TCREUR_Public/140905.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Friday, September 5, 2014, Vol. 15, No. 176

                            Headlines

F R A N C E

SNCM: EU Rejects France's Appeal on Illegal State Aid


G E O R G I A

GEORGIA: Institutional Strength Supports Moody's Ba3 Bond Rating


G R E E C E

PASAL: Files for Creditor Protection; To Implement Restructuring


L U X E M B O U R G

ESPIRITO SANTO: Finma to Investigate Banque Privee Unit
HARVEST CLO I: S&P Raises Ratings on 2 Note Classes to 'BB+'


N E T H E R L A N D S

* NETHERLANDS: Company Bankruptcy Rate to Fall by 10% This Year


U N I T E D   K I N G D O M

CO-OPERATIVE GROUP: Names R. Pennycook as Permanent Chief
CO-OPERATIVE GROUP: Interim Results Lists Profit Thru July 2014
CO-OPERATIVE GROUP: Sells Sunwin Business to Cardtronics
DECO 8 - UK: S&P Lowers Rating on Class D Notes to 'CCC-'
GELTSDALE BREWERY: Assets Sold Through Administration, Jobs Lost

INVERCLYDE: McGill's Buses Interested in Buying Shipyard
PHOSPHORUS HOLDCO: Moody's Puts B3 CFR on Review for Downgrade
THINK APARTMENTS: Denies Going Into Administration
YMCA WALES: In Administration; 18 Jobs at Risk


X X X X X X X X

* BOOK REVIEW: Risk, Uncertainty and Profit


                            *********


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


SNCM: EU Rejects France's Appeal on Illegal State Aid
-----------------------------------------------------
Reuters reports that the Court of Justice of the European Union
related in a Sept. 4 statement that it rejected an appeal by the
French state against a ruling forcing Societe Nationale Maritime
Corse Mediterranee (SNCM) to pay back EUR220 million of illegal
state aid.

SNCM, partially owned by water group Veolia, received the aid
during its privatization in 2006, and got European Commission
approval for it at the time, Reuters recounts.

In 2012, the ECJ's first-level General Court ordered it to repay
the aid following a complaint by SNCM competitor Corsica Ferries,
Reuters relays.

In a separate report, Reuters' Geert De Clercq relates that
Veolia has long said that the only way to protect SNCM from the
claims is to go under Chapter 11-style court protection, and
continue the viable part of the business under a new legal
structure, with new shareholders and with part of the company's
staff and assets.

The French state, which owns a direct 25% stake in SNCM besides
its indirect stake via CDC, came round to this view in July, but
has promised the unions not to seek court protection before the
end of October, Reuters recounts.

A source familiar with the situation told Reuters that if SNCM
runs out of cash to pay salaries and fuel before then, court
protection could be necessary before that date.

Transdev has said it will put no more new funds into SNCM and
efforts to find a buyer have foundered, according to Reuters.
Norway's Siem Shipping and Mexico's Baja Ferries have considered
buying SNCM, on condition of guarantees that they would not have
to repay the aid, which its shareholders cannot give, Reuters
notes.

The long-running SNCM saga has stopped Veolia from selling part
of its Transdev stake to CDC, as the state bank does not want to
take over majority control of Transdev as long as it owns the
troubled ferry operator, whose unions have launched several
strike actions in the past years, Reuters states.

As reported by The Troubled Company Reporter-Europe on
July 7, 2014, Reuters related that SNCM has racked up cumulative
losses of EUR250 million over the past decade despite subsidies
it receives from French authorities.

SNCM is a France-Corsica ferry operator.  The company is owned
66% by Transdev, a public transport joint venture between water
and waste group Veolia Environnement and state-bank CDC.



=============
G E O R G I A
=============


GEORGIA: Institutional Strength Supports Moody's Ba3 Bond Rating
----------------------------------------------------------------
Moody's Investor Service said in a report it issued that
Georgia's Ba3 rating (positive outlook) accounts for the small
and volatile nature of the economy as well as its low wealth
levels, though an attractive business environment means its
growth prospects are improving, especially with its recent
signing of a Deep and Comprehensive Free Trade Area (DCFTA) with
the EU which enters into force in September 2014.

The rating agency's report is an update to the markets and does
not constitute a rating action.

Moody's says Georgia's Ba3 government bond rating remains
supported by (1) the strength of the country's institutional
capacity and the pro-business operating environment, both of
which have supported economic development over the last decade;
and (2) the government's relatively strong balance sheet and
prudent macroeconomic policy, having benefitted from the support
provided by international institutions such as the IMF. Moreover,
the entering into force of the DCFTA in September 2014 should
improve Georgia's medium-term economic prospects. The latter was
a major driver of Moody's decision to change the outlook on the
Ba3 sovereign rating to positive from stable on 22 August 2014.

However, Moody's notes that Georgia remains a low-income country
with an economic model that remains heavily dependent on external
funding to deliver growth, as domestic savings remain low, albeit
improving. As a result, the Georgian economy's external
vulnerabilities have increased alongside high growth rates, as
reflected by large current account deficits and high external
debt. Georgia is also susceptible to geopolitical risk associated
with its persistent tensions with Russia since the 2008 conflict.

