TCREUR_Public/150821.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, August 21, 2015, Vol. 16, No. 165



DIANORDIA OY: Has One Week to Repay Debts or Face Bankruptcy


NATIONAL BANK: Fitch Raises State-Guaranteed Debt to 'CCC'


BACCHUS 2006-1: S&P Raises Rating on Class E Notes to 'B-'


FAB CBO 2002-1: S&P Raises Rating on Class B Notes to 'CCC-'
LUMILEDS HOLDING: S&P Affirms Prelim 'BB-' CCR, Outlook Stable
MESDAG BV: Moody's Affirms C Rating on EUR39.4MM Class D Notes


CHAMARTIN: Lone Star Buys Shopping Centers Out of Receivership


MECHEL OAO: Sept. 15 Hearing Set for RPFB's Bankruptcy Claim


ESMALGLASS HOLDING: S&P Assigns 'B+' CCR, Outlook Stable

U N I T E D   K I N G D O M

ALWAYS ENJOYABLE: Court Winds Up Firms for Misleading Advertisers
BRITAX GROUP: S&P Lowers CCR to 'CCC+', Outlook Stable
CO-OPERATIVE BANK: Losses Triple to GBP204.2MM in First Half 2015
LINDEN GROUP: Directors Banned After Overstating Sales
ROADCHEF ISSUER: Fitch Affirms 'B-' Rating on Class B Notes

TRADE QUALIFIED: Director Banned For 8 Years
WINDOW & CONSERVATORY: Couple Banned for Causing Firm to Go Bust


* BOOK REVIEW: Oil Business in Latin America: The Early Years



DIANORDIA OY: Has One Week to Repay Debts or Face Bankruptcy
Raine Tiessalo at Bloomberg News reports that Dianordia Oy, a
company offering tourists an opportunity to visit Santa Claus,
said it has been given one week to pay creditors before facing
bankruptcy proceedings.

"We're not yet bankrupt, and we are confident a solution will be
found," Bloomberg quotes Dianordia CEO Jarmo Kariniemi as saying.
"Problems grew as tourists from Greece, Italy, Spain, Russia
stopped coming."

Dianordia Oy runs the Finnish Santa Claus office.


NATIONAL BANK: Fitch Raises State-Guaranteed Debt to 'CCC'
Fitch Ratings has upgraded the state-guaranteed long-term senior
debt ratings of National Bank of Greece S.A. (NBG; 'RD') and
Eurobank Ergasias S.A. (Eurobank; 'RD') to 'CCC' from 'CC'.  At
the same time, Fitch has affirmed Eurobank's state-guaranteed
short-term senior debt rating at 'C'.

The rating actions follow the upgrade of Greece's sovereign Long-
Term foreign currency Issuer Default Rating.  The banks' other
ratings are unaffected and remain driven by the factors noted in
Fitch's rating action commentary of June 29, 2015.



The government-guaranteed debt issuances are senior unsecured
instruments that bear a full guarantee from the Greek state.
Fitch rates guaranteed debt at the higher of the senior unsecured
debt ratings of the issuer ('C' for both NBG and Eurobank) and
the guarantor's Long-term foreign currency IDR.  Fitch has no
reason to believe that these guaranteed programs and issues will
be treated differently to other obligations of the Greek state.



The banks' government-guaranteed debt ratings are sensitive to
any changes in Greece's sovereign ratings.

The rating actions are:


State-guaranteed debt (XS0920832846): upgraded to 'CCC' from


Long-term state-guaranteed debt programme: upgraded to 'CCC'
from 'CC'

Short-term state-guaranteed debt programme: affirmed at 'C'

ERB Hellas PLC:

Long-term state-guaranteed debt programme: upgraded to 'CCC'
from 'CC'

Short-term state-guaranteed debt programme: affirmed at 'C'

ERB Hellas (Cayman Islands) Ltd.:

Long-term state-guaranteed debt programme: upgraded to 'CCC'
from 'CC'

Short-term state-guaranteed debt programme: affirmed at 'C'


BACCHUS 2006-1: S&P Raises Rating on Class E Notes to 'B-'
Standard & Poor's Ratings Services raised its credit ratings on
all clases of BACCHUS 2006-1 PLC's notes.

The upgrades follow S&P's assessment of the transaction's
performance using data from the June 30, 2015 trustee report and
the application of its relevant criteria.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on S&P's stress
assumptions, that a tranche can withstand and still fully repay
the noteholders.  In S&P's analysis, it used the portfolio
balance that it considers to be performing (EUR50,544,209), the
current weighted-average spread (3.85%), and the weighted-average
recovery rates calculated in line with S&P's corporate
collateralized debt obligation (CDO) criteria.  S&P applied
various cash flow stresses, using its standard default patterns,
in conjunction with different interest rate stress scenarios.

Since S&P's Aug. 6, 2014 review, the aggregate collateral balance
has decreased by 59.81% to EUR52.49 million from EUR130.58

The class A-1, A-2A, A-2B, and B notes have fully paid down and
the class C notes have amortized by EUR12.92 million since S&P's
previous review.  In S&P's view, this has increased the available
credit enhancement for all rated classes of notes.

BACCHUS 2006-1's portfolio is concentrated and comprises 15
performing obligors, compared to 30 in S&P's previous review.
The largest obligor's assets represent 11% of the aggregate
collateral balance and the largest five obligors comprise 50% of
the total pool of performing assets.

Non-euro-denominated assets comprise 11.49% of the aggregate
collateral balance.  A cross-currency swap agreement hedges these
assets.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparty does not perform, and where the
transaction is therefore exposed to changes in currency rates.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, S&P considers that the available credit enhancement for
the class C, D, and E notes is commensurate with higher ratings
than those previously assigned.  S&P has therefore raised to 'AA+
(sf)' from 'BBB+ (sf)' its rating on the class C notes, to 'BB+
(sf)' from 'B+ (sf)' its rating on the class D notes, and to 'B-
(sf)' from 'CCC+ (sf)' its rating on the class E notes.

BACCHUS 2006-1 is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
March 2006 and its reinvestment period ended in April 2012.  IKB
Deutsche Industriebank AG is the transaction manager.


Class       Rating             Rating
            To                 From

EUR400.0 Million Senior Secured And Deferrable Floating-Rate

Ratings Raised

C           AA+ (sf)            BBB+ (sf)
D           BB+ (sf)            B+ (sf)
E           B- (sf)             CCC+ (sf)


FAB CBO 2002-1: S&P Raises Rating on Class B Notes to 'CCC-'
Standard & Poor's Ratings Services raised its credit ratings on
F.A.B. CBO 2002-1 B.V.'s class A-1 and A-2 notes.  At the same
time, S&P has affirmed its 'CCC- (sf)' rating on the class B

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report as of June 30,
2015, and the application of S&P's relevant criteria.

