally by the council and
could lose out on almost GBP1 million in her capacity as an
unsecured creditor.

bridgingandcommercial.co.uk recalls that Montpellier suffered
defeat earlier this year when the High Court ruled in favor of
the council.  According to the report, Mr. Justice Supperstone
made an interim cost award of GBP2 million in favor of Leeds City
Council on April 25, 2013, to be paid in 28 days, while the
council said the case cost it in excess of GBP4 million.

The report notes that the council's subsequent decision to issue
a winding-up petition in a bid to recover its costs led to the
appointment of receivers by Royal Bank of Scotland, Montpellier's
largest creditor.

In July, Jon Gershinson and Louisa Brooks of Allsop were
appointed as joint fixed charge receivers over properties owned
by Montpellier Estates, the report adds.


MOSHEN: Goes Into Administration
--------------------------------
Insider Media reports that Moshen, a Lancaster digital app
agency, has been placed into administration.

Graham Baines, the chief executive of Moshen, had been suspended
and insolvency practitioners were set to be appointed to the
company after apparent "financial irregularities" were uncovered,
according to Insider Media.

The report relates that 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 that
administrators had now been appointed.

"Administrators have determined the security granted to Concha in
respect of the GBP300,000 term loan is unenforceable and,
accordingly, administrators consider Concha's debt is unsecured .
. . .  (We) understand Moshen has no other secured
creditors.....(and are) taking legal advice to assess the
validity of its security and the likelihood of success of any
challenge Concha may make in relation to the determination made
by Moshen's administrators regarding Concha's security," the
statement said, the report notes.

Last month, the report recalls that Concha said the
irregularities it had uncovered indicated a significant working
capital shortfall at Moshen.

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


OSS GROUP: Hydrodec Group Buys Firm, Saves 185 Jobs
---------------------------------------------------
Liverpool Daily Post reports that OSS Group, a collapsed
processor of used lubricant oil in Knowsley, has been saved with
185 jobs safeguarded.

Hydrodec Group has now bought OSS Group in a pre-pack
administration, according to Liverpool Daily Post.

The report relates that the deal was brokered by Brian Green and
Paul Flint of KPMG's North West Restructuring team.

The report notes that following a period of marketing in the
weeks prior to appointment, KPMG was able to secure an immediate
sale of the business and its assets to Hydrodec, a cleantech
industrial oil re-refining group.

"We have achieved an excellent outcome for creditors, employees
and other stakeholders following an intense period of marketing
the business which, together with our sector knowledge and
experience, ensured a highly competitive process," the report
quoted Paul Flint as saying.

The report notes that Mark Booth, corporate finance director for
KPMG, added: "During the marketing process, it soon became
apparent that the combination of Hydrodec's technology and OSS's
access to used oil made them an excellent strategic fit. . . .
We're particularly delighted that this deal will safeguard 185
jobs in the Knowsley area."


PORTSMOUTH FOOTBALL CLUB: New Owners Must Foot GBP7 Million Bill
----------------------------------------------------------------
The Sun reports that Portsmouth Football Club face a fresh cash
crisis after it was revealed their new owners must foot the bill
for GBP6.7 million in unpaid wages to former players.

Tal Ben Haim tops the list owed money from Pompey going into
administration, according to Portsmouth Football Club, according
to The Sun.


RANGERS FOOTBALL: EGM Likely if Board Dispute Not Resolved
----------------------------------------------------------
BBC News reports that a notice of an extraordinary general
meeting (EGM) of shareholders of the Rangers Football Club could
be sent by Friday if disagreement between directors and those
seeking changes to the board is not resolved.

A group of shareholders want Frank Blin, Sandy Easdale and Paul
Murray installed as directors, BBC discloses.

The club wants to avoid an EGM but is open to boardroom changes,
BBC notes.

However, an agreement to combine this business with October's
annual general meeting has not been forthcoming, BBC states.

According to BBC, in a statement to the London Stock Exchange,
Rangers said: "Further to the announcement on September 4, 2013,
the company confirms that while the board's discussions have
continued with representatives of the group who requisitioned a
general meeting to consider the proposed resolutions detailed in
the announcement on August 2, 2013, the board is disappointed to
announce that no agreement has been reached.

"Unless an agreement can be reached prior to September 13, 2013,
as set out in the announcement on  September 2, 2013, the company
will be required to send a notice to shareholders to convene the
general meeting by no later than September 13, 2013."

As reported by the Troubled Company Reporter-Europe on Aug. 9,
2013, The Scotsman related that former Rangers director Dave King
warned that the Rangers Football Club could go into
administration by Christmas unless Charles Green lowers his
asking price and sells up.  The South African-based businessman
is looking to acquire a controlling stake but has branded the
current share asking price "absurd", The Scotsman disclosed.

                   About Rangers Football Club

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


WILLENHALL LOCKS: Goes Into Liquidation; All Jobs Axed
------------------------------------------------------
Express & Star reports that workers at an historic Willenhall
firm have spoken of their anguish after the crisis-hit company
went into liquidation.

A total of 28 staff have been laid off at Willenhall Locks and
Keys which has been based in the town since the late 1950s, the
report says.

According to the report, Union representative for the firm,
Eric Cooper, said he was told of the company's fate on Sept. 2 by
administration company Leonard Curtis.

"All the workers lost their jobs on Monday afternoon," the report
quotes tool setter Mr. Cooper as saying.  Mr. Cooper has worked
at the Stringes Lane firm for 27 years.  "It's knocked everyone
back a bit. They've been left with nothing whatsoever."

Express & Star notes that union officials are now organising
talks with workers to find 'a way to best support them'.


                            *********

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.


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