"The main challenge for the Georgian authorities is to ensure
healthy economic growth over the long term, while simultaneously
reducing external vulnerabilities," says Lucie Villa, an
Assistant Vice President in Moody's sovereign team. "With the re-
orientation of budget priorities, expenditure has marginally
shifted from capital formation to social and, in particular,
health care-related expenditures, which risks limiting fiscal
flexibility going forward." Public debt is not a major credit
concern given that it is relatively low at 32% of GDP in 2013,
with interest charges taking up to 3.2% of the government
revenue; loans on favorable terms represent 72% of the debt.

Improved resiliency of Georgia's balance of payments would
generate upward pressure on the rating. This would include (1) a
dissipation of the regional risks related to the developments of
the Russia-Ukraine crisis; or (2) the materialization of the
economic prospects arising from the DCFTA. Given the positive
outlook, downward pressure on the rating is unlikely. However,
the outlook would change if the external vulnerabilities and
geopolitical event risks were to materialize, for instance, on
the back of an intensification of the Russia-Ukraine crisis,
which would substantially affect Georgia's economy and external
position.



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G R E E C E
===========


PASAL: Files for Creditor Protection; To Implement Restructuring
----------------------------------------------------------------
ANA-MPA reports that Pasal on Wednesday, Sept. 3, filed for
protection from its creditors seeking to promote a restructuring
program.

In an announcement, the company said that despite a general
adverse condition in the country and the real estate market,
Pasal has no overdue debt to its workers, creditors, the Greek
state and pension funds, ANA-MPA relates.

According to ANA-MPA, Pasal intends to implement a restructuring
program, in cooperation with creditor banks, aimed at
rescheduling its bank debt to better exploit its real estate
investment portfolio and to take advantage of its equity
participation in Trastor.

The company said its actions will affect the operation of its
subsidiaries, its investment program and its transactions with
third parties, ANA-MPA notes.

Pasal is a real estate company based in Greece.



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


ESPIRITO SANTO: Finma to Investigate Banque Privee Unit
-------------------------------------------------------
Chad Bray at The New York Times reports that a Swiss financial
regulator said on Sept. 3 it had initiated enforcement
proceedings against a Swiss bank with ties to the Espirito Santo
family's troubled group of companies.

According to The New York Times, the Swiss Financial Market
Supervisory Authority, or Finma, said it was investigating the
role of Banque Privee Espirito Santo in the distribution of
securities and financial products of one of the family companies.

Banque Privee Espirito Santo, based in Lausanne, Switzerland, is
owned by the Espírito Santo Financial Group, which sought
creditor protection this year over its exposure to the financial
struggles of its corporate parent.

On Wednesday, Finma said it was examining, in part, "whether
breaches of supervisory law occurred" at Banque Privee Espirito
Santo, which is itself undergoing a voluntary liquidation, The
New York Times relates.

"The influence of the owners of the bank on procedures in
Switzerland will also be examined," The New York Times quotes the
regulator as saying.  Finman, as cited by The New York Times,
said that the inquiry was started in August.

A spokeswoman for Banque Privee Espirito Santo confirmed on
Wednesday that the bank had received notice of an enforcement
action by Finma and said it planned to work closely with the
regulator on the inquiry, The New York Times relays.

The regulator said it had appointed an independent third party to
examine issues at Banque Privee Espírito Santo, The New York
Times notes.

Since the bailout of Banco Espirito Santo in August, auditors and
regulators have been sifting through the accounts and
documentation linked to transactions struck by the family group
in the run-up to bank's collapse, The New York Times discloses.
They suspect financial crimes ranging from accounting fraud to
insider trading and are looking for ways to help recover some of
the outstanding debt, The New York Times states.

The forensic audit of the bank comes as shareholders who stand to
lose out in the bailout have been preparing lawsuits against the
former management, as well as challenging the split of assets
made between the "healthy" Novo Banco and the "bad bank" in which
the troubled loans were placed, The New York Times notes.

                      About Espirito Santo

Espirito Santo Financial Group SA is the owner of about 20% of
Banco Espirito Santo SA.

Banco Espirito Santo is a private Portuguese bank based in
Lisbon, Portugal.

In August 2014, Banco Espirito Santo was split into "good"
and "bad" banks as part of a EUR4.9 billion rescue of the
distressed Portuguese lender that protects taxpayers and senior
creditors but leaves shareholders and junior bondholders holding
only toxic assets.  A total of EUR4.9 billion in fresh capital is
being injected into this "good bank", which will subsequently be
offered for sale.  It has been renamed "Novo Banco", meaning new
bank, and will include all BES's branches, workers, deposits and
healthy credit portfolios.

Also in August 2014, Espirito Santo Financial Portugal, a unit
fully owned by Espirito Santo Financial Group, filed under
Portuguese corporate insolvency and recovery code.