According to S&P's analysis, the class A-1 notes' rated
liabilities have deleveraged since S&P's previous review, which
has raised the available credit enhancement for all classes of
notes.  The class A1 notes' balance has decreased by more than
EUR8.7 million, representing a 57% reduction of the principal
amount outstanding since S&P's previous review.

"We factored in the above observations and subjected the capital
structure to our cash flow analysis, based on the methodology and
assumptions outlined in our corporate cash flow collateralized
debt obligation (CDO) criteria, to determine the break-even
default rate.  The BDR represents our estimate of the maximum
level of gross defaults, based on our stress assumptions, that a
tranche can withstand and still fully repay the noteholders.  We
used the reported portfolio balance that we considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that we
considered to be appropriate.  We 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," S&P said.

In S&P's view, the available credit enhancement for the class A1
and A2 notes is now commensurate with higher ratings than those
previously assigned.  S&P has therefore raised to 'AA (sf)' from
'A+ (sf)' and to 'B+ (sf)' from 'B (sf)' its ratings on the class
A1 and class A2 notes, respectively.

While the transaction's performance has improved overall since
S&P's previous review, according to its credit and cash flow
analysis the class B notes are unable to achieve a higher rating
than that currently assigned.  S&P has therefore affirmed its
'CCC- (sf)' rating on the class B notes.

F.A.B. CBO 2002-1 is a cash flow mezzanine structured finance CDO
transaction that closed in April 2005.


F.A.B. CBO 2002-1 B.V.
EUR309.5 mil asset-backed floating-rate notes

                                   Rating          Rating
Class      Identifier              To              From
A-1        XS0145221668            AA (sf)         A+ (sf)
A-2        XS0145222120            B+ (sf)         B (sf)
B          XS0145222633            CCC- (sf) CCC- (sf)

LUMILEDS HOLDING: S&P Affirms Prelim 'BB-' CCR, Outlook Stable
Standard & Poor's Ratings Services said that it has affirmed its
preliminary 'BB-' long-term corporate credit ratings on Dutch
lighting components manufacturer Lumileds Holding B.V.  The
outlook is stable.  S&P also affirmed the preliminary 'BB-' long-
term issue ratings on Lumileds' proposed senior secured

The rating will remain preliminary until the transaction is
closed and the debt package of US$1.675 billion is drawn down.
S&P aims to assign final ratings within 90 days.

The preliminary 'BB-' corporate credit rating is based on S&P's
assessment of Lumileds' "fair" business risk profile and
"aggressive" financial risk profile.  Lumileds is a subsidiary of
Koninklijke Philips N.V. that is in the process of being
divested. S&P expects a consortium, led by GO Scale Capital, to
finalize its purchase of an 80.1% stake in the company in the
fourth quarter of 2015.  The completion of the divestment
departed from the original timeline of July 2015 due to delays in
receiving regulatory approval.  Following the sale, Philips will
retain a 19.9% interest, including a 34% interest in the Lumileds
U.S. operations.  The transaction gives Lumileds an enterprise
value of $3.3 billion.

S&P's assessment of Lumileds' "fair" business risk profile is
supported by its strong market positions in its target markets,
long-term relationships with its customers, track record of
innovation and successful implementation of operating efficiency
initiatives, and above-average adjusted EBITDA margins of around
15%-20% compared with peers in the auto supplier industry.  These
strengths are moderated by the company's historically more
volatile profitability than peers, which S&P anticipates could
persist due to the changing dynamics in the lighting industry.
In addition, Lumileds' general illumination business unit has
historically made losses, and S&P expects it to become only
marginally profitable from 2015.

S&P's assessment of Lumileds' "aggressive" financial risk profile
is based on S&P's expectation that, following the close of the
transaction, adjusted debt to EBITDA will be between 4x-5x, and
adjusted funds from operations (FFO) to debt will be at the
stronger end of 12%-20% over S&P's three-year forecast period.
Lumileds' new financial sponsors are proposing to partly finance
the transaction through a debt package of US$1.675 billion,
comprising a US$1.58 billion term loan and US$95 million of
subordinated debt.  The capital structure will also include a
US$350 million revolving credit facility.  Although S&P expects
Lumileds to generate solid cash flows, S&P do not assume that the
company will materially reduce leverage to below 4x because of
strong industry growth prospects, high capital expenditure and
research and development costs, and anticipated dividend

The combination of Lumileds' credit metrics and financial sponsor
ownership corresponds with a financial-sponsor 5 (FS-5)
assessment, and therefore constrains S&P's assessment of the
company's financial risk profile.  However, the presence of the
shareholder agreement that Philips has put in place mitigates the
risk of the financial sponsor increasing the company's leverage
above 5x, which would warrant a FS-6 or "highly leveraged"
financial risk profile assessment.  For example, the agreement
stipulates that gross leverage cannot exceed 4x.  Generally, S&P
expects Philips to maintain prudent oversight over Lumileds'
financial policy as long as it remains a material shareholder and
continues to rely on Lumileds as a key supplier to its lighting

S&P has updated its revenue growth assumptions since it assigned
the preliminary rating on May 19, 2015.  S&P's base case assumes:

   -- Flat or moderately weakening revenue growth over the next
      6-18 months, mainly due to adverse currency movements.  The
      recent slowdown in the Chinese economy could be another
      drag on Lumileds' revenue growth, given recent cautious
      statements from automakers about the outlook for future
      volumes and Lumileds' material exposure to the Asia-Pacific

   -- Adjusted EBITDA margins will be around 15%-20% over S&P's
      forecast period.  This is based on S&P's expectations that
      there could be some pressure on pricing and EBITDA margins
      because of increasing competition in some of its business
      units, such as automotive LED and consumer.  Additionally,
      while S&P expects the conventional automotive business to
      contribute less to total EBITDA, S&P anticipates that its
      performance will benefit from the higher proportion of
      aftermarket sales.  S&P also expects the general
      illumination segment to become marginally profitable from
      2015 and that Lumileds will maintain its focus on operating
      efficiency to mitigate the pressure on EBITDA margins.

   -- Lumileds will make small bolt-on complementary acquisitions
      and will not make any material or transformational

The stable outlook reflects S&P's expectation that the company's
separation from Philips will be well managed, particularly as the
company's core functions--such as manufacturing and sales --
already operate on a stand-alone basis.  S&P also expects the
shareholder agreement to remain unchanged and in place over the
medium term. At the current rating level, S&P expects adjusted
debt to EBITDA to remain between 4x-5x and adjusted FFO to debt
to remain at the stronger end of 12%-20%.