In August 2014, Espirito Santo Financiere SA, another entity of
troubled Portuguese conglomerate Espirito Santo International SA,
filed for creditor protection in Luxembourg.

In July 2014, Portuguese conglomerate Espirito Santo
International SA filed for creditor protection in a Luxembourg
court, saying it is unable to meet its debt obligations.


HARVEST CLO I: S&P Raises Ratings on 2 Note Classes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Harvest CLO I S.A.'s class B-1, B-2, C, D, and Q combination
notes.  At the same time, S&P has affirmed its rating on the
class E notes.

Harvest CLO I is a 2004-vintage cash flow collateralized debt
obligation (CDO) transaction that securitizes loans granted to
primarily speculative-grade corporate firms.  3i Debt Management
Investments Ltd. is the transaction manager.

The rating actions follow S&P's assessment of the transaction's
performance.  S&P used data from the trustee report (dated
June 30, 2014), performed S&P's credit and cash flow analysis,
and took into account recent transaction developments.

The available credit enhancement for all classes of notes has
improved as a result of deleveraging.  The pool's proportion of
defaulted assets (rated 'CC','C', 'SD' [selective default], or
'D'), as well as the proportion of 'CCC' rated assets (rated
'CCC+', 'CCC', and 'CCC-') have increased since S&P's previous
review on Sept. 13, 2012.  The pool's weighted-average spread has
also increased since then.  The class E notes are currently
failing their par value tests.  In S&P's previous review, all of
the tranches were passing their par coverage tests.

S&P factored in the above observations in its cash flow analysis,
which S&P conducted by applying its corporate cash flow CDO
criteria, to determine the break-even default rate.  S&P used the
reported portfolio balance that it considered to be performing,
the principal cash balance, the current weighted-average spread,
and the weighted-average recovery rates that S&P considered to be
appropriate.  S&P incorporated various cash flow stress scenarios
using various default patterns, levels, and timings for each
liability rating category, in conjunction with different interest
rate stress scenarios.

At the same time, S&P conducted its credit analysis to determine
the scenario default rate (SDR), using Standard & Poor's CDO
Evaluator 6.0.1 to determine the portfolio's expected default
rate at each rating level, which S&P then compared with the
respective BDR.

"We ran our supplemental tests, where we analyze the pool's
concentrations regarding the largest obligor, industry, and
region, to help address the event and model risk that our credit
and cash flow analysis does not capture.  Taking into account our
credit and cash flow analysis and the application of the
supplemental tests, we consider the available credit enhancement
for the B-1, B-2, C, D, and class Q combination notes to be
commensurate with higher ratings.  We have therefore raised our
ratings on these classes of notes," S&P said.

Although S&P's cash flow analysis suggested a higher rating on
the class E notes, its largest obligor default test constrained
its rating on the class E notes at the currently assigned rating
level.  S&P has therefore affirmed its rating on the class E
notes.

S&P has analyzed the transaction's exposure to its derivative
counterparties, and concluded that it is currently sufficiently
limited, so as not to affect the ratings that S&P has assigned.

RATINGS LIST

Harvest CLO I S.A.
EUR514.3 mil fixed- and floating-rate notes

                         Rating      Rating
Class       Identifier   To          From
B-1         41753AAB6    AAA (sf)    AA (sf)
B-2         41753AAL4    AAA (sf)    AA (sf)
C           41753AAC4    AA+ (sf)    BBB+ (sf)
D           41753AAD2    BB+ (sf)    B+ (sf)
E           41753AAE0    CCC+ (sf)   CCC+ (sf)
Q (combo)   41753AAH3    BB+ (sf)    B+ (sf)



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


* NETHERLANDS: Company Bankruptcy Rate to Fall by 10% This Year
---------------------------------------------------------------
DutchNews.nl, citing credit insurer Atradius reports that the
number of companies going bust in the Netherlands is expected to
fall by 10% this year, after two years of successive growth.

According to DutchNews.nl, Atradius said the bankruptcy rate fell
by 12% in the first six months of the year and this trend is
likely to continue in the second half.

"Economic conditions are improving and that will translate into
fewer companies going bankrupt," DutchNews.nl company quotes
economist John Lorie as saying.



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


CO-OPERATIVE GROUP: Names R. Pennycook as Permanent Chief
---------------------------------------------------------
The Board of The Co-operative Group related in a Sept. 4, 2014
public statement that Richard Pennycook has been appointed as
Group Chief Executive, with immediate effect.  Richard was
previously Interim Group Chief Executive, a role he had held
since March this year. He initially joined the Group in June 2013
as Finance Director, before being appointed Chief Operating
Officer.

In the statement, Ursula Lidbetter, Chair of The Co-operative
Group, said:

   "The Co-operative Group needs strong, talented, committed
   leadership as it starts on the next phase of its recovery and
   I am delighted that Richard has accepted the role of Group
   Chief Executive.  Last week, we secured the overwhelming
   approval of our members for far-reaching governance reform.
   We are now moving forward with the work to bring to life the
   new structure.

  "It is against that backdrop that the Board decided to act with
  speed, and in the interest of the Group and its people, by
  appointing a permanent Group Chief Executive quickly and with
  immediate effect.  We have seen the first-class job that
  Richard has done over the last six months, in challenging
  circumstances, leading a strong executive team.  He has a
  commitment to co-operative values and principles and has built
  a strong rapport with our members. We are clear that he is the
  right person to continue the process of rebuilding the Group."

Also in the statement, Mr. Pennycook, Group Chief Executive, The
Co-operative Group, said:

  "I am delighted to have the chance to lead The Co-operative
  Group through the crucial job of rebuilding the business.  We
  have taken major steps forward over the last six months,
  securing governance reform and repairing our balance sheet, but
  we have much to do to return the Group to full financial health
  and improve the performance of our businesses.  I lead a
  talented executive team that has started this vital process and
  together we will continue our work to restore the Group to its
  rightful place at the heart of communities.  With our members'
  continued help and the ongoing support of our customers and
  colleagues, I am confident that The Co-operative Group has a
  strong and exciting future ahead of it."

                     About Co-operative Group

Founded in 183, The Co-operative Group is UK's largest mutual
business owned by nearly 8 million members.  The consumer
cooperative organization is widely known as "The Co-op."  It has
a diverse range of retail businesses, which include food,
financial services, funeral care, legal services and online
electricals.  It operates 4,500 retail outlets, employs about
87,000 people, and has an GBP11 billion annual turnover.

In May 2013, the Group mulled the sale of a GBP2 billion loan
portfolio after Moody's downgraded the rating on the Group's
banking arm to "junk" status and raised concerns that the
division needed a government bail-out.  This was also around the
time Euan Sutherland took over Peter Marks as chief executive.
Euan Sutherland eventually resigned in March 2014, saying that
the mutual is "ungovernable."

On Aug. 30, 2014, members approved board reforms.  About 80% of
member representatives voted to replace the existing board with a
plc-style body dominated by independent directors.  With this new
development, the number of board members is expected to be
decreased by 50%.

In 2014, the Group sold its pharmacy unit, The Co-operative
Pharmacy, to Bestway Group for GBP620 million; and its farming
business, Co-operative Farms, to Wellcome Trust for GBP249
million -- all in an effort to reduce debt.

The Group posted a GBP2.5 billion (US$4.2 billion) loss in 2013,
with debts aggregating GBP1.4 billion at the end of last year.


CO-OPERATIVE GROUP: Interim Results Lists Profit Thru July 2014
---------------------------------------------------------------
Co-operative News' Anthony Murray relates that The Co-operative
Group has returned to profit following its biggest ever loss of
GBP2.5 billion, reported earlier this year.

In interim results for the 26 weeks to July 5, the Group
announced an operating profit of GBP43 million (2013: GBP105
million) and turnover of GBP5.1 billion (2013: GBP5.3 billion).
Its 2013 GBP2.5 billion loss was attributed to the disposal of
the Co-operative Bank (GBP1.44 billion) and the write-down of the
2009 acquisition of Somerfield (GBP226 million), Co-operative
News relates.

"We took the tough decisions to re-shape our Group to ensure it
is on a sustainable footing and the disposals of our pharmacy,
farms and Sunwin Services businesses as part of this will repair
our balance sheet," Co-operative News cites newly appointed
permanent chief executive Richard Pennycook as saying.

Food generated the largest profit of GBP107 million (2013: GBP117
million), Co-operative News discloses.

Funerals was the only other business division to turn in a profit
of GBP35 million (2013: GBP42 million), Co-operative News notes.

General insurance reported a GBP7 million loss (2013: GBP29
million) and sales decreased to GBP189 million (2013: GBP245
million), which was blamed on the impact of increased claims
following "adverse weather conditions" earlier this year and a
competitive market for new business, according to Co-operative
News.

Legal services attributed a loss of GBP5 million (2013: GBP3
million) to a refocused strategy, which also saw sales decline to
GBP13 million (2013: GBP18 million), Co-operative News states.

"Our Group strategy is to build on our existing strengths as a
convenience food retailer and to optimize the performance of our
new Consumer Services Division, comprising of Funeralcare,
General Insurance and Legal Services," Co-operative News quotes
Mr. Pennycook as saying.  "We are now in a position to rebuild
and restore the Group and can look to the future with greater
confidence.

"At the same time, much remains to be done.  These results
clearly reflect an organization in transition and show the scale
of work necessary to restore the Group to full financial health.
Underlying profitability in the business has been curtailed by
the deliberate actions we are taking to implement our detailed
rebuild plan and to face into the tough trading conditions
prevailing in the markets in which we operate."

The Group continues to support the Co-operative Bank, Co-
operative News notes.  During the six months it reported a profit
of GBP25 million for its share in the Bank, of which it owns
20.2%, by Co-operative News discloses.  As part of the
recapitalization plan, payments were made of GBP50 million at the
end of January and GBP100 million in June with remaining GBP163
million to be transferred before the end of 2014, Co-operative
News relays.