S&P could lower the rating if it expected Lumileds' credit
metrics to materially deteriorate beyond current levels,
particularly if adjusted debt to EBITDA weakened to above 5x and
adjusted FFO to debt fell below 12%.  This could occur if
Lumileds does not achieve business growth or EBITDA margins in
line with S&P's forecasts or makes material debt-financed
acquisitions.  S&P could also lower the rating if there are
adverse changes to the shareholder agreement or if the company's
liquidity weakens below S&P's current "adequate" assessment.
This could happen if liquidity sources to uses falls below 1.2x
or if Lumileds does not have sufficient headroom under its
financial maintenance covenants.

Given the current absence of any deleveraging targets, any rating
upside would be subject to a clear commitment from the financial
sponsor that any material deleveraging would be sustained.  S&P
could consider an upgrade if the company delivered adjusted debt
to EBITDA sustainably below 4x and adjusted FFO to debt
sustainably above 20%.

MESDAG BV: Moody's Affirms C Rating on EUR39.4MM Class D Notes
Moody's Investors Service has upgraded the Class B and affirmed
the Classes C and D of EMEA CMBS Notes issued by Mesdag (Charlie)
B.V. Moody's rating actions are:

  EUR44.7 million B Notes, Upgraded to A3 (sf); previously on
  March 13, 2013 Affirmed Baa2 (sf)

  EUR44.7 million C Notes, Affirmed Ca (sf); previously on
  March 13, 2013, Downgraded to Ca (sf)

  EUR39.4 million D Notes, Affirmed C (sf); previously on
  March 13, 2013 Downgraded to C (sf)

Moody's does not rate the Class E and X Notes.


The ratings of the Class B Notes are upgraded to reflect recent
positive developments on the pool with the repayment of the
largest loan, the Berlin Loan in addition to further disposal
proceeds generated from the Dutch Office I Loan.  The repayment
proceeds were allocated sequentially to the notes at the July IPD
and fully redeemed the class A notes while contributing to a
partial redemption of the class B notes.

With the repayment proceeds and considering the current
outstanding PDL amounts, the credit enhancement of the Class B
notes increased from 20.4% as at Moody's last rating action in
March 2013, to 57.3% as of the July 2015 investor report.

While Moody's expects the now senior Class B notes to further
benefit from the full repayment of the Tommy loan given its
relatively low reported UW LTV of 36% (based on a 2014 appraisal
value), the resulting proceeds will be insufficient to fully
redeem the notes.  Therefore, there is reliance on the workout of
the defaulted Dutch I and Dutch II loans (60% of current pool
balance).  Moody's notes that the recent property disposals have
led to an increase in the overall vacancy levels of the two
loans, reflecting the weaker quality of the remaining properties.

Moody's base expected loss for the pool is now in the range of
45%-50% of the current balance.  Moody's derives this loss
expectation from the analysis of the default probability of the
securitized loans (both during the term and at maturity) and its
value assessment of the collateral.

Realised losses have declined marginally from 8.3% to 7.9% of the
original securitized balance since last review.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach To Rating EMEA CMBS Transactions published in July 2015.

Factors that would lead to an upgrade or downgrade of the rating:

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a further decline in the property values
backing the underlying loans; (ii) an increase in default
probability relating to the Tommy Loan; (iii) lack of progress or
visibility on the work out of the Dutch Office I and Dutch Office
II Loans.

Main factors or circumstances that could lead to an upgrade of
the rating are (i) a full repayment of the Tommy Loan on its
maturity date in combination with a good progress of the work-out
of the Dutch Office I and Dutch Office II Loans and (ii) an
increase in the property values backing the remaining underlying


As of the July 2015 interest payment date ("IPD"), the
transaction balance has declined by 76% (this increases to 84%
when the PDL amounts are included) to EUR118.9 million from
EUR493.7 million at closing in 2007 due to scheduled amortization
and the payoff of five loans originally in the pool.  The notes
are currently secured by the four remaining loans which are
secured by first-ranking legal mortgages over 16 Office,
Residential and Mixed Use properties.  The pool's geographic
concentration is now Netherlands (60.2% by outstanding loan
balance) while the remaining assets are located in Germany (39.8%
by outstanding loan balance).  Moody's uses a variation of the
Herfindahl Index, in which a higher number represents greater
diversity, to measure the diversity of loan size.  Large multi-
borrower transactions typically have a Herf of less than 10 with
an average of around 5. This pool has a Herf of 3.2, reflecting
diversity of jurisdiction and asset type.

Three of the four remaining loans are in special servicing: Dutch
Office I, Dutch Office II and Derrick loans, together 63.5% of
the pool by securitized loan balance.


Below are Moody's key assumptions for the three largest remaining

  1. Tommy Loan - LTV: 57.2% (Whole)/ 57.2% (A-Loan); Total
Default Probability - Low; Expected Loss 0% -10%.

The now largest loan in the pool, the Tommy Loan (36.5% of the
securitized pool) is secured by 90% residential properties
located throughout North Rhine-Westphalia, Bavaria, Berlin,
Hamburg and Lower Saxony.  The loan is current and has its
maturity in April 2016.  The current vacancy rate of the
portfolio is 10.7%, up from 5.2% at closing.  The loan continues
to benefit from a strong debt service coverage ratio and low loan
to value.

  2. Dutch Office I Loan -- LTV: 521.8% (Whole)/ 521.8% (A-Loan);
Total Default Probability - N/A; Expected Loss 80% -90%.

The second largest loan in the pool, the Dutch Office I Loan
(32.2% of the securitized pool) is secured by two Dutch offices
located in Den Bosch.  The loan defaulted and went in to special
servicing in September 2011.  The Groningen property and Rijswijk
property were both sold in June 2015 and the sale proceeds
applied to partially repay the Dutch Office I Loan.  The special
servicer is continuing with their workout strategy to dispose of
the two remaining properties.

  3. Dutch Office II Loan -- LTV: 245.9% (Whole)/ 245.9% (A-
Loan); Total Default Probability - N/A; Expected Loss 60% -70%.

The third largest loan in the pool, the Dutch Office II Loan
(28.0% of the securitized pool) is secured by one remaining Dutch
office located in Amersfoort.  The loan defaulted and went in to
special servicing in April 2012.  The Ede property was sold in
February 2015 and the sale proceeds applied to partially repay
the Dutch Office II Loan.  The special servicer is continuing
with their workout strategy to dispose of the one remaining


CHAMARTIN: Lone Star Buys Shopping Centers Out of Receivership
Property Investor Europe, citing Portuguese newspaper Publico,
reports that US opportunity fund Lone Star have paid some EUR500
million to buy four Portuguese shopping centers in receivership
originally owned by Spain's Chamartin.