                     About Co-operative Group

Founded in 183, The Co-operative Group is UK's largest mutual
business owned by nearly 8 million members.  The consumer
cooperative organization is widely known as "The Co-op."  It has
a diverse range of retail businesses, which include food,
financial services, funeral care, legal services and online
electricals.  It operates 4,500 retail outlets, employs about
87,000 people, and has an GBP11 billion annual turnover.

In May 2013, the Group mulled the sale of a GBP2 billion loan
portfolio after Moody's downgraded the rating on the Group's
banking arm to "junk" status and raised concerns that the
division needed a government bail-out.  This was also around the
time Euan Sutherland took over Peter Marks as chief executive.
Euan Sutherland eventually resigned in March 2014, saying that
the mutual is "ungovernable."

On Aug. 30, 2014, members approved board reforms.  About 80% of
member representatives voted to replace the existing board with a
plc-style body dominated by independent directors.  With this new
development, the number of board members is expected to be
decreased by 50%.

In 2014, the Group sold its pharmacy unit, The Co-operative
Pharmacy, to Bestway Group for GBP620 million; and its farming
business, Co-operative Farms, to Wellcome Trust for GBP249
million -- all in an effort to reduce debt.

The Group posted a GBP2.5 billion (US$4.2 billion) loss in 2013,
with debts aggregating GBP1.4 billion at the end of last year.


CO-OPERATIVE GROUP: Sells Sunwin Business to Cardtronics
--------------------------------------------------------
The Co-operative Group on Sept. 2 disclosed that it has entered
into a definitive agreement to sell its Sunwin Services Group
business to Cardtronics for a total consideration of up to
GBP41.5 million, payable in cash.

The transaction is expected to complete in November 2014,
following the fulfillment of a number of required steps to
separate the Sunwin Services Group business from The Co-operative
Group.

The Sunwin Services Group includes the following services: (1)
Cash & Valuables in Transit, (2) ATM Support, and (3) Sunwin
Managed Security.

All 1,500 Sunwin Services Group colleagues will transfer under
TUPE regulations to Cardtronics who will also take on the Head
Office in Bradford and 14 regional depots.

The Co-operative Group has also entered into a commercial
contract with Cardtronics for the operation of the ATM estate
within The Co-operative Food stores, commencing no later than
January 2016.

Richard Pennycook, Group Chief Executive said:  "I am pleased
that we have reached agreement with Cardtronics for the sale of
the Group's Sunwin Services Group business.

Cardtronics is a world-leader in managing ATMs, and the sale to
this organization will result in continued excellent service
levels to those businesses and individuals that use their
products and services.  Sunwin Services Group and its employees
have delivered an excellent level of service, and I have no doubt
the business will continue to develop further."

Pinsent Mason is acting as legal adviser to the Group on this
transaction.

According to The Guardian's Sean Farrell, Cardtronics said it
could start installing new machines immediately.

A Co-op spokesman said any existing and new cash machines
operated by Cardtronics would continue to be free to use, The
Guardian relates.

Cardtronics said it would pay the Co-op GBP35 million in stages
and that depending on the transfer of the existing cash machines,
it could pay an extra GBP6.5 million, The Guardian notes.

                     About Co-operative Group

Founded in 183, The Co-operative Group is UK's largest mutual
business owned by nearly 8 million members.  The consumer
cooperative organization is widely known as "The Co-op."  It has
a diverse range of retail businesses, which include food,
financial services, funeral care, legal services and online
electricals.  It operates 4,500 retail outlets, employs about
87,000 people, and has an GBP11 billion annual turnover.

In May 2013, the Group mulled the sale of a GBP2 billion loan
portfolio after Moody's downgraded the rating on the Group's
banking arm to "junk" status and raised concerns that the
division needed a government bail-out.  This was also around the
time Euan Sutherland took over Peter Marks as chief executive.
Euan Sutherland eventually resigned in March 2014, saying that
the mutual is "ungovernable."

On Aug. 30, 2014, members approved board reforms.  About 80% of
member representatives voted to replace the existing board with a
plc-style body dominated by independent directors.  With this new
development, the number of board members is expected to be
decreased by 50%.

In 2014, the Group sold its pharmacy unit, The Co-operative
Pharmacy, to Bestway Group for GBP620 million; and its farming
business, Co-operative Farms, to Wellcome Trust for GBP249
million -- all in an effort to reduce debt.

The Group posted a GBP2.5 billion (US$4.2 billion) loss in 2013,
with debts aggregating GBP1.4 billion at the end of last year.


DECO 8 - UK: S&P Lowers Rating on Class D Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
DECO 8 - UK Conduit 2 PLC's class A2 to D notes.  At the same
time, S&P has affirmed its ratings on the class A1, E, F, and G
notes.  Seven of the eight remaining loans are in special
servicing.

The rating actions follow S&P's review of the credit quality of
the eight remaining loans under its European commercial mortgage-
backed securities (CMBS) criteria.

DECO 8 - UK Conduit 2 closed in April 2006 and was secured by a
portfolio of 22 mortgage loans and the senior tranches of three
mortgage loans.  The initial 22 loans were secured by 75 U.K.
commercial properties and 92,464 ground leases.  The transaction
is currently backed by eight loans with a securitized loan
balance of GBP488.7 million.  The legal final maturity date for
the class A1 and A2 notes is April 2018, and is January 2036 for
all other classes of notes.

Seven of the eight remaining loans are in special servicing and
losses have been assumed in S&P's expected-case scenario for all
eight.

THE LEA VALLEY LOAN (43.35% OF THE POOL)

The Lea Valley loan is the largest loan in the transaction, and
has a current securitized loan balance of GBP211.9 million.  The
loan matures in April 2016.

The loan is secured by a portfolio of predominantly secondary
U.K. industrial premises, with a concentration in the Northwest
of England, Wales, and the Midlands.  The April 2014 servicer
report stated a total of 27 remaining assets with a vacancy rate
of 22.64% and a weighted-average unexpired lease term (WAULT) of
2.82 years.

In the April 2014 investor report, the servicer reported a 1.18x
loan interest coverage ratio (ICR) and a 234.34% loan-to-value
(LTV) ratio, based on a Sept. 2013 valuation of EUR92.0 million.

Since the Sept. 2013 valuation, partial asset sales have taken
place.  There were total net disposal proceeds of GBP7.6 million,
of which GBP5.7 million were applied by the issuer to pay down
the notes on the April and July 2014 interest payment dates.

S&P has assumed losses on the loan in its expected-case scenario.

MAPELEY II LOAN (38.71% OF THE POOL)

The Mapeley II loan matures in April 2016 and has a current
securitized loan balance of GBP189.2 million.  The loan is
currently in special servicing following a breach of the loan-to-
value (LTV) covenant in 2012.

The underlying portfolio comprises 16 U.K. secondary office
properties.  The largest asset comprises the 246,000 square foot
Microsoft office campus in Reading, with Microsoft accounting for
31.60% of the total current rental income in the portfolio.  The
current portfolio occupancy is 84.42%, with a WAULT of 5.57
years.

In the April 2014 investor report, the servicer reported a 1.20x
loan interest coverage ratio (ICR) and a 140.86% LTV ratio, based
on a August 2012 valuation of EUR134.3 million.

The special servicer is undertaking an asset-by-asset active
management workout of the loan, which includes certain capital
improvement works, together with attempting to improve rental
income and lease lengths throughout the portfolio.  In addition,
the special servicer is marketing certain assets for sale.

S&P has assumed losses on the loan in its expected-case scenario.

FAIRHOLD LOAN (12.68% OF LOAN POOL)

The Fairhold loan entered special servicing in March 2013
following a failure to repay at loan maturity on Jan. 20, 2013.
The loan has a total securitized balance of GBP61.9 million and a
GBP19.8 million B-note.

The loan was secured by an initial portfolio of 92,464 ground
rent assets on predominantly residential property located
throughout the U.K.  On the April 2014 interest payment date, the
servicer reported that a total of 82,975 ground rent lease
interests remain.

In the April 2014 investor report, the servicer reported a 1.35x
whole loan interest coverage ratio (ICR) and a 100.82% whole LTV
ratio, based on a July 2013 valuation of GBP84.9 million.

S&P has assumed losses on the loan in its expected-case scenario.

ROWAN UK COMMERCIAL PROPERTY LOAN (3.10% OF POOL)

The Rowan UK Commercial Property loan has a total securitized
balance of GBP15.2 million.  It is currently in special servicing
following an interest coverage ratio covenant breach and failure
to repay at maturity in October 2010.

The loan is backed by five secondary multi-let offices,
industrial, or retail assets situated in regional U.K. locations.
The assets are multi-let with the top five tenants, accounting
for about 50% of the total rental income.  The occupancy level
across all five assets is 88.87%.  The special servicer reported
the WAULT as 3.42 years.

In the April 2014 investor report, the servicer reported a 1.74x
loan ICR and a 228.95% LTV ratio, based on 2013 valuations
totaling GBP6.6 million.

S&P has assumed losses on the loan in its expected-case scenario.

OTHER LOANS (2.71% OF POOL)

The remaining four loans are known as the Elbank Ltd. Loan, MPH
(UK) Loan, Braeside Loan, and Swiftgold Loan.  All of the loans
are currently in special servicing, with three loans having
failed to repay at loan maturity.  Each loan is backed by a
single commercial property in regional U.K. locations.  S&P has
reviewed each loan individually and has assumed losses on all
four of these loans.

RATING ACTIONS

S&P's ratings in the transaction address the timely payment of
interest and the ultimate payment of principal no later than the
April 2018 legal final maturity date for the class A1 and A2
notes, and the Jan. 2036 legal final maturity date for all other
classes of notes.

Following S&P's review, it considers the available credit
enhancement for the class A1 notes to be sufficient to mitigate
the risk of principal losses from the underlying loans in a 'AA+'
rating stress scenario.  However, S&P has made adjustments in its
analysis to account for the significant number of defaulted loans
and the level of potential expected losses.  Therefore, S&P has
affirmed its 'AA (sf)' rating on the class A1 notes.