The firms have not commented, PIE notes.


MECHEL OAO: Sept. 15 Hearing Set for RPFB's Bankruptcy Claim
Jim Silver at Bloomberg News reports that the arbitration court
in Moscow agrees to review a claim by RPFB Project Finance
seeking to have Mechel declared bankrupt on Sept. 15.

According to Bloomberg, Mechel said in a filing with the U.S.
Securities and Exchange Commission that if the judge considers
the claim reasonable, a supervision procedure will start.

Mechel said if creditor's claims are satisfied prior to the
hearing, the bankruptcy proceedings will be dismissed, Bloomberg
relates.  The company, as cited by Bloomberg, said it will make
"every effort" to prevent bankruptcy.

Mechel is a Russian steel and coal producer.

Pursuant to the plan for participation of the state corporation
Deposit Insurance Agency in settling obligations of OJSC JSCB
Probusinessbank approved by the Bank of Russia, the Agency held a
tender to select a bank to purchase a part of assets and
liabilities of the bank.

PJSC BINBANK who offered the best conditions for the transfer of
assets and liabilities has won the tender.

Pursuant to the approved participation plan, obligations to more
than 330 thousand depositors in the total amount of RUR25 billion
will be transferred to BINBANK.

BINBANK is to start servicing depositors of Probusinessbank not
later than August 26, 2015.

ProbusinessBank is headquartered in Moscow.


ESMALGLASS HOLDING: S&P Assigns 'B+' CCR, Outlook Stable
Standard & Poor's Ratings Services said that it has assigned its
'B+' long-term corporate credit rating to Spain-based Pigments II
B.V., a holding company for Spain-based ceramic-products maker
Esmalglass.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
EUR305 million senior secured facilities (comprising a
EUR250 million term loan B, a EUR40 million revolving credit
facility [RCF], and a EUR15 million capital expenditure
facility), in line with S&P's corporate credit rating.  The
recovery rating on these facilities is '3'.  Despite S&P's
indicative recovery prospects on the secured facilities being in
excess of 70%, S&P's criteria cap the recovery rating at '3'
because of its view of Spain as a relatively unfavorable
jurisdiction for creditors.

These ratings are in line with the preliminary ratings S&P
assigned on Feb. 9, 2015.

The rating reflects S&P's assessment of Esmalglass' business risk
profile as "weak" and its financial risk profile as "aggressive,"
as S&P's criteria define these terms.

Esmalglass is a leading producer of intermediate products that
are sold directly to ceramic tile manufacturers worldwide.  The
product portfolio includes glazing products (frits, glazes) as
well as body stains to color the body of the tiles and surface
products (glaze stains, inkjet inks).  The group is a niche
player with a portfolio of products applied to a wide range of
tiles.  The group benefits from strong market positions in the
countries in which it operates, and has good geographic and
client diversity.  On the other hand, Esmalglass is exposed to
particularly cyclical and volatile construction end markets,
which has resulted in revenue contraction and absolute EBITDA
declines in the past when demand has suddenly fallen.  The
group's recent, and rapid, expansion into countries that we
consider higher risk under S&P's criteria could increase the
volatility of future demand.

Esmalglass recently acquired Fritta, a Spain-based company that
designs, manufactures, and sells glazes, frits, digital standard
inks, and ceramic colors.  In S&P's opinion, this acquisition
complements the Esmalglass group's existing footprint and product
suite, and offers the group a good platform to continue its
expansion in southeast Asian markets.

Esmalglass is currently majority-owned by financial sponsor
Investcorp, and S&P notes that Esmalglass' management also holds
a significant stake in the group.  S&P acknowledges that its
owners have a more conservative approach and lower tolerance for
aggressive leverage than such a sponsor usually does, which S&P
reflects in its "FS-5" financial policy modifier.  S&P considers
it highly unlikely that the group would be releveraged to more
than 5x debt to EBITDA over S&P's rating horizon of 12-18 months.
Esmalglass' capital structure contains a relatively modest amount
of shareholder loans and accrued payment-in-kind (PIK)
interest -- totaling about EUR47 million on Dec. 13, 2014.

Esmalglass' core and supplementary credit metrics fall
respectively within the "significant" and "aggressive" financial
risk profile categories, in S&P's forecast.  However, S&P's FS-5
financial policy modifier also reflects the element of
uncertainty (in terms of the potential for higher leverage, a
more aggressive acquisition policy, and higher shareholder
returns) that is introduced by financial-sponsor majority
ownership.  Under S&P's criteria, when an issuer has a "weak"
business risk profile combined with a FS-5 financial policy
descriptor, S&P caps the issuer's financial risk profile at

S&P's base-case assumptions for Esmalglass for the fiscal year
ending Dec. 31, 2015, have not changed materially since S&P
assigned the preliminary rating on Feb. 9, 2015.  In S&P's base
case, it assumes:

   -- Stable growth fundamentals in the group's end markets,
      anticipating that the global recovery stays on track;

   -- Full integration of Fritta, resulting in growth of the
      group's consolidated revenues to about EUR430 million; and

   -- EBITDA margins of slightly more than 19%, should management
      continue to reduce its cost base and deliver sufficient
      synergies from the Fritta transaction.

Based on these assumptions, S&P arrives at these credit measures:

   -- Standard & Poor's-adjusted debt to EBITDA of about 3.7x
      (including the shareholder loan and accrued PIK interest);

   -- Funds from operations (FFO) to debt of about 14%-15%; and

   -- Cash interest coverage of more than 3x.

S&P assesses the group's management and governance as "fair,"
reflecting its experienced management team and clear operational
and financial goals.

The outlook is stable.  S&P anticipates that the growth
environment that is currently benefiting the industry will
continue through 2015.  S&P expects that Esmalglass will be able
to increase revenues and slightly improve its margins over the
rating horizon of 12-18 months.  S&P anticipates that the group's
Standard & Poor's-adjusted debt to EBITDA should be about 3.7x in
2015, with good cash interest coverage of significantly more than

S&P sees a limited likelihood of raising the ratings at this
stage, because S&P's FS-5 financial policy score effectively caps
the group's financial risk profile at "aggressive," due to
uncertainty over the potential for future releveraging,
shareholder returns, and changes to the group's acquisition and
disposal strategy.

S&P could lower the ratings if Esmalglass were to experience
severe margin pressure, or poorer cash flows, leading to credit
metrics weakening to a level more commensurate with a "highly
leveraged" financial risk profile -- specifically, debt to EBITDA
above 5x or FFO to debt of less than 12%.  S&P could also lower
the ratings if Esmalglass undertook debt-funded acquisitions or
increased shareholder returns.

U N I T E D   K I N G D O M

ALWAYS ENJOYABLE: Court Winds Up Firms for Misleading Advertisers
Always Enjoyable Limited and Living Creative Limited, two
companies which produced a magazine on behalf of the Federation
of British Police Motor Clubs (FBPMC), have been wound up in the
High Court for misleading advertisers.

The winding up follows an investigation by the Insolvency

The court heard the companies, under their previous names of Mode
Design and Branding Limited and Mode Design and Printing Limited,
respectively, sold advertising space in 'Overdrive', a magazine
affiliated to the FBPMC, which they were supposed to publish on a
quarterly basis.

However, the Insolvency Service's evidence showed that Always
Enjoyable had recklessly misled customers and used high pressure
sales techniques in order to achieve advertising sales. In
particular, the company misled customers:

-- to believe that it was affiliated with the police and/or the
    emergency services;

-- and potential customers into believing that someone within
    their business had previously agreed to advertise with the
    company in order to agree a sale; and

-- as to circulation, readership and regional aspect of the
    distribution of the "Overdrive" publication.

The Court also heard that there was little or no commercial
benefit to the advertisers.

Living Creative Limited continued the trading model adopted by
Always Enjoyable, also had a lack of commercial benefit to
advertisers, and was the third company, following on from Always
Enjoyable and Mode PR (UK) Limited (now in liquidation), which
utilised the trading model.

Commenting on the case, Alex Deane, an Investigation Supervisor
with the Insolvency Service, said:

"This company took substantial sums of money from businesses for
services which were of little or no commercial benefit and
through misleading sales practices. Those responsible should be
aware that the Insolvency Service can and will take firm action
against companies which operate in this manner."

Always Enjoyable Limited was incorporated on May 21, 2012.
Throughout the majority of its trading, it was known as Mode
Design and Branding Limited.

The petition to wind-up Always Enjoyable Limited was presented
under s124A of the Insolvency Act 1986 on June 2, 2015. The
company was wound-up on Aug. 4, 2015.

Living Creative Limited was incorporated on Sept. 2, 2014.
Throughout the majority of its trading, it was known as Mode
Design and Printing Limited.

The petition to wind-up Always Enjoyable Limited was presented
under s124A of the Insolvency Act 1986 on June 2, 2015. The
company was wound-up on Aug. 4, 2015.

BRITAX GROUP: S&P Lowers CCR to 'CCC+', Outlook Stable
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.K.-based child car seat and wheeled goods
manufacturer Britax Group Ltd. (Britax) to 'CCC+' from
'B-'. The outlook is stable.

At the same time, S&P lowered its issue rating on Britax's credit
facilities to 'CCC+' from 'B-', including the currently
outstanding EUR300 million term loan and EUR40 million revolving
credit facility (RCF).  S&P also revised its recovery rating on
the credit facilities downward to '4' from '3'.

The downgrade reflects S&P's view that that the company's long-
term financial commitments are unsustainable given the ongoing
weak operating results throughout Britax's major geographic
regions, as well as lower turnaround prospects due to the safety
recall of the company's U.S. ClickTight car seat products.

The revision of the recovery rating on the senior secured
facilities to '4' from '3' reflects S&P's lower stressed
valuation of the business following negative operating trends in
the past 18 months.

Despite Britax's positive steps -- such as resolving earlier
supply side issues in the U.S. and implementing planned cost
reduction initiatives evaluated by Alix Partners -- S&P expects
its recovery to be weakened by additional costs accrued in
connection with the product recall in the U.S., especially as the
U.S. market accounts for 40% of sales.  S&P now estimates, under
its base case, that the company will generate about EUR25 million
of adjusted EBITDA in 2015 and 2016, which will leave limited
headroom for any unforeseen cash outflows.

Although S&P understands that the recall will only have a limited
impact on other geographic markets, the company could face
difficulties in restoring brand reputation in the U.S., which is
expected to be the growth driver of the business.

S&P continues to assess Britax's business risk profile as "weak,"
reflecting the competitive challenges the company is facing.  S&P
expects ongoing difficult trading conditions for the rest of 2015
and 2016, driven by brand reputation issues in the U.S. and lower
sales volumes from key customers in core markets, particularly
the U.S., Germany, and Australia.

Britax's "highly leveraged" financial risk profile reflects the
financial sponsor ownership and very high debt-to-EBITDA ratio of
about 32x.  S&P's assessment factors in EUR300 million of term
loans and about EUR30 million in operating lease adjustments, as
well as a shareholder loan and preference shares, which totaled
EUR445.1 million in December 2014, including accrued interest and
accrued dividends.  The shareholder debt is subordinated to the
senior secured credit facilities, and S&P treats it as a
financial liability under its criteria.  S&P continues to believe
that the company's deleveraging capabilities will remain limited
over the medium term, owing to the fast-accruing payment-in-kind
liability on the shareholder debt.

S&P forecasts funds from operations (FFO) cash interest coverage
to remain close to 1.4x for the next two years.  For 2015, S&P
forecasts slightly negative free operating cash flow (FOCF)
generation.  This takes into account lower capex and a working
capital cash inflow of about EUR8 million, reflecting Britax's
efforts to improve supplier payment terms and to discontinue
paying suppliers earlier to gain settlement discounts.

S&P's base case assumes:

   -- Mid-single-digit top-line growth in 2015, driven by higher
      volume sales in Europe.  Low-single-digit top-line growth
      in the following two years.  Standard & Poor's-adjusted
      EBITDA margin of 7.4% in 2015, slightly decreasing
      thereafter driven by the challenging market conditions in
      Europe and the negative impact of the product recall in the

   -- Capex of about EUR10 million-EUR12 million.

   -- Fast accrual of non-cash-paying debt as the capital
      structure contains a shareholder loan and preference

Based on these assumptions, S&P arrives at these credit measures:

   -- An adjusted EBITDA margin of about 7.4% in 2015 and 6.9% in

   -- An adjusted debt-to-EBITDA ratio of about 32.0x in 2015 and
      36.1x in 2016.

   -- FFO cash interest coverage of about 1.5x in 2015 and 1.4x
      in 2016.

The stable outlook reflects S&P's view that, although Britax's
capital structure is unsustainable over the long term, the
company's liquidity position over the next 12 months means that
it does not face a short-term default risk.

The outlook further assumes that Britax's liquidity will remain
"less than adequate" as per S&P's criteria, reflecting risks to
internally generated liquidity.  Over the next 12 months, S&P
anticipates that Britax's FFO to cash interest coverage will be
close to 1.4x.

S&P could lower the rating on Britax if the company is unable to
stop the decline in its profitability, placing further pressure
on the company's ability to meet its fixed cost base under the
current capital structure.

S&P may also lower the ratings if Britax's adjusted FFO cash
interest coverage falls to close to 1.0x, or if the group is not
able to decrease its cost base and restore volume growth in the
next 12 months.  S&P believes this could happen if brand damage
from the product recall in the U.S. is worse than S&P currently

S&P could take a positive rating action if the company's
profitability and FOCF generation increase significantly, thanks
to contributions from new product launches and growth in the
sales of wheeled goods.

CO-OPERATIVE BANK: Losses Triple to GBP204.2MM in First Half 2015
Emma Dunkley at The Financial Times reports that the Co-operative
Bank suffered a near trebling of losses and warned it would stay
in the red until at least 2017 as legacy problems would continue
to weigh on performance "for some time".

According to the FT, the UK lender reported a pre-tax loss of
GBP204.2 million for the first half, nearly three times more than
the GBP77 million loss delivered in the same period last year.

The bank, as cited by the FT, said on Aug. 19 that the net loss
was because of asset sales, reduced income as it radically
shrinks its balance sheet, and an increase in costs to cover
failings in the way it was previously run.

The results come a week after the bank escaped a potential GBP120
million fine for management failings in the years leading up to
its near-collapse in 2013, the FT notes.

The results follow a tough period for the bank, after it was
bailed out twice by investors, including a group of hedge funds,
after uncovering a GBP1.5 billion capital shortfall two years
ago, the FT relays.

The UK lender was also hit with a storm of negative publicity in
2014 after former chairman Paul Flowers was fined for possessing
illegal drugs, the FT recounts.

It came under pressure again at the end of last year after it
emerged as the only UK lender to fail the regulator's key test of
capital strength, prompting a plan to almost halve its balance
sheet, the FT discloses.  The bank warned at the time it would
probably remain unprofitable for the next three years, the FT

The lender, the FT says, is still in the process of bolstering
its capital, increasing it to 14.9% by the end of June, up from
13% at the end of last year.

The Co-operative Bank is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,

LINDEN GROUP: Directors Banned After Overstating Sales
Two former directors of Newton Aycliffe-based Linden Group
Limited have been disqualified from acting as company directors
after the company recorded false sales income of over GBP1
billion per year.

John and Carmel Billany were disqualified as directors for nine
years and three years six months respectively after they had
inflated the company's turnover from around GBP3 million, to an
annual turnover of GBP1.2 billion in order to obtain finance.

The company, which supplied hydraulic components, became
insolvent in September 2013 after owing money to a finance

The disqualifications follow an investigation by the Insolvency

Commenting on the disqualification, Mark Bruce a Chief
Investigator with the Insolvency Service, said:

"These disqualifications should demonstrate to company directors
that the Insolvency Service will investigate all forms of
misconduct, no matter how complicated the evidence or how long
the paper trail is.

"We will always look to remove from the business community those
directors who act below the standards that should be expected of

Both provided disqualification undertakings to the Secretary of
State for Business, Innovation and Skills. Solely for the
purposes of the undertaking, John Billany did not dispute that he
caused Linden Group raise false sales invoices, and Carmel
Billany did not dispute that she neglected her duties as a
director and allowed this to happen.

Linden's records for the year ended December 31, 2012 show a
turnover of over GBP1 billion, and records for the period from
January to May 2013 show a turnover of more than GBP100 million
per month. Linden's real turnover was in the region of GBP3
million per year.

Following the insolvency, the trade of Linden Group was sold by
the liquidator to an unconnected company, which continues the
business using a similar name. John and Carmel Billany have no
connection with that company.

The disqualification means that Mr. and Mrs. Billany may not be
directors of a company or be involved in the management of a
company in any way for the duration of the disqualifications
unless they have permission from Court.

John Edward Billany and Carmel Margaret Billany, both 68, were
directors of Linden Group Limited, which was incorporated in 1987
and traded in the north east of England.

ROADCHEF ISSUER: Fitch Affirms 'B-' Rating on Class B Notes
Fitch Ratings has revised the Outlook on RoadChef Issuer plc's
GBP96 million class A2 notes and GBP42 million class B notes to
Positive from Stable.  The notes' ratings have been affirmed at
'B+' and 'B-', respectively.

RoadChef is a whole business securitization of 15 motorway
service areas (MSAs) across the UK, operated by RoadChef plc.

The revision of the Outlook and affirmation reflects ongoing
improvements in the group's trading performance, stemming from
extensive catering developments and site improvement in addition
to the continuing economic recovery in the UK.  Over the past six
years, these factors have contributed to a reduction in leverage
to 3.6x for the class A2 notes and 5.2x for the class B notes in
April 2015 from 8.0x and 10.6x in April 2009 and debt service
coverage improvement.  However, Fitch's weaker assessments of the
key rating drivers for operating environment and financial
performance somewhat constrain the ratings.


Industry Profile: Midrange

Fitch views the operating environment as 'weaker'.  The sector is
mature but fuel sales have been volatile, and other typical
revenue lines (food, retail) are exposed to discretionary
spending risk.  A slowdown in the broader economy also tends to
lead to a reduction in motorway traffic volumes with a peak to
trough decline of 2.4% during 2007-2010 (source: Department of

Despite often significant distances between MSAs, competition
cannot be ruled out as road users can still choose between sites
to some extent.  MSAs also face significant exposure to food,
energy and employment cost rises (particularly over the next few
years in view of the government's living wage target),
exacerbated by the regulatory requirement for MSAs to offer core
services 24 hours a day, 365 days a year.

Fitch views barriers to entry as 'stronger'.  The regulatory
environment has relaxed in the last few years, with the minimum
required distance restriction reduced to three miles from 28
miles.  However, barriers to entry are still perceived as high
given high start-up costs and the requirement to prove the need
for an MSA to the local council, which is responsible for
granting planning permission.  The operator of a potential new
site must also evaluate expected returns in light of existing
competition and prohibition from being a 'destination' site (e.g.
out of town shopping).

Fitch views the sustainability of the sector as 'midrange'.  The
likelihood of industry fundamental changes is perceived as low
over the life of the bonds.  The UK population is forecast to
grow at a CAGR of 0.6% from 2015 to 2035 (source: ONS), which
should contribute to demand growth.

Company Profile: Midrange

Fitch views financial performance as 'weaker'.  Historically,
Roadchef's performance has been volatile.  However, revenue and
EBITDA have grown steadily, albeit from a weak base, over the
past six years due to both a strong development of a varied
catering offer and reduced exposure to volatile fuel sales, with
14 out of 20 securitized group forecourts under rental agreements
with BP and Shell (with an extra one planned during 2017).
However, the fairly high operating leverage suggests that
performance could still be volatile in a downturn despite the
modified and improved business model.  The business also still
has a weak cash position, with the overdraft facility remaining
fully drawn at GBP13.4 million and the latest pension deficit
funding requirement of GBP910,000 for the 12 months from 1Q15 (at
around 3.4% of EBITDA) adds to fixed costs.

The company's operations are viewed as 'midrange'. The CEO
position has been stable, unlike the CFO, which has recently
changed as a result of the change in ownership to Antin
Infrastructure Partners from Delek.  The product range is
moderately diversified relative to other WBS sectors, including
food, drinks, gaming, hotels, some fuel and miscellaneous retail,
and some strong retail brands onsite.  Roadchef is a mid-sized
operator within the oligopolistic MSA industry and benefits from
some economies of scale (buying power).  Roadchef has continued
to make progress with regard to its IT/accounting systems, which
is expected to bring savings of around GBP1 million per annum now
that the accounting function is fully in house (the IBM contract
expires in 2015).

Fitch views transparency as 'midrange'.  The business is largely
self-operated, and provides reasonable insight into underlying
profitability but little into individual catering revenue

Dependence on operator is viewed as 'midrange'.  Other operators
are likely to be available, and operator replacement should be
possible within a reasonable period of time.  However, given the
oligopolistic nature of the industry, it may be subject to OFT
approval.  Operational and financial commingling with the non-
securitized group are both assessed as midrange (e.g. common
supply contracts, pension schemes).

Asset quality is viewed as 'midrange'.  The assets are viewed as
being reasonably well maintained (capex averages 4.0% (GBP6.2
mil.) of sales in the previous five years, although there is no
minimum maintenance capex covenant) and well-located, being well
distributed throughout England and Scotland with a high
proportion of freehold or long leasehold.

The secondary market is viewed as fairly illiquid and there is no
real alternative use value.  Management plans to invest around
GBP45m (expected to be funded via equity contributions from the
new owners in addition to excess cash if and when possible) over
the next five years.  This should result in further catering
roll-out, some energy savings in addition to further rollout of
the Spar grocery offer.

Debt Structure Class A: Midrange; Class B: Weaker

Fitch views the debt profile (the first component of Debt
Structure) as 'stronger' for the class A notes and 'midrange' for
the class B notes.  The class A2 notes are fully amortizing on a
fixed schedule and the amortization profile is aligned with the
industry and company risk profiles.  There are no interest-only
periods or concurrent amortization with the subordinated debt
(which is deferrable).  The notes are also fixed-rate.

The class B notes are also fully amortizing but their
amortization is back-ended (from 2024 and in three years).  On
the positive side, they are also fixed rate.

The security package is viewed as 'midrange' for the class A
notes and 'weaker' for the class B notes.  The security package
comprises fixed and floating charges over the assets of the
borrower, which is standard for UK WBS transactions and the class
A noteholders are senior-ranking controlling creditors.  However,
the non-orphan status of the SPV (owned by the borrower's parent,
Roadchef Motorway Holdings Ltd.) is a negative.  The class B
notes benefit from the same security as the class A notes, but
have a lower ranking.

The structural features are viewed as 'midrange' for both the
class A and B notes.  The covenant package as a whole is not
comprehensive with the restricted payment conditions (RPC) and
financial covenants based only on EBITDA DSCR calculations
disregarding other cash-flow items (eg, capex).  The cure rights
are also not restricted and viewed as generous, with the
transaction having previously avoided borrower event of default,
due to past cash injections (added directly to EBITDA for
calculation purposes).  Both the RPC and financial covenant
levels are less than optimal with EBITDA DSCR thresholds at 1.5x
and 1.25x, respectively, leaving little scope for
underperformance. However, no cash leakage has yet been observed
while the transaction was in cash lock-up.  The size of the
liquidity facility is viewed as 'midrange' at GBP25 mil. (around
16 months of peak debt service).  Barclays Bank as key financial
counterparty is viewed as strong.

Peer Group

Roadchef is the only MSA transaction in the WBS portfolio.
Roadchef is generally well aligned with other WBS transactions
(e.g. pubs) after adjusting for differences in industry and
company characteristics.


Positive -- Significant improvement in Fitch's base case
(projected) free cash flow (FCF) DSCR metrics to sustainably
above 1.5x for the class A notes and 1.3x for the class B notes
could result in an upgrade.

Negative -- Deterioration in Fitch's base case FCF DSCR metrics
to below around 1.2x for the class A notes and 1.0x for the class
B notes could result in negative rating action.


Trailing 12 months (TTM) EBITDA grew 2.0% yoy to GBP27.2 million
(helped by the additional week in the accounting period -- EBITDA
was flat on a 52 week basis).  Growth in non-fuel revenues was
driven by continuing growth in catering revenues (6-year CAGR
7.7%) as the roll-out of McDonalds restaurants (26 now opened),
Costa Coffee outlets and general refurbishments of the sites
continued according to plan during the year.  These results were
also helped by the completion of the major M25 roadworks
previously affecting the Clacket Lane site in 2014 (with
management's estimated EBITDA impact of around GBP500,000 per
annum), and improved motorway traffic volumes in 2014 (up 1.6%
yoy -- source: Department of Transport) for the fourth year
running as the UK economy continues to grow.

EBITDA has grown by a six-year CAGR of 8.2% (52 week basis) since
2009.  However, Roadchef's EBITDA volatility is symptomatic of
its exposure to the UK economy, high proportion of fixed costs,
as well as of a medium-sized and still under-invested estate.
With debt service constant throughout this period, EBITDA DSCR
improved markedly to 1.42x at the quarter to April 2015 from a
low of 0.78x in 2009 (when repeated equity injections were
required to prevent the transaction from defaulting).

The updated Fitch base case cash flow results in median FCF DSCRs
to legal maturity of 1.47x for the class A2 notes and 1.24x for
the class B notes, (vs. previous review's 1.44x and 1.21x
respectively).  In the medium to long term, important factors
impacting Roadchef's performance remain the UK economy and the
company's ability to invest in the estate.  The UK economy is
continuing to improve (translating into four years of modest
motorway traffic growth) but the outlook for longer-term GDP
growth is still uncertain.  However, Fitch expects growth of
2.5%, 2.3% and 2.1% in 2015, 2016 and 2017, respectively.  The
planned catering developments and refurbishment program are
credit positives but carry some execution risk while the returns
are offset by the loss of EBITDA from the sale of the Annandale

Antin Infrastructure's recent acquisition of Roadchef may benefit
the company's growth prospects if the planned capex of around
GBP45 million (over the next five years) is executed and fully
funded by equity contributions and excess cash.

TRADE QUALIFIED: Director Banned For 8 Years
Vinay Kanani has been disqualified from acting as a director for
8 years for recklessly entering into a scheme that made Trade
Qualified Limited insolvent and allowing the company to trade to
the detriment of creditors, specifically students who had paid
for training courses that could never be provided.

An investigation by the Insolvency Service found he used the
company's cash reserves of over half a million pounds to 'buy'
out previous owners and then took nearly GBP200,000 from students
when it couldn't provide courses.

The investigation also found:

  * Mr. Kanani was appointed the sole director of Trade Qualified
    Limited on 5 October 2012. On the same date, he transferred
    GBP538,919 from Trade Qualified's bank accounts to a limited
    company of which he was the sole director, for the express
    purpose of funding the purchase of Trade Qualified shares
    from its previous owners

  * A week later Trade Qualified's main training provider went
    into liquidation, and a replacement was never found. Trade
    Qualified continued to take funds from new and existing
    students up to the date of its own liquidation. During that
    period Mr. Kanani exercised absolutely no control over Trade
    Qualified's affairs

  * Trade Qualified continued trading and received a further
    GBP198,878 from members of the public for schemes that it had
    no contract to provide, did not and could not provide

  * GBP140,720 was paid to entities controlled by an associate,
    who Mr. Kanani allowed to control the finances of Trade
    Qualified without any oversight or control

  * GBP32,000 was used to pay for motor vehicles, when no
    vehicles had ever been purchased before and Trade Qualified
    had no business reason to purchase such

  * GBP39,317 expressly intended to be retained under the sale
    agreement to repay existing Corporation Tax was not used for
    that purpose

The students who had paid in advance, but were receiving no
training, commenced various adverse publicity campaigns, and
this, coupled with the depletion in cash reserves resulted in
Trade Qualified entering Liquidation on 4 February 2013.

On Oct. 5, 2012, Trade Qualified had GBP679,304 in its bank
accounts. At liquidation, four months later, on Feb. 4, 2013,
Trade Qualified had cash reserves of GBP17,309 and a deficiency
totaling at least GBP521,971.

Commenting on the disqualification, Cheryl Lambert, Chief
Investigator at the Insolvency Service, said:

"Directors who cause the public to lose money can expect to be
investigated by the Insolvency Service and enforcement action
taken to remove them from the market place. In this case,
Mr. Kanani did nothing and knew nothing, resulting in the company
funds being removed and members of the public being lured into
paying for courses that never could be provided.

"There was a complete failure to perform even the most basic of
directorial duties. Taking action against Mr. Kanani is a warning
to directors of their responsibilities and that they cannot allow
themselves to be ignorant of actions of others, or otherwise turn
a blind eye to the activities of a company of which they are the
legal steward."

Trade Qualified Limited was formed in 2006 and traded as a
recruiter for various vocational training providers. The company
collected fees up-front from students, which it held pending the
completion of their training, when the monies would be released
to the provider.

Training Qualified Limited was placed into Creditors Voluntary
Liquidation on Feb. 4, 2013.

WINDOW & CONSERVATORY: Couple Banned for Causing Firm to Go Bust
Mark and Janet Styler have been disqualified from acting as
directors for six years for withdrawing funds from Window &
Conservatory Options Limited after they had been told the company
was insolvent and could not afford to continue the level of
payments to them.

The company, which began trading in March 2009, sold and
installed double-glazing and conservatories to domestic customers
throughout the Tameside, Peak District and Derbyshire areas.

An insolvency service investigation found that:

* In June 2011, Mr. & Mrs. Styler approved accounts, which
   showed that the company was insolvent. At the time,
   accountants warned them about the risk of continuing to trade
   and that their level of drawings from the company exceeded the
   profits, as they owed the company GBP95,862

* The directors received draft accounts on Feb. 6, 2012, for
   the period ending Sept. 30, 2011, which showed the company
   was still insolvent. The accountants again warned the
   directors about their level of drawings of GBP133,448 for that

* A few days later, on Feb. 10, 2012, the directors instructed
   new accountants to re-do the 2011 accounts. The new
   accountants amended the accounts based on information provided
   by Mr. & Mrs. Styler. The revised accounts showed that the
   company remained insolvent. However, the amount that the
   directors owed to the company had disappeared

* From Feb. 11, 2012 to Sept. 17, 2013, the directors received
   further payments of GBP172,715.50 from the company

* The directors ignored the warnings and continued to withdraw
   funds from the company, and as a result the company could not
   make payments to its creditors. On Sept. 27, 2013 the company
   was placed into Liquidation

Commenting on the disqualification, Cheryl Lambert, Chief
Investigator at the Insolvency Service, said:

"Directors who abuse limited liability and use company funds to
meet their personal expenses can expect to be investigated by the
Insolvency Service and enforcement action taken to remove them
from the market place. Mr. & Mrs. Styler repeatedly ignored
warnings from professional advisors and used company funds as
their own.

"Taking action against Mr. & Mrs. Styler is a warning to
directors of their responsibilities and requirements to act for
the good of the company and its creditors."

Window & Conservatory Options Limited was placed into Liquidation
on Sept. 27, 2013.


* BOOK REVIEW: Oil Business in Latin America: The Early Years
Author: John D. Wirth Ed.
Publisher: Beard Books
Softcover: 282 pages
List price: $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the stateowned
petroleum companies in Argentina, Mexico, Brazil, and

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as

* Jersey Standard and the Politics of Latin American Oil
   Production, 1911-30 (Jonathan C. Brown)
* YPF: The Formative Years of Latin America's Pioneer State
   Oil Company, 1922-39 (Carl E. Solberg)
* Setting the Brazilian Agenda, 1936-39 (John Wirth)
* Pemex: The Trajectory of National Oil Policy (Esperanza
* The Politics of Energy in Venezuela (Edwin Lieuwen)
* The State Companies: A Public Policy Perspective (Alfred
   H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."
Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


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.

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


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Ivy B. Magdadaro, and Peter A. Chapman,

Copyright 2015.  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

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