In S&P's view, the class A2 to D notes' credit quality has
further deteriorated.  The available credit enhancement for the
class A2, B, C, and D notes is no longer sufficient to address
S&P's principal loss expectations under their respective rating
level scenarios.

S&P believes the class A2 notes are now exposed to principal
losses from the underlying loans in its expected-case scenario.
S&P has therefore lowered to 'B- (sf)' from 'BB- (sf)' its rating
on the class A2 notes.

S&P believes the repayment of the class B, C, and D notes is
dependent upon favorable economic conditions.  Therefore, in line
with S&P's criteria for assigning 'CCC' category ratings, it has
lowered its ratings on these classes of notes.

S&P has affirmed its 'D (sf)' ratings on the class E, F, and G
notes as they experienced interest shortfalls on prior payment
dates and have had non-accruing interest (NAI) amounts applied or
are highly vulnerable to principal losses.

RATINGS LIST

DECO 8 - UK Conduit 2 PLC
GBP630.131 mil commercial mortgage-backed floating-rate notes

                               Rating          Rating
Class       Identifier         To              From
A1          XS0251885603       AA (sf)         AA (sf)
A2          XS0251886163       B- (sf)         BB- (sf)
B           XS0251886833       CCC+ (sf)       B (sf)
C           XS0251887211       CCC (sf)        B- (sf)
D           XS0251887724       CCC- (sf)       CCC (sf)
E           XS0251889696       D (sf)          D (sf)
F           XS0251890199       D (sf)          D (sf)
G           243578AH4          D (sf)          D (sf)


GELTSDALE BREWERY: Assets Sold Through Administration, Jobs Lost
----------------------------------------------------------------
thejournal.co.uk reports that Geltsdale Brewery Limited has
entered into administration causing all staff to lose their jobs.

Joint administrators Gordon Smythe Goldie --
recovery@taitwalker.co.uk -- and Matthew James Higgins of Tait
Walker LLP were appointed on July 25.

The administrators spoke to thejournal.co.uk Journal only to
confirm that all staff had been redundant and the assets of the
firm had been sold.

A meeting of creditors was suppose to have taken place last Sept.
2.

Geltsdale Brewery Limited, based in the Townfoot Industrial
Estate in Brampton, was known for beers such as Brampton Bitter
and Cold Fell and had been trading since 2006.


INVERCLYDE: McGill's Buses Interested in Buying Shipyard
--------------------------------------------------------
Express & Star reports that a total of 70 people were made
redundant immediately when it was announced that the Ferguson
shipyard in Port Glasgow, Inverclyde, had gone into
administration.

Sandy and James Easdale, the owners of McGill's Buses, may be
able to provide a lifeline for the yard, which was the last
commercial shipbuilder on the River Clyde, according to Express &
Star.

The report notes that the businessmen have expressed an interest
in saving the firm, with Sandy Easdale stating: "We have
contacted the administrators, KPMG, through our accountants.

"This is a highly-skilled workforce and it is a vital business
for our area.

"With Government assistance, both in Edinburgh and London, I am
sure we can secure orders."

The report notes that Ferguson Shipbuilders, which dates back to
1902, went into administration following "significant cashflow
pressure" in recent months.

Blair Nimmo, joint administrator and head of restructuring for
KPMG in Scotland, said then that the shipbuilder was a "leading
name in the industry with a rich heritage dating back more than
110 years," the report discloses.

Mr. Nimmo added: "A lack of significant orders and mounting
cashflow pressure has led to the group's inability to continue
trading," the report relays.

Scottish Finance Secretary John Swinney and Inverclyde Council
leader Stephen McCabe led a task force meeting to discuss the
future of the ailing shipyard.


PHOSPHORUS HOLDCO: Moody's Puts B3 CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed all ratings of Phosphorus
Holdco Plc under review for downgrade, including its B3 corporate
family rating (CFR), B3-PD probability of default rating (PDR)
and Caa2 rating on the GBP205 million PIK toggle notes due 2019.
Concurrently, Moody's has also placed under review for downgrade
all ratings on debt instruments issued by Phones4u Finance plc,
including the B3 rating on the GBP430 million senior secured
notes due 2018 and Ba3 rating on the GBP125 million revolving
credit facility (RCF) due 2017.

Ratings Rationale

The review for downgrade has been prompted by Phones4u's
announcement on September 1, 2014 that its network agreement with
Vodafone Group Plc (Baa1 stable), will not be renewed when it
terminates in February 2015. The scope of this agreement
currently represents more than 20% of Phones4u's revenues and
gross profits. In addition, the company was already facing the
termination of its store-in-store agreement with Dixons Retail
plc (B1 positive) in May 2015, putting a further 8% of EBITDA at
risk, in the absence of agreements with fresh partners. Phones4u
now faces the challenge of replacing the connections and related
revenue in respect of Vodafone with connections to other networks
in order to continue to cover its store network fixed cost base.
Following the Vodafone related announcement, the company has a
continuing relationship with only one mobile network operator
(MNO), namely EE Limited (EE; Baa2 stable; a joint venture
between Deutsche Telekom AG; Baa1 stable -- and Orange; Baa1
stable), selling connections and contracts to EE's three retail
brands. The company also has an existing relationship with mobile
virtual network operator (MVNO) Virgin Media Inc. (Ba3 stable)
and has its own nascent MVNO, Life Mobile.

Phones4u's current B3 CFR reflects the highly competitive market
in which the company operates, as highlighted by news that
Vodafone was strengthening ties with Phones4u's main competitor
Dixons Carphone (unrated). Phones4u's ratings also rest upon the
expectation that the company will remain an important outlet for
MNO partners, an assumption which is jeopardized by the
aforementioned announcement. Furthermore, the company's own
virtual network LIFE Mobile and new insurance product are at an
early stage of development, while Moody's adjusted leverage on a
debt/EBITDA basis stood at the upper end of our rating guidance,
at 7.5x as of the end of June 2014. However, Moody's expects
Phones 4u's liquidity profile to remain adequate for the time
being and to continue to be credit supportive.

Moody's review will assess the likelihood that Phones4u will be
able to replace the revenue and cash flow streams from the Dixons
and Vodafone contracts as well as the earnings quality underlying
any new contract with existing or potential new partners. The
review will also focus on Phones4u's prospective ability to
defend its business model and maintain its leading position as an
independent mobile phone retailer as competitors' behavior is
changing. Accordingly, the review will assess the company's
earnings resilience and therefore the suitability of the current
ratings relative to future financial metrics.

Principal Methodologies

The principal methodology used in these ratings was Global Retail
Industry published in June 2011. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Phones4u is a leading independent mobile phone retailer. As of
June 30, 2014, the group operated 720 stores across the UK, of
which 160 are concessions within electrical retail stores run by
Dixons Retail plc. Phones4u sells mobile phone connections,
handsets and accessories as well as insurance products. The group
established its own MVNO Life Mobile in 2013. In the last twelve
months ended June 30, 2014, Phones4u reported revenue GBP1.0
billion and EBITDA of GBP85.4 million from continuing operations.


THINK APARTMENTS: Denies Going Into Administration
--------------------------------------------------
Big Hospitality reports that Think Apartment has denied reports
that it has been placed into administration.

The firm published a statement saying that some of the properties
it operates have experienced ownership problems, resulting in
them being placed into administration, but that "this is
completely separate from the Think Apartments operating company,"
according to Big Hospitality.

"Following a period of significant growth under their management,
the properties managed by Think experienced ownership problems in
the autumn of 2013, when loans secured from Irish lenders over a
decade ago to develop London aparthotels were called in by the
National Asset Management Agency (NAMA) resulting in the
administration of some of the property owning companies that
Think operates," the statement said.

According to an official report to creditors published by Duff &
Phelps in December last year, five companies were placed into
administration in October 2013: Aparthotels (Bermondsey) Ltd,
Aparthotels (Tower Bridge) Ltd, Mazey Properties Ltd, Tower
Bridge Road Developments Ltd and Warwick Road Developments Ltd.

Big Hospitality relates that the report stated that the companies
were wholly owned subsidiaries of London City Group and Holdings
Limited (LCGH), which is also Think's parent company.  LCGH is
owned 99 per cent by Graham Harris, the sole director of both the
operating company (Think) and the various property companies
owning the buildings managed by Think.

Speaking to BigHospitality, Think's managing director Jim Souter
confirmed that a number of prop-cos had been placed under the
administration of Duff & Phelps, but stressed that it was "a
private legal matter between the Irish banking system and the
owner", and that these companies were "completely separate legal
entities" from Think.

"It is not Think Apartments that has been placed into
administration, in fact, Think Apartments has been an extremely
successful operation company over the past 4.5 years," the report
quoted Mr. Souter as saying.

"Unfortunately, Think will lose the right to operate these
buildings as a result of these properties being taken into
administration," Mr. Souter said.


YMCA WALES: In Administration; 18 Jobs at Risk
----------------------------------------------
Rupert Hall at WalesOnline reports that YMCA Wales has gone into
administration.

Administrators from Grant Thornton's Advisory team have been
appointed to settle the affairs of the National Council of Young
Men's Christian Associations of Wales (YMCA Wales) charitable
organisation, WalesOnline relates.

According to WalesOnline, Alistair Wardell, head of Grant
Thornton's Wales office in Cardiff, will lead the administration,
supported by James Stares, director in restructuring for the
business advisory specialists.

The 18 employees of the charity, which is based across three
sites in Swansea, Newgale and Rhayader, are at risk of redundancy
while the administrators seek sales for its assets, WalesOnline
discloses.

YMCA Wales was founded in 1981 and has been providing services to
young people and their communities throughout Wales.



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


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at http://is.gd/al9gqP

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                            *********

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, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *