TCREUR_Public/160602.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, June 2, 2016, Vol. 17, No. 108


                            Headlines


G E R M A N Y

GERMAN PELLETS: Four Creditors' Meetings Scheduled for July
STEILMANN HOLDING: Dortmund Court Starts Insolvency Proceedings


H U N G A R Y

MFB HUNGARIAN: Fitch Hikes LT Issuer Default Ratings From BB+


I T A L Y

ISTITUTO CENTRALE: S&P Affirms BB-/B Counterparty Credit Ratings


L U X E M B O U R G

4FINANCE SA: S&P Rates EUR100MM Sr. Unsecured Notes 'B+'
PICARD BONDCO: Fitch Affirms 'B' Long-Term Issuer Default Rating


P O R T U G A L

NAVIGATOR COMPANY: S&P Affirms 'BB' CCR, Outlook Stable


R U S S I A

GLOBEXBANK: Fitch Affirms 'BB-' LT Issuer Default Rating
CREDIT UNION: S&P Affirms 'BB-/B' Counterparty Credit Ratings
MECHEL OAO: Shareholders Back US$5.1BB Debt Restructuring
PROMREGIONBANK: Placed Under Provisional Administration
SVERDLOVSK OBLAST: S&P Affirms 'BB' ICR Then Withdraws Rating


S P A I N

BANCO POPULAR ESPANOL: S&P Affirms 'B+/B' CCRs


T U R K E Y

YASAR HOLDING: Fitch Affirms 'B' Long-Term Issuer Default Ratings


U N I T E D   K I N G D O M

CLAVIS SECURITIES 2007-01: S&P Lowers Ratings on 2 Notes to BB
COURTAULDS: Enters Administration After BHS Collapse
EUROMASTR PLC 2007-1V: S&P Raises Rating on Class D Notes to B+
EUROSAIL-UK PLC 2007-3BL: S&P Raises Ratings on 2 Tranches to B-
INTELLIGENT ENERGY: Seeks Shareholder Approval of GBP30MM Loan

MAPLE RIDGE: Garden Centre in Administration
NELSON PACKAGING: Fresh Details Emerge About Administration
NEMUS II: Fitch Affirms 'CCsf' Rating on GBP1MM Class F Debt
PIAM BLACKPOOL: In Administration After Failure to Pay Debts
SANDS HERITAGE: Remains Open Despite Going Into Administration

STELJES LTD: BenQ Honors Warranties on Interactive Flat Panels
TATA STEEL UK: Completes Sale of Scunthorpe Steelworks


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G E R M A N Y
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GERMAN PELLETS: Four Creditors' Meetings Scheduled for July
-----------------------------------------------------------
EUWID reports that in the ongoing insolvency proceedings
concerning German Pellets, the district court of Schwerin has
convened the four creditors' meetings from July 5 to July 8.

In each case, the meetings will be held in the sport and congress
hall in Schwerin, EUWID discloses.

According to EUWID, summoned on July 5 are the creditors with
7.25% bearer bond 2011/2016 and on July 6, creditors with 7.25%
bearer bond 2013/2018.  On July 7 and July 8, meetings of
creditors with 7.25% bearer bond 2014/2019 and subsequently with
8% profit participation certificates will follow, EUWID
discloses.

Apart from a short report by insolvency administrator Bettina
Schmudde on the subject of the ongoing proceedings, the only
other important subject on the agenda is the election of a common
representative, EUWID notes.

German Pellets is a production company based in Wismar, Germany.
The company produces various kinds of wood pellets for pellet
heating and pellet ovens and animal hygiene products for horses,
large and small animals.


STEILMANN HOLDING: Dortmund Court Starts Insolvency Proceedings
---------------------------------------------------------------
Having regard to the issued 2012-2017 6.75% bond, the management
board of Steilmann SE disclosed that the Dortmund Local Court
commenced insolvency proceedings on June 1 (court file no. 252 IN
33/16) in respect of the assets of Steilmann Holding AG.
Attorney Dr. Frank Kebekus, Dortmund, has been appointed as
insolvency administrator.

Headquartered in Bergkamen, Germany, Steilmann SE engages in the
design, manufacture, and sale of fashion clothes for men and
women worldwide.



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H U N G A R Y
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MFB HUNGARIAN: Fitch Hikes LT Issuer Default Ratings From BB+
-------------------------------------------------------------
Fitch Ratings has upgraded MFB Hungarian Development Bank Private
Limited Company's (MFB) and Hungarian Export-Import Bank Private
Ltd's (Hexim) Long-Term Issuer Default Ratings (IDRs) to 'BBB-'
from 'BB+'.

It has also upgraded Erste Bank Hungary Zrt.'s (EBH) and
Kereskedelmi es Hitelbank Zrt's (K&H) Long-Term IDRs to 'BBB'
from 'BBB-'. Fitch has also affirmed the Long-Term IDR of CIB
Bank Zrt (CIB) at 'BBB-'.

All ratings are on Stable Outlooks.

The rating actions follow the upgrade of Hungary's Long-Term IDR
to 'BBB-' from 'BB+' with a Stable Outlook.

The Viability Ratings (VRs) of K&H, EBH and CIB are not affected
by these rating actions.

KEY RATING DRIVERS

MFB and Hexim

The upgrades of state-owned MFB and Hexim reflect the improved
ability of the government to provide extraordinary support, in
case of need, as reflected in the upgrade of Hungary's Long-Term
IDR, while the propensity to support both banks remains strong,
in Fitch's view.

The banks' strategic policy roles to fund domestic economic
growth (MFB) and promote Hungarian exports (Hexim) remain of high
importance in assessing the likelihood of government support. The
direct and irrevocable statutory guarantees relating to both
banks' funding activities (funding guarantees) and other forms of
financial support available to both banks from the state are also
key to the ratings. Fitch's view of support also takes into
account both banks' full state ownership as well as dedicated
legal acts (separate for each bank) that define their mandates,
operating rules and relationship with the state.

K&H, EBH and CIB

The upgrades of K&H and EBH are driven by the upgrade of the
Hungarian sovereign and Fitch's unchanged view of the ability and
propensity of their respective parents -- KBC Bank (KBC; A-
/Positive/a-) and Erste Group Bank AG (Erste; BBB+/Stable/bbb+)
to provide support.

The affirmation of CIB reflects Fitch's unchanged view on support
the parent Intesa Sanpaolo S.p.A. (Intesa; BBB+/Stable/bbb+)
could provide to CIB, in case of need.

In Fitch's view, KBC, Erste and Intesa will continue to have a
high propensity to support their Hungarian subsidiaries because
the central and eastern European region remains strategically
important for each of them. However, Fitch has maintained the cap
for Hungarian banks' IDRs at one notch above the sovereign's to
reflect the amplified country risks due to numerous state
interventions in the banking sector. In case of a sovereign
default these risks could limit the banks' ability to service
their debt or their parents' propensity to continue providing
support, or both.

Fitch considers positively recent developments in the market,
including a substantial reduction in the banking tax for the
period of 2016-2019, and the authorities' commitment to address
the sector's persistent asset quality problems. These indicate
reduction in the near-term risks of state interventions which
would negatively affect the banking sector. At the same time,
Fitch would need to see an extended track record of the
authorities' revised stance before it considers changing its view
on the risk of intervention in a stress scenario and hence
revising the cap on bank ratings of one notch above the
sovereign.

Following the upgrade, EBH is now rated one notch below Erste.
K&H could also be rated within one notch of its parent, if
country risks allowed. The Stable Outlook on EBH reflects that on
Erste. The Stable Outlook on K&H reflects that for the Hungarian
sovereign.

Fitch said, "We maintain a two-notch difference between the
ratings of Intesa and CIB, as in our view, there is some
uncertainty with respect to Intesa's long-term commitment to the
Hungarian market, given Intesa's stronger focus on its home
market and CIB's still weak, albeit improving, performance and
prospects. The Stable Outlook on CIB's Long-Term IDR is in line
with that on Intesa."

RATING SENSITIVITIES - ALL RATINGS

MFB and Hexim

MFB's and Hexim's ratings are sensitive to changes in Hungary's
sovereign ratings and are likely to move in tandem with them.
MFB's and Hexim's ratings are also sensitive to the state's
willingness to support them, which Fitch believes is unlikely to
change in the foreseeable future.

K&H, EBH and CIB

An upgrade of the banks' IDRs would be contingent on:

K&H

-- An upgrade of the Hungarian sovereign rating or a positive
    change in Fitch's perception of country risks the Hungarian
    banks face;

EBH

-- An upgrade of the Hungarian sovereign rating or a positive
    change in Fitch's perception of country risks, coupled with
    an upgrade of the parent bank;

CIB

-- An upgrade of the parent bank.

The IDRs of K&H and EBH would likely be downgraded if there is a
downgrade of the Hungarian sovereign. The IDRs of EBH and CIB
would likely be downgraded if their respective parents are
downgraded.

The rating actions are as follows:

MFB
Long-Term IDR: upgraded to 'BBB-' from 'BB+'; Outlook Stable
Short-Term IDR: upgraded to 'F3' from 'B'
Support Rating: upgraded to '2' from '3'
Support Rating Floor: revised to 'BBB-' from 'BB+'
Senior unsecured debt long-term rating: upgraded to 'BBB-' from
'BB+'

Hexim
Long-Term IDR: upgraded to 'BBB-' from 'BB+'; Outlook Stable
Short-Term IDR: upgraded to 'F3' from 'B'
Support Rating: upgraded to '2' from '3'
Support Rating Floor: revised to 'BBB-' from 'BB+'
Senior unsecured debt long-term rating: upgraded to 'BBB-' from
'BB+'
Senior unsecured debt short-term rating: upgraded to 'F3' from
'B'

K&H
Long-Term IDR: upgraded to 'BBB' from 'BBB-', Outlook Stable
Short-Term IDR: upgraded to 'F2' from 'F3'
Support Rating: affirmed at '2'
Viability Rating: unaffected at 'bb'

EBH
Long-Term IDR: upgraded to 'BBB' from 'BBB-', Outlook Stable
Short-Term IDR: upgraded to 'F2' from 'F3'
Support Rating: affirmed at '2'
Viability Rating: unaffected at 'b'

CIB
Long-Term IDR: affirmed at 'BBB-', Outlook Stable
Short-Term IDR: affirmed at 'F3'
Support Rating: affirmed at '2'
Viability Rating: unaffected at 'b-'



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I T A L Y
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ISTITUTO CENTRALE: S&P Affirms BB-/B Counterparty Credit Ratings
----------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'BB-' long-term
and 'B' short-term counterparty credit ratings on Istituto
Centrale delle Banche Popolari Italiane SpA (ICBPI) and its core
subsidiary CartaSi SpA.  The outlook is stable.

S&P also affirmed the 'B' long-term and 'B' short-term
counterparty credit ratings on Mercury BondCo PLC, the issuing
vehicle established by ICBPI's acquirers, and the 'B' long-term
issue rating on the existing payment-in-kind toggle notes issued
by Mercury BondCo.  The outlook on Mercury BondCo PLC is stable.

The rating action follows the announcement by 89% owner of ICBPI,
Mercury BondCo, the U.K.-based holding company controlled by
private equity firms Bain, Advent, and Clessidra, that it would
buy Intesa Sanpaolo's payment platform for a total consideration
of EUR1.035 billion, pending approval from the authorities,
including the European Anti-Trust Authorities and the Bank of
Italy.

The affirmation of S&P's ratings on ICBPI and Mercury BondCo
reflects S&P's expectation that the acquisition will not
materially change the group's credit profile.  This because S&P
believes its ratings already balance the group's leading position
in the growing payment and credit card business in Italy against
the high risk associated with the sizable leverage at the group
level.  It also reflects S&P's opinion of the potential
implications that the change of ownership last December could
have had on ICBPI's financial policy and strategy.

Mercury BondCo announced that the deal will be funded through a
combination of equity and debt, although it has not yet disclosed
the final terms.  The affirmation reflects S&P's expectations
that the double leverage at the holding company level will not
materially increase over the 200% that S&P estimated as of
Dec. 31, 2015.

On the other hand, S&P believes the likely integration of ICBPI
with Setefi's platform could further strengthen ICBPI's solid
position in the payment services market in Italy, which S&P
already consider as the main supporting factor for its ratings.

S&P anticipates the group could benefit from the long-term
agreement signed with Intesa Sanpaolo, providing additional
diversification for the customer base.

S&P's 'B' long-term rating on Mercury BondCo continues to be
based on S&P's view that it is an issuing vehicle of a
nonoperating holding company (NOHC).  Under S&P's group rating
methodology for NOHCs, the gap between the issuer credit rating
(ICR) on a NOHC and the ICR on an operating company (OpCo) is at
least two notches when the group credit profile is lower than
'bbb-'.  S&P's assessment incorporates the subordination of
Mercury BondCo compared with ICBPI (especially given the latter's
regulated nature) and the debt-servicing ability of Mercury
BondCo.

S&P usually derives the ICR on a NOHC by applying standard
notching down from the group's main operating entity. This is to
reflect the reliance of the NOHC on dividend distributions from
the OpCo to meet its obligations, as well as supervisory barriers
to payments, potentially different treatment in a default
situation, and the structural subordination of NOHC obligations
to those at the OpCo level.

The stable outlook on ICBPI mainly reflects S&P's view that the
ratings already incorporate most of the risks S&P sees for
ICBPI's performance over the next 24 months.  In particular, it
factors in S&P's expectations that ICBPI's risk-adjusted capital
(RAC) ratio will sustainably remain above 5% over the next two
years and that the regulator will eventually prevent excessive
dividend distribution to the NOHC.

S&P could consequently lower the ratings on ICBPI if S&P
anticipated that its solvency was set to significantly
deteriorate, with our projected RAC falling below 5%.

S&P could consider an upgrade of ICBPI if S&P anticipated that
the double leverage at the NOHC had materially diminished or if
S&P expected ICBPI would maintain its RAC ratio sustainably above
7% over the next two years.

S&P's stable outlook on Mercury BondCo reflects the outlook on
ICBPI and S&P's expectations that the currently high double
leverage will gradually decrease in the coming years.

"As such, we would lower the rating on Mercury BondCo if we were
to take a similar action on ICBPI.  Still, we could nevertheless
consider a downgrade of Mercury BondCo if we anticipated that
ICBPI was exercising a more aggressive financial policy, most
likely to finance further acquisitions.  More specifically, we
could consider a downgrade if we were to expect the double
leverage to increase materially beyond the current 220% we
estimate as of Dec. 31, 2015.  In this context, we would most
likely widen the notching difference between the group's credit
profile and the stand-alone credit profile of Mercury BondCo,"
S&P said.

A positive action on Mercury BondCo would mirror a similar action
on ICBPI.



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


4FINANCE SA: S&P Rates EUR100MM Sr. Unsecured Notes 'B+'
--------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the new
EUR100 million senior unsecured notes issued by 4finance S.A., a
subsidiary of Luxembourg-incorporated consumer finance lender
4finance Holding S.A. (B+/Stable/--).  The recovery rating on the
notes is '3', indicating S&P's expectation of meaningful recovery
in the higher half of the 50%-70% range for noteholders, in the
event of a payment default.

The 'B+' issue rating is in line with S&P's long-term
counterparty credit rating on 4finance Holding and with S&P's
analysis of the group's proposal to issue notes in January 2016.
The notes will be guaranteed by non-operating holding company
4finance Holding S.A.

In line with S&P's previous assessment, the amount of senior
unsecured borrowing taken on by 4finance has led S&P to rate both
the newly issued notes and outstanding pari passu notes 'B+'.
This new euro-denominated senior unsecured debt issue replaces
the U.S. dollar issuance proposed in January.

4finance has stated that the the net proceeds from the issuance
are for general corporate purposes, including financing growth in
current and future markets as well as potential acquisitions.
The company has expanded its footprint and is now active in 14
countries after its establishment in 2008 in just two countries.

S&P's assessment of 4finance's group credit profile reflects the
parent's concentrated product focus on the European unsecured
short-term consumer lending market.  In S&P's opinion, this focus
subjects the company to material reputational, regulatory, and
operational risks.  However, S&P believes the company's strong
earnings track record relative to those of its peers, flexible
and scalable business model, as well as its strong quality of
capital partly offset these weaknesses.  The ratings incorporate
S&P's expectation that 4finance will continue to increase its
lending volumes as the company moves into new markets and rapidly
expands its balance sheet.

S&P has taken into account the new issuance, in addition to
increased S&P Global Ratings-adjusted EBITDA growth, and consider
that S&P's forecast for higher debt to adjusted EBITDA of 3x-4x
continues to remain valid over the next few years.  In line with
S&P's previous forecasts, adjusted EBITDA to interest expense
will likely stay within the 3x-6x range.  This remains consistent
with our assessment of 4finance's financial risk profile as
significant.


PICARD BONDCO: Fitch Affirms 'B' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Picard Bondco S.A.'s Long-Term Issuer
Default Rating (IDR) at 'B' and Picard Groupe S.A.S.'s senior
secured floating-rate notes (FRNs) and revolving credit facility
(RCF) ratings at 'BB-'/'RR2'. Fitch has also affirmed Picard
Bondco S.A.'s EUR428 million 2020 senior notes at 'CCC+'/'RR6'.
The Outlook on the IDR is Stable.

The ratings reflect Picard's high leverage arising from the Fitch
said, "February 2015 refinancing, which resulted in a financial
profile that is more in line with 'B-' rated peers. Fitch,
however, believes this is mitigated by management's prepayment of
EUR50 million of senior secured FRNs in May 2016. Although the
latter does not have a significant impact on the group's
financial structure in our view it demonstrates management's
commitment to maintaining the group's leverage and financial
flexibility under control."

The ratings also reflect Picard's strong business profile,
cautious approach to international expansion, and high
profitability compared with pure food retailers, including a
proven ability to generate sustained positive free cash flow
(FCF) in the low- to mid-single digits as a percentage of sales.

KEY RATING DRIVERS

Low Sales Growth

Fitch said, "Excluding the sale of the group's under-performing
Italian business, we expect sales for financial year ended March
2016 (FY16) to grow around 2% (similar to FY15), and at a muted
pace thereafter. This reflects low like-for-like growth in 2016,
due to still weak consumer confidence in Picard's core market in
France (97% of FY15 sales) as well as a highly competitive
environment resulting in strong price pressure. We also expect no
significant acceleration in the pace of new store openings."

Resilient EBITDA Generation

Fitch said, "We revised slightly upwards its forecast of EBITDA
margin to 13.9% between FY16 and FY19, from 13.5% previously.
This reflects management's ability of controlling the group's
cost base, which should be viewed against our more conservative
sales growth assumptions. The negative impact of the low growth
on the fixed cost base should be mitigated by the sale of the
loss-making Italian network to a local partner, the
sustainability of the group's gross margin and management's
prudent network expansion policy."

Limited Geographic Diversification

Fitch said, "We view positively management's cautious but ongoing
initiatives on new market forays, with developing projects in
Belgium, Sweden, Japan and Switzerland. However, Picard's
unproven ability at generating EBITDA outside France remains a
significant constraint on the group's business profile. We
therefore factor in a limited contribution from the international
operations to overall group sales and profits over FY16-FY19."

Positive Free Cash Flow

Fitch expects annual FCF to average 4.4% of sales during FY16-
FY19. Low cash flow volatility continues to reflect the group's
resilient gross profit margin and flexibility to scale back
expansion capex, without eroding EBITDA and funds from generation
(FFO) generation. Although this means that Picard will not
significantly deleverage between 2016 and 2019, it provides the
group with adequate financial flexibility and liquidity to
implement its strategy under the current capital structure.

Aggressive Financial Structure

Fitch projects Picard's FFO-adjusted net leverage to remain high
at 7.5x in FY16 (FY15: 7.6x) and to remain above 6.5x until FY19.
This high leverage is directly related to the group's refinancing
in February 2015 and represents high refinancing risk, which is
consistent with Picard's 'B-' rated peers. Fitch's forecast of
limited FFO growth prospects, due to weak top-line growth, means
limited de-leveraging over the rating horizon to FY19.

Prudent Management
Fitch believes that limited deleveraging prospects are partially
compensated by management's prudent outlook, reflected in their
cautious expansion strategy and the prepayment of EUR50m of
senior secured FRNs in May 2016. Although the latter does not
have a significant impact on the group's financial metrics
(reducing Fitch's forecast FFO-adjusted gross leverage by 0.2x
from FY17) it demonstrates management's commitment to maintaining
the group's leverage and financial flexibility under control.

Change in Ownership Structure

In August 2015, Lion Capital sold approximately 49% of its Picard
shares to the Swiss industrial food group Aryzta, who retain an
option to acquire all the remaining shares of the group between
2018 and 2020. Given the recent change in ownership, Fitch has
not incorporated any potential Picard/Aryzta synergies in its
rating case and views the change in ownership structure as
neutral to the ratings at this stage.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Sales to grow 0.3% in FY16 (mainly due to the negative impact
    of the divesture of the Italian business) and accelerating to
    around 2.5% in FY19, due to a mix of moderate like-for-like
    sales growth and cautious expansion through owned and
    franchised stores, as well as through concessions;

-- EBITDA margin stable at 13.9% over FY16-FY19 (FY15:13.6%);

-- Capex averaging 2.8% of sales per year, reflecting continued
    remodelling of the existing network, moderate network
    expansion and continuous investments in the group's IT
    system;

-- No dividend payments;

-- Average free cash flow (FCF) average 4.4% of sales per year
    (FY15: 5.4%)

RATING SENSITIVITIES

Positive: An upgrade of the IDR is unlikely over the rating
horizon, as Picard's financial ratios are reliant on a
significant improvement in the group's operating performance,
which Fitch currently does not foresee. Provided that Picard's
business model remains resilient, future developments that may,
individually or collectively, lead to positive rating actions
include:

-- FFO-adjusted gross leverage below 6.0x (5.5x net of readily
    available cash) on a sustained basis.

-- FFO fixed charge cover above 2.5x (FY15: 1.9x) on a sustained
    basis.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- FFO-adjusted gross leverage over 7.5x (7.0x net of readily
    available cash) on a sustained basis combined with:

-- Deterioration in like-for-like sales and EBITDA margin
    reflected in FCF generation below 4% of sales;

-- FFO fixed charge cover below 1.5x;

-- Refinancing of Picard PIKCo S.A.'s PIK notes through a debt
    instrument with terms and conditions that may place the FRNs
    and senior note holders in a less favourable position."

LIQUIDITY

Picard's positive FCF is supported by limited working capital
outflows due to moderate overall seasonality in the group's
businesses and low capex. Liquidity is further enhanced by a
EUR30 million RCF (currently undrawn) maturing in 2018. Picard
has no significant scheduled debt repayment before FY20.



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P O R T U G A L
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NAVIGATOR COMPANY: S&P Affirms 'BB' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term and 'B' short-term
corporate credit ratings on Portugal-based pulp and paper group
The Navigator Company.  The outlook is stable.

At the same time, S&P withdrew its 'BB' issue rating on The
Navigator Company's EUR350 million senior unsecured notes due
2020 following the company's announcement that the notes were
redeemed in full on May 17.

The affirmation reflects S&P's expectation that The Navigator
Company will continue its strong operational performance and that
this will offset an ongoing gradual weakening in its financial
profile due to high shareholder distributions.  The affirmation
also reflects that the company's improved liquidity profile has
led S&P to revise the stand-alone credit profile to 'bb+',
although that the issuer credit rating continues to be
constrained by higher leverage at its parent, Semapa.

The Navigator Company benefitted from high pulp prices and price
increases for uncoated woodfree (UWF) paper in 2015, which
resulted in a sales increase of 5.6% and a reported EBITDA margin
of 24%.  S&P thinks that the company will be able to keep growing
its topline, despite slightly declining demand for its core UWF
paper segment, due to its position as the most cost-competitive
UWF producer in Europe.  S&P also thinks that new pulp, tissue,
and pellets capacity will add to sales in 2016 and 2017 but that
this new capacity, combined with lower pulp prices, could lead to
somewhat lower margins in 2016 and 2017 compared with 2015.

S&P understands that management will maintain high capital
expenditure (capex) in 2016 and 2017 as it invests beyond UWF
paper.  A large part of the growth capex will go into new tissue
capacity at the Cacia site in Portugal.  S&P thinks that these
investments are positive for the company's business risk profile
as it increases diversification and enables long-term growth
outside the UWF paper segment.  However, S&P believes these
investments, combined with continued high dividend payments, will
weaken credit metrics over 2016 and 2017.  While S&P understands
the 2015 EUR440 million shareholder distribution was due to a
timing issue, S&P expects dividend payments to remain high in
2017 and beyond because leverage at the parent company Semapa is
still relatively high.  S&P factors this into its 'BB' rating.

S&P's assessment of The Navigator Company's business risk profile
is constrained by exposure to the highly competitive European
forest and paper products markets and the company's relatively
small size, scope, and limited diversification.  The Navigator
Company is heavily focused on UWF paper; more than 75% of its
sales are of office copy paper.  The rest is sales of pulp,
tissue, and energy.  Business diversification could improve over
time with the announced investments in the production of wood
pellets and tissue paper.  Similarly, S&P currently views asset
concentration as a constraint given that, excluding the announced
expansion plans, the group has a limited number of production
sites and all are in Portugal.

These negatives are offset by the group's market position as the
largest UWF paper producer in Europe and the high profitability
it has sustained over the last few years.  The group derives its
strong margins from having a well-invested modern asset base,
high capacity utilization, a focus on premium paper grades, good
access to raw materials, and relatively low labor costs.

S&P's assessment of the financial risk profile reflects strong,
albeit recently weakened, stand-alone credit metrics.  It had
adjusted funds from operations (FFO) to debt of above 45% and
debt to EBITDA of about 1.7x in 2015 (compared with 89% and 1.0x
in 2014).  S&P expects these measures to weaken further in 2016
and 2017 due to high capex and continued high dividend payments
as The Navigator Company supports the lowering of leverage at
Semapa.  S&P views positively The Navigator Company's recent
refinancing exercises, including the redemption of its EUR350
million 5.375% senior notes, which have reduced its cost of debt
materially.

The company is continuing its ambitious investment program. Pulp
expansion in Cacia was recently concluded and tissue and pellets
investments are ramping up in 2016.  The company also continues
to invest into forestlands in Mozambique, although S&P
understands an industrial pulp mill project is likely not
to begin before 2020.

In its base case for The Navigator Company, S&P assumes:

   -- A slight increase in paper prices in 2016 and S&P's
      expectation of bleached hardwood kraft pulp at $700 per ton
      for 2016.  S&P also assumes slightly increasing paper
      volumes (1%) and markedly higher pulp volumes due to the
      ramp-up of new capacity at Cacia mill.

   -- This will result in slightly increased revenues and a
      reported EBITDA margin of 23.0%-23.5% compared with 24.7%
      in 2015.  S&P expects sales to increase further in 2017-
      2018 as new pulp, pellets, and tissue capacity come online.

   -- Capex to increase from the EUR154 million spent in 2015 due
      to ongoing strategic investments in pulp, tissue, pellets
      and forestland in Mozambique.

   -- Dividend payments to remain high at around the same level
      as the EUR170 million to be paid in 2016.

Based on these assumptions, S&P arrives at these credit measures
for The Navigator Company:

   -- FFO to debt of around 38% in 2016 and 35% in 2017.
   -- Debt to EBITDA of around 2.0x-2.5x in 2016 and beyond.
   -- Negative discretionary cash flows in the coming three years
      due to high capex and dividend payments.
   -- EBITDA interest coverage to improve markedly following
      recent refinancing at lower rates.

S&P continues to view The Navigator Company as strategically
important for the Semapa group, which owns 69.4% of voting
rights. S&P understands that Semapa does not intend to divest
further shares following its disposal of an 11.6% stake in 2015.
The Navigator Company contributes to a substantial proportion of
consolidated group revenues and profits.  In S&P's view, on a
consolidated basis Semapa has weaker credit metrics than The
Navigator Company.  This is primarily because of additional
indebtedness at the holding company level and the lower
profitability and creditworthiness of Semapa's other consolidated
businesses (notably cement company Secil).  S&P forecasts that
Semapa will maintain an adjusted leverage ratio around 4.0x in
the coming years and that this could slightly improve depending
on the amount of dividends paid out from Semapa.  Overall, S&P
assess the group credit profile (GCP) of the consolidated Semapa
group as 'bb'.  Although S&P views The Navigator Company's stand-
alone credit profile at 'bb+', the ratings are capped by the GCP
due to Semapa's heavy influence on the financial policy of The
Navigator Company.

S&P assesses The Navigator Company's liquidity profile as
adequate, compared with less than adequate previously.  This is
due to its reduced amount of short-term debt following recent
refinancing transactions and limited debt maturities up until
2020.

The stable outlook reflects S&P's expectation that The Navigator
Company will continue to benefit from strong operating
performances at its mills in Portugal.  S&P expects the tissue
and the pellets business to continue to grow as investments ramp-
up and subsequently boost earnings and enhance diversification.
S&P expects that the company will maintain a cautious expansion
strategy for its long-term pulp project in Mozambique but that
shareholder distributions will remain high in the coming years.

S&P could lower the ratings if The Navigator Company's operating
performance deteriorated such that S&P expected its EBITDA margin
to fall significantly below 20%, thereby impairing the
performance of the whole Semapa group.  This could result from an
economic decline, coupled with input cost inflation or an
operational issue at one of the group's mills in Portugal.  S&P
could also lower the ratings if it saw a deterioration in
liquidity at Semapa.  This could happen as a result of increasing
dividends and a higher reliance on short-term debt.  S&P could
also take a negative rating action on The Navigator Company if
S&P observed an increase in financial risk at Semapa with
additional debt-funded investments, extraordinary dividends, or
share buybacks that caused the debt-to-EBITDA ratio to rise
sustainably above 4x.

S&P could raise the rating if it thought the financial risk
profile of the consolidated Semapa group was going to improve
significantly, such that debt to EBITDA was below 3.0x on a
sustained basis.  S&P views such a scenario as unlikely in the
coming years as lower leverage at the Semapa holding company
level is likely to be met with higher leverage at The Navigator
Company.



===========
R U S S I A
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GLOBEXBANK: Fitch Affirms 'BB-' LT Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Bank Rossiysky Capital's (RosCap)
Long-Term Issuer Default Rating (IDR) at 'BB-'. The agency has
also affirmed the Long-Term IDRs of Sviaz-Bank (SB) at 'BB' and
Globexbank (GB) at 'BB-', removing them from Rating Watch
Negative (RWN). The Outlooks on all three banks are Negative.

The agency has also downgraded Viability Ratings (VRs) of GB and
RosCap to 'f' from 'b-' and simultaneously withdrawn the latter.

KEY RATING DRIVERS

IDRS, SUPPORT RATING, NATIONAL RATING, SUPPORT RATING FLOOR
(SRF), SENIOR DEBT

RosCap
The affirmation of RosCap's Long-Term IDR and SRF at 'BB-' and
Support Rating at '3' reflect the moderate probability of support
from the Russian authorities, given (i) the high likelihood that
the bank's sole shareholder, Russia's Deposit Insurance Agency
(DIA) will retain its ownership over the long term; (ii) the
bank's increasing role as the DIA's tool for resolution of failed
banks (through acquisition of these banks or some of their
assets); and (iii) recent capital support, albeit mainly in the
form of preference shares rather than common equity.

At the same time, RosCap's Long-Term IDR remains three notches
below that of the Russian sovereign (BBB-/Negative), reflecting
(i) the bank's low systemic importance; (ii) that capital support
to date has been insufficient to strengthen Fitch core capital
beyond very low level; and (iii) potential corporate governance
weaknesses that could challenge the authorities' willingness to
support in all circumstances.

The senior unsecured debt ratings of RosCap are aligned with its
IDR, as they represent direct, unconditional and unsecured
obligations of the bank.

IDRS, SUPPORT RATINGS, NATIONAL RATINGS, SENIOR DEBT
SB and GB

The affirmation of SB's Long-Term IDR at 'BB' and GB's at 'BB-'
and their Support Ratings at '3', as well as the removal of both
banks from RWN reflects the reversal of their current owner's,
Vnesheconombank (VEB, BBB-/Negative), plans to sell them to the
DIA, whose support for the banks seemed less certain (for more
details see 'Fitch Places Sviaz-Bank and Globexbank on Watch
Negative' on www.fitchratings.com). VEB currently anticipates
that it will remain the main shareholder of both banks over the
medium-term.

The IDRs of SB and GB therefore continue to reflect Fitch's view
of potential support from VEB. This view takes into account: (i)
their full ownership by VEB; (ii) the track record of equity and
liquidity support to date; and (iii) potential reputational risk
for VEB in case of them defaulting.

At the same time, SB's and GB's Long-Term IDRs remain,
respectively, two and three notches below that of VEB. This is
because: (i) Fitch views the banks as non-core subsidiaries for
VEB due to their limited synergies with the parent and that they
are not important for VEB's execution of its development role;
(ii) the intention to eventually sell the banks; and (iii) their
significant management independence.

GB is rated one notch lower than SB as in Fitch's view it
operates somewhat more independently from VEB, exhibiting a
higher risk appetite (in particular in respect to real estate
exposures) and weaker corporate governance. These could result in
larger losses challenging VEB's propensity to provide support in
a sufficient amount or timely fashion.

The senior unsecured debt ratings (including debt issued by
special purpose vehicles) are aligned with the banks' IDRs. The
ratings of debt issued by GB and SB and their special purpose
vehicles apply to debt issued prior to August 1, 2014.

VRs

RosCap and GB

The downgrade of RosCap's and GB's VRs to 'f' reflects Fitch's
view that the banks have failed, as reflected by material capital
shortfalls. The agency believes the banks are dependent on the
Central Bank of Russia (CBR) forbearance to achieve regulatory
compliance and require extraordinary external capital support to
restore their solvency.

GB's Fitch core capital (FCC) fell to an extremely low 1.2% of
regulatory risk-weighted assets (RWA) at end-2015 from 7.3% at
end-2014, while RosCap's FCC ratio fell to negative 3.2% from
positive 3.8%. The deterioration in both cases was due to large
losses resulting from (i) an increase in non-performing loans
(NPLs, to 25.6% of gross loans at end-2015 from 19.4% in RosCap
and to 15.4% from 7.2% in GB) and hence loan loss reserves, and
(ii) negative pre-impairment profit. Core capital provided by
shareholders to offset this was limited: the DIA provided RUB13.6
billion (6% of RWA) to RosCap through purchases of preferred
shares in 2015-4M16 and expects to provide a further RUB10bn in
the form of preferred shares by end-2016, while VEB injected a
small RUB5 billion (2% of RWA) of equity into GB in 2015.

Both banks' regulatory capital ratios were above minimum required
levels at end-2015, but this was solely due to regulatory
forbearance which allowed gradual recognition of loan impairment
reserves. RosCap's financial recovery plan allows RUB15 billion
of reserves (84% of regulatory core capital) to be created over a
period up to 2025, while GB needs to book RUB14 billion of
reserves (76% of regulatory core capital), according to the audit
opinion accompanied regulatory financial statements, which is
expected to take place after the conversion of VEB's RUB15
billion subordinated loan into equity by end-3Q16.

Fitch said, "However, we believe that GB's subordinated debt
conversion may not be enough to finance the provisioning
requirements and still ensure regulatory compliance of capital
ratios. We estimate that the total capital ratio would be around
7% (required minimum is 8%) after the provisioning, while the
risk of further asset quality problems and losses poses
additional risks. According to management, VEB is committed to
provide a further RUB14bn of equity in case of need."

Liquidity remains acceptable at RosCap, while GB faces
significant refinancing risks given (i) substantial short-term
wholesale funding (14% of total liabilities at end-4M16); and
(ii) potential outflows of pension fund deposits (11% of
liabilities) due to tougher rating requirements by the CBR coming
into force in October 2016. Although GB's liquid assets were a
tight 11% of liabilities at end-4M16, the bank may receive
liquidity support from VEB in case of significant funding
outflows.

RosCap's VR has been withdrawn as the bank's standalone profile
is becoming increasingly influenced by the bank's policy role and
less commercially oriented. Fitch therefore considers it no
longer appropriate to assess the bank's credit profile on a
standalone basis and judges the VR no longer relevant for its
coverage.

SB

The affirmation of SB's VR at 'b' reflects only moderate
deterioration of the bank's financial profile over the last 12
months. Its VR continues to reflect poor profitability, a tight
capital position and some risks stemming from a concentrated,
albeit adequately performing, loan book. However, SB's VR
benefits from the stability of the bank's funding given its
access to top tier state-related depositors.

Asset quality is acceptable, with NPLs moderately rising to 8% of
gross loans at end-2015 from 6% at end-2014. Restructured loans
were stable at 3% in 2015. Reserve coverage of these exposures
increased significantly to 71% at end-2015 from 43% at end-2014,
mainly due to one large legacy loan becoming reserved by 80%, up
from 20% at end-2014.

Capitalization is a weakness with the FCC ratio at only 5% at
end-2015, down from 9% at end-2014, mainly due to heavy
provisioning and negative pre-impairment profit reflecting a
spike in funding costs (although this has been improving so far
in 2016).

Compliance with minimum CBR regulatory capital ratios -- Tier 1
ratio of 7.8% versus a minimum 6%; Total ratio 17.5% versus a
minimum 8% at end-4M16 -- is mainly achieved by under-reserving
by RUB10bn of problem exposures, as mentioned by the auditors in
the qualified opinion to the regulatory accounts. If these
reserves had been created, the bank's Tier 1 ratio would have
fallen below the required minimum.

However, in assessing SB's capital position Fitch takes into
account the planned conversion of VEB's RUB16bn (6% of RWA)
subordinated debt, currently accounted as Tier 2 capital, into
Tier 1-eligible instruments (i.e. preference shares) in 2H16,
which would allow the bank to create the necessary reserves while
maintaining the Tier 1 ratio around 10%, above the required
minimum.

Liquidity is sound, supported by a moderate share of unsecured
wholesale funding (13% of total liabilities at end-2015), a
comfortable liquidity cushion (43% of total customer accounts)
and rather stable deposits of state-related entities (38% of
total liabilities at end-2015).

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS, NATIONAL RATINGS, SENIOR DEBT

The Negative Outlooks on SB's and GB's IDRs reflect that on VEB's
IDR. The Negative Outlook on RosCap's IDR reflects that on the
Russian sovereign.

The banks' IDRs could be downgraded if (i) the Russian
Federation, and hence VEB, are downgraded; (ii) if the propensity
of owners to provide support weakens; or (iii) in Fitch's view, a
sale of any of the banks becomes significantly more likely than
currently perceived.

The Outlooks may be revised to Stable if a similar rating action
is taken on Russia and VEB. The strengthening of RosCap's role as
a 'resolution' bank, and if Fitch views this as increasing the
likelihood of support from the DIA and the Russian authorities,
could also create upward pressure on the rating.

The Stable Outlooks on the National Ratings reflect Fitch's view
that the creditworthiness of Russian issuers relative to each
other would be unlikely to change significantly in case of a
sovereign downgrade.

Senior debt ratings will likely move in line with IDRs.

VRs

GB's VR will be upgraded once the bank receives sufficient
capital support to restore its solvency. The post-recap rating
will depend primarily on the size and quality of the capital
support and the adequacy of loan provisioning.

SB's VRs could be downgraded if weak performance results in
significant capital erosion without timely support being made
available. A further deterioration of SB's asset quality, albeit
not expected by the agency, could also put negative pressure on
the rating. Upside for SB's VR is currently limited and would
only be justified by a significant improvement of the bank's core
profitability and capital position.


The rating actions are as follows:

RosCap

  Long-Term Foreign and Local Currency IDRs: affirmed at 'BB-';
   Outlook Negative
  Short-term Foreign Currency IDR: affirmed at 'B'
  National Long-term Rating: affirmed at 'A+(rus)'; Outlook
   Stable
  Viability Rating: downgraded to 'f' from 'b-'; withdrawn
  Support Rating: affirmed at '3'
  Support Rating Floor: affirmed at 'BB-'
  Senior unsecured debt: affirmed at 'BB-'/'A+(rus)'

SB
  Long-Term Foreign and Local Currency IDRs: affirmed at 'BB';
   off RWN; Outlook Negative
  Short-Term Foreign Currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'b'
  Support Rating: affirmed at '3'; off RWN
  National Long-Term Rating: affirmed at 'AA-(rus)'; off RWN;
   Outlook Stable
  Senior unsecured debt: affirmed at 'BB'/'AA-(rus)'; off RWN

GB

  Long-Term Foreign and Local Currency IDRs: affirmed at 'BB-';
   off RWN; Outlook NegativeShort-Term Foreign Currency IDR:
   affirmed at 'B'
  Support Rating: affirmed at '3'; off RWN
  Viability Rating: downgraded to 'f' from 'b-'
  National Long-Term Rating: affirmed at 'A+(rus)' ; off RWN;
   Outlook Stable
  Senior unsecured debt: affirmed at 'BB-'/'A+(rus)'; off RWN
  Senior unsecured debt for euro-commercial paper programme
   short-term rating: affirmed at 'B'; withdrawn


CREDIT UNION: S&P Affirms 'BB-/B' Counterparty Credit Ratings
-------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable on
Russia-based Credit Union Payment Center (RNKO), core subsidiary
and payment settlement center for CFT group.  At the same time,
S&P affirmed its 'BB-/B' long- and short-term counterparty credit
ratings and 'ruAA-' Russia national scale rating on RNKO.

The outlook revision reflects S&P's view that CFT group has
improved its competitive position in its main segments: IT
software and money transfers performed via its core subsidiary
RNKO.  Concurrently, CFT group has posted resilient profits while
maintaining a zero debt policy despite the negative economic
conditions in Russia.  S&P thinks the group will sustain both
trends, which should support its creditworthiness despite the
difficult environment in Russia.  S&P considers the group has
shown more resilience than expected to the current downturn.

S&P continues to assess the group credit profile for CFT at
'bb-'. S&P's ratings on CFT group continue to reflect S&P's
assessments of its weak business risk profile and minimal
financial risk profile.

S&P bases its business risk assessment on:

   -- CFT group's good market position in the money transfer
      industry, especially in Russia and the Commonwealth of
      Independent States (CIS), where it dominates with a 70%
      market share.  CFT group is the third-largest global money
      transfer company, behind market leaders Western Union and
      MoneyGram.  The group's established position in the banking
      software development and maintenance segment, which
      includes the development, sale, installation, and
      maintenance of software products primary related to
      automated baking systems and sales of related equipment.
      CFT group is the market leader (close to 40% market share)
      in the Russian core banking software market and has a
      strong customer base that includes Russia's top-tier banks.
      The software business represented 30% of group revenues at
      year-end 2015, while amounting to about 60% of profits.

S&P's assessment of the group's financial risk profile as minimal
is based on S&P's view that the company has no outstanding debt
and its expectation that it will not issue any debt within its
2016-2018 forecast horizon.

S&P continues to see risks resulting from CFT group's
concentration in Russia and the CIS, given the current marked
economic downturn.

CFT group's earnings volatility could consequently increase,
compared with international peers.  S&P considers that CFT group
is coping well with this risk, but based on S&P's comparable
ratings analysis, it thinks the economic risks put CFT group at a
disadvantage compared with global peers such as Western Union and
Moneygram.  S&P therefore continues to include a one-notch
downward adjustment in its long-term rating on RNKO.

The rating on RNKO reflects its status as a core subsidiary of
CFT group.  CFT group owns 100% of RNKO, which is the group's
settlement center for money transfer and payment systems.  RNKO's
business, operations, and strategy are closely integrated with
those of the group.  S&P views RNKO as an infrastructure vehicle
whose primary goal is to secure the settlement of transactions in
CFT group's payment systems.  S&P considers that CFT group does
not have any incentive to sell RNKO, as this would disrupt
payment flows.  The creation or purchase of another settlement
center would be costly and time-consuming, in S&P's view.

The positive outlook on RNKO reflects the gradual strengthening
in its creditworthiness, via CFT group's improving competitive
position and greater-than-expected resilience in the group's
financial risk profile.

S&P could upgrade RNKO in the next 12-18 months if CFT group
maintains its current financial risk profile with zero debt and a
balanced dividend policy, while continuing to withstand weak
operating conditions in Russia and the CIS.

S&P could consider a negative rating action on RNKO over the next
12-18 months if, contrary to S&P's expectation, operating
conditions for the group lead to pronounced revenue decline and
profitability weakens substantially.  S&P could also lower the
ratings in the unlikely event that the group raises a significant
amount of debt, exceeding a ratio of 2x debt to EBITDA.


MECHEL OAO: Shareholders Back US$5.1BB Debt Restructuring
---------------------------------------------------------
bne IntelliNews reports that Mechel has won approval of its
shareholders for restructuring its US$5.1 billion debt to
Gazprombank, Sberbank, VTB and a syndicate of international
banks.

According to bne IntelliNews, the decision, announced by Mechel
on May 30 but taken at an extraordinary shareholders' meeting
four days earlier, staves off likely insolvency for Mechel, which
was regarded as a poster boy for the "new Russia" when it debuted
on the New York Stock Exchange in 2004.  Senior government
officials indicated as recently as last September that bankruptcy
was inevitable, bne IntelliNews recounts.

Approval of the restructuring required the consent of 50% of the
minority shareholders, bne IntelliNews notes.  At the previous
meeting, Mechel shareholders failed to gain a quorum to green
light the restructuring, bne IntelliNews relays.

Mechel's total debts stand at US$6.2 billion, of which US$5.1
billion, or 80%, is owed to Gazprombank (US$1.793 billion),
Sberbank (US$1.267 billion), VTB (US$1.068 billion) and a
syndicate of international banks (US$1.004 billion), bne
IntelliNews discloses.

Mechel is a Russian steel and coal producer.


PROMREGIONBANK: Placed Under Provisional Administration
-------------------------------------------------------
The Bank of Russia, by its Order No. OD-1689, dated May 30, 2016,
revoked the banking license of Moscow-based credit institution
Promyshlenny Regionalny Bank from May 30, 2016.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- due to the credit institution's failure to
comply with federal banking laws and Bank of Russia regulations,
capital adequacy ratios being below 2 percent, decrease in
capital below the minimal value of the authorized capital
established by the Bank of Russia as of the date of the state
registration of the credit institution, and the repeated
application within a year of measures envisaged by the Federal
Law "On the Central Bank of the Russian Federation (Bank of
Russia)".

While implementing its functions, the supervisor has repeatedly
established the facts of low quality of the loan portfolio of the
LLC Promregionbank, which was the reason of filing instructions
to the credit institution to minimize the risks assumed.
Creation of loan loss reserves to cover the low-quality assets
the banks acquired in May 2016 resulted in a complete loss of LLC
Promregionbank capital.  Both management and owners of the credit
institution did not take any effective measures to bring its
activities back to normal.  Under these circumstances, the Bank
of Russia performed its duty on the revocation of the banking
license of the credit institution in accordance with Article 20
of the Federal Law "On Banks and Banking Activities".

The Bank of Russia, by its Order No. OD-1690, dated May 30, 2016,
has appointed a provisional administration to LLC Promregionbank
for the period until the appointment of a receiver pursuant to
the Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

LLC Promregionbank is a member of the deposit insurance system.
The revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by legislation.  The said
Federal Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but not more than 1.4 million rubles
per depositor.

According to reporting data, as of May 1, 2016, LLC
Promregionbank ranked 340th in the Russian banking system in
terms of assets.


SVERDLOVSK OBLAST: S&P Affirms 'BB' ICR Then Withdraws Rating
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit
rating on Sverdlovsk Oblast.  S&P subsequently withdrew the
rating.  At the time of withdrawal, the outlook was stable.

As a "sovereign rating" (as defined in EU CRA Regulation
1060/2009 "EU CRA Regulation"), the rating on Sverdlovsk Oblast
is subject to certain publication restrictions set out in Art 8a
of the EU CRA Regulation, including publication in accordance
with a pre-established calendar.  Under the EU CRA Regulation,
deviations from the announced calendar are allowed only in
limited circumstances and must be accompanied by a detailed
explanation of the reasons for the deviation.  In this case, S&P
withdrew the ratings because the rating engagement was not
renewed.

                             RATIONALE

At the time of the withdrawal, the rating on Sverdlovsk Oblast
was constrained by S&P's view of Russia's volatile and unbalanced
institutional framework, and the oblast's weak economy, very weak
budgetary flexibility, average budgetary performance, and weak
management quality compared with international peers'.  That
said, it resembled most of its Russian peers.  Sverdlovsk
Oblast's creditworthiness benefited from the oblast's low debt
burden by international standards, adequate liquidity, and very
low contingent liabilities.

At the time of withdrawal, the stable outlook reflected S&P's
view that, in the next 12 months, its cautious spending policy
would allow the oblast to gradually consolidate its budget.
This, together with retaining a sufficient amount of the
committed facilities, would support the oblast's debt service
coverage ratio at more than 120%.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.  The weighting of
all rating factors is described in the methodology used in this
rating action.

RATINGS LIST

                                      Rating        Rating
                                      To            From
Sverdlovsk Oblast
Issuer Credit Rating
  Foreign and Local Currency          BB/Stable/--  BB/Stable/--

Ratings Subsequently Withdrawn

Sverdlovsk Oblast
Issuer Credit Rating
  Foreign and Local Currency          NR            BB/Stable/--

NR--Not rated



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


BANCO POPULAR ESPANOL: S&P Affirms 'B+/B' CCRs
----------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term
counterparty credit ratings on Banco Popular Espanol S.A.  The
outlook remains positive.

The affirmation follows Banco Popular's unanticipated launch of a
EUR2.5 billion rights issue as part of its new 2016-2018
strategy. A group of investment banks has fully underwritten the
rights issue and it will likely be completed before the end of
June 2016. S&P thinks the capital raising will help the bank to
offset the impact of the likely losses it will recognize in 2016,
in light of its announced plans to record additional provisions
of EUR4.7 billion.

Banco Popular aims to significantly improve its coverage of
nonperforming assets (NPAs) to about 50% by end-2016 from 38% in
first-quarter 2016, bringing it closer to levels of domestic
peers.  In addition, the bank targets a EUR15 billion reduction
of its gross stock of NPAs between 2016 and 2018, from EUR34
billion on March 31, 2016.

S&P views positively Banco Popular's decision to tackle its
comparatively lower coverage of NPAs than peers.  This has been
one of its weaknesses, in S&P's view, particularly considering
that it accumulated a higher-than-average stock of NPAs.  The
shareholders' response to the capital increase will test their
support to the management team and the new strategic plan.  This
capital increase comes after another EUR2.5 billion rights issue
in late 2012.

Banco Popular's ratio of NPAs to gross loans and real estate
assets stood at a high 28.2% on March 31, 2016, significantly
above our 15.5% estimate for Spain's banking system as of Dec.
31, 2015.  Given its substantial stock of NPAs, and despite S&P's
expectation that problem assets will decrease, the bank's gap
with the system in terms of asset quality indicators will likely
remain over S&P's 12-18 month outlook horizon.  Consequently, S&P
forecasts Banco Popular's NPA ratio at about 2x that of the
system by end-2017.

From a capital perspective, S&P estimates that the rights issue
will have a limited impact on S&P's risk-adjusted capital (RAC)
ratio for Banco Popular, because the capital raising is likely to
be offset by the losses that S&P expects the bank will record in
2016 and despite likely lower risk-weighted assets ahead.  S&P
therefore forecasts the 2017 RAC ratio for Banco Popular will
remain between 5.5% and 6.0%. Our estimate also incorporates the
bank's recent acquisition of Barclay's credit card business in
Spain and Portugal, which S&P expects will have only a marginal
negative impact on capital.

S&P's issue ratings on Banco Popular's preferred stock remain
unchanged at 'CCC' despite the losses that S&P expects the bank
will record in 2016.  This is because the coupon deferral clause
on the preferred stock is based on a broad earnings definition.

The positive outlook reflects S&P's expectation that Banco
Popular will likely continue rebalancing its funding and
liquidity position.  S&P anticipates that the bank will expand
its stable funding base with new customer deposits and wholesale
debt issues, while further reducing its European Central Bank
and/or short-term funding resources.  The bank could, in turn,
maintain a liquidity buffer that would comfortably exceed total
short-term wholesale funding over the next 12-18 months.

The positive outlook on Banco Popular now also incorporates S&P's
expectations that its coverage of NPAs will converge to levels
more aligned with the average for the Spanish banking system and
its stock of NPAs will likely decrease significantly, as planned.
Progress in this process will take time, however.

S&P could revise its outlook on Banco Popular to stable if it is
unable to strengthen its liquidity position; it shifts toward a
more aggressive strategy, which could result from the bank
engaging in a material acquisition in geographies or businesses
where its management know-how is limited; or if there are
significant changes to the bank's management team and strategy.
S&P could also change the outlook to stable if the bank fails to
gradually bring its provision coverage closer to average levels
in the domestic banking system, or it is unable to reduce its
stock of NPAs as planned.



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


YASAR HOLDING: Fitch Affirms 'B' Long-Term Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed Turkish food group Yasar Holding
A.S.'s Long-Term Foreign and Local Currency Issuer Default
Ratings (IDR) at 'B' and affirmed its National Long-Term rating
at 'BBB(tur)'. The Outlooks are Stable.

Fitch has also affirmed the $US250 million senior unsecured notes
due 2020 at 'B' with Recovery Rating 'RR4'.

Fitch said, "The affirmation incorporates our expectations that
continuing funds from operations (FFO) growth and cash proceeds
from the divestment of the company's ink business should bring
leverage down to a more acceptable level by end 2016. Leverage
spiked in 2015 to a level not compatible with Yasar's 'B' IDR,
due to adverse currency movements. The resilient performance of
the Turkish economy amid declining commodity prices as well as a
recent increase in minimum wages should sustain internal demand
and benefit Yasar's FFO. Yasar remains vulnerable to any
devaluation of the Turkish lira but has demonstrated it is able
to cope effectively with Turkey's volatile economy, drawing on
its strength as an established player in the growing Turkish food
and beverages and coatings markets."

KEY RATING DRIVERS

High Foreign Currency Risk

Fitch said, "We calculate that a 10% depreciation of the Turkish
lira could cause Yasar's FFO based leverage to increase by
approximately 0.5x as a result of its high proportion of foreign
currency debt (about 65%). However, we note the stabilization so
far during 2016 of the Turkish lira to $US exchange rate. The
company also has a proven ability to pass through to customers
any increase in input costs. Raw material costs at Yasar's
coatings division tend to be linked to foreign currency
movements."

Food exports provide some relief in terms of foreign currency
generation, but remain limited, at under 10% of group sales.

Likely Recovery from Leverage Peak

Fitch expects the strong EBITDA performance in 2015 to continue.
Together with proceeds from asset divestments, this will help
reduce FFO adjusted net leverage from the 2015 peak of 5.9x to a
low 5.0x in 2016. Yasar recorded strong EBITDA growth of 18% in
2015 with particularly good performance from its coatings
business. It also demonstrated good pricing power in its food and
beverage unit, despite elevated dairy and meat input costs in
Turkey. Maintenance of the strengthening achieved in 2014 by the
small tissue unit also helped sustain EBITDA.

Healthy Food and Beverage Prospects

Yasar's leading market position in several food categories in a
fragmented and stable market continues to underpin its ratings.
For 2016, although both meat and dairy prices are unlikely to
reduce, Fitch expects Yasar's sales volumes to grow at least low
single digits, performing better than in 2015 when divisional
volumes overall stagnated as a result of high price inflation.
Household consumption in Turkey should benefit from a 30% minimum
wage increase in 2016. Yasar's position in the industry as one of
few producers able to offer products with strong hygienic
standards, its brand recognition and good innovation efforts
should also continue to benefit its performance.

The still relatively fragmented nature of the Turkish food retail
industry with a large proportion of food purchased by consumers
through independent family owned stores limits pricing pressure
on Yasar. At the same time, as disposable income grows and the
population lives in bigger cities, purchases of foods shift
towards packaged products, more often purchased in supermarkets
and corner stores than in open markets, supporting a growing role
for major producers like Yasar.

Resilience From Diversification

Yasar's diversified operations in food and beverage and coatings
has protected it from volatility in raw material prices from one
division to the other. Historically, meat, dairy, animal feed,
fish, coatings and tissue have not followed synchronic prices and
demand cycles. In addition, Yasar has also demonstrated its
ability to pass through commodity price increases to its end
customers with normally one or two quarters time lags. Fitch
believes that Yasar tends normally to absorb cost increases in
the short term. However, given its important market shares and
established relations with its distributors, as well as the good
recognition of its brands, over time, it is able to pass them on
fully. The steady growth of its EBITDA over the past five years,
despite continuous investments in advertising and innovation and
a few cycles of price tension and currency devaluation is
testimony to this resilience.

Limited Free Cash Flow

Fitch said, "Free cash flow (FCF) remained negative at TRY64
million in 2015 (2014: negative TRY33 million) and we project
this to continue over 2016-19 due to capex and working capital
investments. Dividend leakage to minorities in the listed
subsidiaries further depresses cash flow by TRY35 million -TRY40
million a year. However, Fitch believes Yasar retains the
flexibility to postpone some of its capex, if necessary, in the
event of a large unforeseen depreciation of the Turkish lira or a
slowdown of internal demand."

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Revenue growth remaining in high single digits over 2016-
    2019.

-- Group EBITDA margin between 10.3% and 10.7% for 2016-2019.

-- Capex of 5.3% in 2016 and between 3.5% and 3.9% of sales for
    2017-2019.

-- FCF to remain negative for 2016-19.

-- TRY/$US exchange rate at 3.1 for 2016, in line with Fitch's
    view.

-- Liquidity to remain adequate.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Operating shortfall, such as contracting revenue, further
    constraining cash flow and/or liquidity

-- FFO adjusted net leverage above 5.5x (2015:5.9x) on a
    sustained basis.

-- FFO fixed charge coverage below 2.0x (2015: 1.7x) on a
    sustained basis.

-- EBITDA margin falling below 8% (2015: 11%) for more than two
    financial years due to the inability to pass on higher costs
    or due to increased competition.

-- Sharp currency depreciation or economic downturn in Turkey
    affecting Yasar's operations.

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- FFO adjusted net leverage consistently below 4.5x.

-- FFO fixed charge above 2.5x.

-- EBITDA margin remaining at or above 10% with improved pricing
    power.

-- Negative FCF at no more than 1% of sales and maintenance of
    longer-dated debt profile mitigating refinancing risks.

LIQUIDITY

Liquidity was supported by unrestricted cash (as defined by
Fitch) of TRY2.9 million at end-2014, approximately $US350
million in undrawn uncommitted (as typical in Turkey) bank lines,
as well as strong relationships with both local and international
banks. This is sufficient to cover Yasar's near term debt
maturities of TRY217 million in 2016.



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


CLAVIS SECURITIES 2007-01: S&P Lowers Ratings on 2 Notes to BB
--------------------------------------------------------------
S&P Global Ratings took various credit rating actions in Clavis
Securities Series 2006-01 and Clavis Securities series 2007-01.

Specifically, S&P has:

   -- Raised its ratings on Clavis Securities 2006-01's class
      A3a, A3b, M1a, M1b, M2a, B1a, B1b, and B2a notes;

   -- Affirmed its ratings on Clavis Securities 2007-01's class
      A3a, A3b, Aza, M2a, M2b, B1a, B1b, and B2a notes; and

   -- Lowered its ratings on Clavis Securities 2007-01's class
      M1a and M1b notes.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received as
part of its surveillance review cycle.  S&P's analysis reflects
the application of its U.K. residential mortgage-backed
securities (RMBS) criteria and its current counterparty criteria.

S&P has observed a decrease in its weighted-average foreclosure
frequency (WAFF) for both transactions since S&P's previous
review.  In addition, S&P has observed a decrease in its
weighted-average loss severity (WALS) in both transactions at and
below the 'AA' rating stress level.

Clavis Securities 2006-01

Rating     WAFF    WALS
level       (%)     (%)

AAA       28.67   41.37
AA        22.89   32.14
A         18.11   19.01
BBB       14.18   11.98
BB        10.38    7.80
B          8.72    5.26

Clavis Securities 2007-01

Rating     WAFF    WALS
level       (%)     (%)

AAA       39.87   47.40
AA        33.54   39.49
A         28.09   27.11
BBB       23.55   19.66
BB        18.77   14.37
B         16.89   10.04

The main reasons why the WAFF decreased, in both transactions,
are the increase in seasoning and the decrease in total arrears.
At and below the 'AA' rating stresses, WALS has decreased since
S&P's previous review.  This primarily reflects house price
increases since the previous review and subsequent decrease in
S&P's calculation of the weighted-average current-loan-to-value
(CLTV) ratio.  For Clavis Securities 2006-01, it decreased to
59.70% from 76.64% and for Clavis Securities 2007-01, it
decreased to 87.58% from 68.90%.  Above 'AA', WALS increased
because S&P's updated market value decline assumptions at these
levels offset the positive impact of the lower CLTVs.

Since S&P's last review, Barclays Bank PLC (A-/Stable/A-2), the
currency swap provider for the series 2006-01 notes, has started
posting collateral, as required under the swap documentation.
The ratings on both series of notes are capped at the long-term
issuer credit rating (ICR) on their respective currency swap
providers, plus one notch.  The Royal Bank of Scotland PLC
(BBB+/Positive/A-2) is the currency swap provider for the series
2007-01 notes.

The volume of repossessions has fallen since S&P's previous
review to 0% from 2.26% in Clavis Securities 2006-01 and to 0.19%
from 4.64% in Clavis Securities 2007-01.  As a result, the
negative carry stresses of repossessed loans was minimized in
S&P's cash flow analysis.

The series 2006-01 notes have also benefitted from an increase in
credit enhancement and a fall in credit coverage compared with
the previous review.  In addition, the reserve fund in this
transaction has amortized to its floor amount, suggesting that
credit enhancement will build up more quickly.  S&P has therefore
raised its ratings across the capital structure in Clavis
Securities 2006-01.

Clavis Securities 2007-01 features a liquidity facility which can
be used to pay senior fees and interest payments on the notes.
Drawings under the liquidity facility to cover the class M and B
interest payments are permitted if the principal deficiencies on
the class M and B notes do not exceed certain specified
percentages (50% for all class M notes and the class B1 notes and
40% for the class B2 notes) of the initial principal amount for
each class of notes.

The Clavis Securities 2007-01 transaction has been amortizing pro
rata since December 2008.  Since S&P's previous review, the note
factor for the class M, B1, and B2 notes has reduced to 40.09%
from 60.66%.  Consequently, the class M2 and B1 notes are
permitted to use the liquidity facility in all scenarios and the
class B2 notes can use the liquidity facility in the three-year
delayed recessionary periods.  This reduces the liquidity support
available to the class A and M1 notes in our cash flow analysis.
S&P has therefore lowered its ratings on the class M1a and M1b
notes to 'BB (sf)' from 'BB+ (sf)'.

At the same time, S&P's credit and cash flow analysis indicates
that the Clavis Securities 2007-01 class A notes can withstand
the stresses that S&P applies at the currently assigned ratings.
S&P has therefore affirmed its 'A- (sf)' on the class A3a and A3b
notes and our 'BBB+ (sf)' on the class Aza notes.

Although liquidity support for the class M2, B1, and B2 notes has
increased, S&P's credit and cash flow analysis indicates that
these notes can only withstand the stresses that it applies at
the currently assigned ratings.  Consequently, S&P has affirmed
its ratings on these notes.

Clavis Securities' series 2006-01 and 2007-01 are U.K. RMBS
transactions backed by nonconforming residential mortgages
originated by GMAC Residential Funding Co. LLC.

RATINGS LIST

Class              Rating
         To                    From

Clavis Securities PLC
EUR333.25 Million And GBP371.35 Million Mortgage-Backed
Floating-Rate Notes Series 2006-01

Ratings Raised

A3a      A (sf)                A- (sf)
A3b      A (sf)                A- (sf)
M1a      A (sf)                A- (sf)
M1b      A (sf)                A- (sf)
M2a      A- (sf)               BB+ (sf)
B1a      BBB- (sf)             B+ (sf)
B1b      BBB- (sf)             B+ (sf)
B2a      BB+ (sf)              B- (sf)

Clavis Securities PLC
EUR314.6 Million and GBP338.9 Million Mortgage-Backed
Floating-Rate Notes Series 2007-01

Ratings Lowered

M1a      BB (sf)               BB+ (sf)
M1b      BB (sf)               BB+ (sf)

Ratings Affirmed

A3a      A- (sf)
A3b      A- (sf)
AZa      BBB+ (sf)
M2a      B+ (sf)
M2b      B+ (sf)
B1a      B (sf)
B1b      B (sf)
B2a      B- (sf)


COURTAULDS: Enters Administration After BHS Collapse
-----------------------------------------------------
Paul Bisping at business-sale.com reports that the Derbyshire-
based manufacturer of Pretty Polly tights has gone into
administration, citing the collapse of BHS as the primary reason.

Courtaulds was the maker of the Pretty Polly brand of tights that
were worn by celebrities across the world, according to business-
sale.com.  It was also a major supplier for BHS, which recently
collapsed, the report notes.  CUK Clothing, which was merged with
Courtaulds back in 2006 but continued to trade as a separate
entity, has also gone into administration because of the BHS
failure, the report relays.

Both companies traded under the world-famous Pretty Polly brand
and also made clothing for other retailers for them to brand
individually, the report discloses.  The companies, which were
primarily based in Belper and London, also made a variety of
other garments, including formal wear, jackets and coats for UK
and international retail stores, the report notes.

The companies have brought in administrators from RSM
Restructuring Advisory UK to search for potential buyers or seek
other ways to reimburse creditors, the report says.  Dilip
Dattani of RSM UK said: "The administration of BHS has added to
the challenge of operating within a fiercely competitive market
for seasonal products.

"This has left the directors with little choice but to place the
companies into administration. Regrettably, we have been forced
to make 350 employees redundant to align with the current order
book, and we are assisting them with their claims to the
Redundancy Payments Service," he added.


EUROMASTR PLC 2007-1V: S&P Raises Rating on Class D Notes to B+
---------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings in EuroMASTR PLC's
series 2007-1V's class A2, B, and E notes.  At the same time, S&P
has raised its ratings on the class C and D notes.

The rating actions follow S&P's review of the transaction's
performance and the application of its U.K. residential mortgage-
backed securities (RMBS) criteria and its current counterparty
criteria.  S&P based its analysis on loan-level data as of
March 2016.

The pool's performance has improved since S&P's previous review
of the transaction on May 14, 2013.  Since then, total
delinquencies have decreased to 15.4% from 31.7%.

Since S&P's May 2013 review, its weighted-average foreclosure
frequency (WAFF) assumptions have decreased due to the higher
portion of loans with seasoning of more than five years and the
lower level of arrears.  S&P's weighted-average loss severity
(WALS) assumptions have increased at the 'AAA' rating level due
to the higher impact of the market value decline.  They are
almost unchanged at the 'AA' rating level and they have decreased
for lower rating levels due to the increase in house prices since
2012.

WAFF AND WALS ASSUMPTIONS

Rating                   WAFF                  WALS
                          (%)                   (%)
AAA                     53.22                 48.59
AA                      46.14                 38.60
A                       40.59                 24.48
BBB                     35.68                 16.26
BB                      30.01                 10.83
B                       27.74                  6.83

Danske Bank A/S acts as the transaction's liquidity facility and
guaranteed investment contract (GIC) account provider.  S&P sees
a risk that Danske Bank would not be replaced by a similarly
rated counterparty if it were downgraded--as happened in 2012,
when S&P lowered the rating on the bank to 'A-/A-2', breaching
the transaction documents' 'A-1' short-term rating trigger, and
no remedy actions were taken.  S&P subsequently upgraded Danske
Bank to 'A/A-1' on April 29, 2014.  Reflecting the risk that
there would be no remedy following another downgrade of Danske
Bank, S&P's current counterparty criteria cap the maximum
potential ratings in this transaction at 'A (sf)', in line with
its 'A' long-term issuer credit rating on Danske Bank.

UBS AG (A/Positive/A-1) acts as swap provider.  The language in
the swap documentation complies with superseded counterparty
criteria but not with S&P's current counterparty criteria.
Therefore S&P's 2013 counterparty criteria also caps the maximum
potential rating in the transaction at the level of the rating on
the swap provider, plus one notch ('A+').

As a result of the application of S&P's counterparty criteria,
although its credit and cash flow analysis shows that the credit
enhancement available to the class A2 and B notes would otherwise
be commensurate with higher ratings, S&P has affirmed its 'A
(sf)' ratings on the class A2 and B notes.

Taking into account the transaction's performance and the slow
build-up of available credit enhancement, S&P has raised its
ratings on the class C notes to 'BBB+ (sf)' from 'BBB (sf)' and
on the class D notes to 'B+ (sf)' from 'B (sf)'.  S&P has also
affirmed its rating on the class E notes at 'B- (sf)'.

EuroMASTR's series 2007-1V is a securitization of a pool of
nonconforming U.K. residential mortgages secured over freehold
and leasehold properties in England and Wales.

RATINGS LIST

Class            Rating
           To            From

EuroMASTR PLC
GBP200.75 Million Mortgage-Backed Floating-Rate Notes Series
2007-1V

Ratings Raised

C          BBB+ (sf)     BBB (sf)
D          B+ (sf)       B (sf)

Ratings Affirmed

A2         A (sf)
B          A (sf)
E          B- (sf)


EUROSAIL-UK PLC 2007-3BL: S&P Raises Ratings on 2 Tranches to B-
----------------------------------------------------------------
S&P Global Ratings took various credit rating actions in
Eurosail-UK 2007-3BL PLC.

Specifically, S&P has:

   -- Removed from CreditWatch with positive implications and
      raised its ratings on the class A2a, A2b, A2c, A3a, A3c,
      C1a, and C1c notes; and

   -- Removed from CreditWatch positive and affirmed its ratings
      on the class B1a, B1c, D1a, and E1c notes.

The rating actions follow the transaction's restructuring in
February 2016.  S&P has conducted its credit and cash flow
analysis using loan-level information and investor reports as of
March 2016.

As part of the February 2016 restructuring, the dollar-
denominated class A2b notes and the euro-denominated class A2a,
A3a, B1a, C1a, and D1a notes were converted into British pound
sterling-denominated notes.  S&P therefore placed on CreditWatch
positive its ratings on all classes of notes on March 3, 2016.

Following the restructuring, S&P no longer considers that the
transaction is exposed to foreign exchange rate risk.  In
addition, the swap termination claims were distributed as partial
extraordinary repayments to the class A3a, A3c, B1a, B1c, C1a,
C1c, D1a, and E1c notes on the March 2016 interest payment date.
This has increased the available credit enhancement for all
classes of notes.

The priority of the class A notes was also amended so that the
class A2a, A2b, and A2c notes notes rank senior to the class A3a
and A3c notes in respect of both interest and principal, and have
their own separate principal deficiency ledgers.  As a result of
the new structure, the available credit enhancement for the class
A2a, A2b, and A2c notes is sufficient to withstand the stresses
that S&P applies at a 'AAA' rating scenario.  S&P has therefore
raised to 'AAA (sf)' from 'BB+ (sf)' and removed from CreditWatch
positive its ratings on these classes of notes.

Following S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class A3a, A3c, C1a, and C1c
notes to be commensurate with higher ratings.  S&P has therefore
raised and removed from CreditWatch positive its ratings on these
classes of notes.

S&P's analysis shows that the class B1a and B1c notes were not
able to pass its cash flow stresses at rating scenarios higher
than at their current ratings.  Therefore, S&P has affirmed its
'B- (sf)' ratings on the class B notes and removed them from
CreditWatch positive.

S&P has affirmed its 'CCC (sf)' ratings on the class D1a and E1c
notes based on S&P's assessment of the level of credit
enhancement and expected collateral performance.

The servicer (Acenden Ltd.) reports arrears that include amounts
outstanding, delinquencies, and other amounts owed.  Other
amounts owed include arrears of fees, charges, costs, ground
rent, and insurance, among other items.  Delinquencies include
principal and interest arrears on the mortgage loans, based on
the borrowers' monthly installments.  Amounts outstanding are
principal and interest arrears, after the servicer first
allocates borrower payments to other amounts owed.

For the transaction, the servicer first allocates any arrears
payments to other amounts owed, then to interest and principal
amounts.  For borrowers, the servicer first allocates any arrears
payments to interest and principal amounts, and then to other
amounts owed.  This difference in the servicer's allocation of
payments for the transaction and the borrower results in amounts
outstanding being greater than delinquencies.

Since the third quarter of 2014, amounts outstanding have been
increasing.  Acenden references the level of amounts outstanding
to determine the 90+ day arrears trigger.  The level of amounts
outstanding for more than 90 days (including repossessions) has
increased to 31.95% of the pool from 30.68% since the third
quarter of 2014.  Total amounts outstanding have increased to
41.45% of the pool in March 2016 from 40.69% in September 2014.

In terms of 90+ day delinquencies, the transaction underperforms
S&P's U.K. nonconforming RMBS index.  Delinquencies in S&P's
nonconforming index decreased to 9.90% in the first quarter of
2016 from 12.97% in the third quarter of 2014.  Delinquencies in
Eurosail-UK 2007-3BL decreased to 16.75% from 17.15% over this
period.

Below are S&P's weighted-average foreclosure frequency (WAFF)
assumptions, which take into consideration S&P's projection of
additional delinquencies and weighted-average loss severity
(WALS) assumptions, which reflects the increase in house prices
since S&P's previous review.

          WAFF (%)     WALS (%)   Expected
                                    credit
                                  loss (%)
AAA       43.90        56.72         24.90
AA        38.03        49.29         18.74
A         32.50        38.81         12.61
BBB       27.15        32.99          8.96
BB        22.05        28.50          6.29
B         19.75        24.78          4.89

S&P's credit stability analysis indicates that the maximum
projected deterioration that it would expect at each rating level
over one and three-year periods, under moderate stress
conditions, is in line with S&P's credit stability criteria.

Eurosail-UK 2007-3BL is a U.K. nonconforming RMBS transaction,
which Southern Pacific Mortgage Ltd., Preferred Mortgage Ltd.,
London Mortgage Company, Alliance & Leicester PLC, and Amber
Homeloans Ltd. originated.

RATINGS LIST

Class             Rating
          To                      From

Eurosail 2007-3BL PLC

GBP493.57 Million Mortgage-Backed Floating-Rate Notes

Ratings Raised and Removed From CreditWatch Positive

A2a       AAA (sf)                BB+ (sf)/Watch Pos
A2b       AAA (sf)                BB+ (sf)/Watch Pos
A2c       AAA (sf)                BB+ (sf)/Watch Pos
A3a       BB+ (sf)                B- (sf)/Watch Pos
A3c       BB+ (sf)                B- (sf)/Watch Pos
C1a       B- (sf)                 CCC (sf)/Watch Pos
C1c       B- (sf)                 CCC (sf)/Watch Pos

Ratings Affirmed and Removed From CreditWatch Positive

B1a       B- (sf)                 B- (sf)/Watch Pos
B1c       B- (sf)                 B- (sf)/Watch Pos
D1a       CCC (sf)                CCC (sf)/Watch Pos
E1a       CCC (sf)                CCC (sf)/Watch Pos


INTELLIGENT ENERGY: Seeks Shareholder Approval of GBP30MM Loan
--------------------------------------------------------------
Jessica Shankleman at Bloomberg News reports that Intelligent
Energy Holdings Plc urged shareholders to approve a GBP30 million
(US$43.8 million) loan to help avoid insolvency.

According to Bloomberg, Intelligent Energy on May 31 said in a
regulatory filing three of the company's biggest shareholders --
Meditor Group Ltd., Evolution Placements Corp. and Royalton Percy
LLC -- will provide and vote in favor of convertible loan notes
on June 9.  The deal will allow Meditor to boost its stake in
Intelligent Energy to 72.2% from 14.55%, Bloomberg says.

Intelligent Energy says it needs the support to avoid bankruptcy
after it failed to raise the funds needed to install its
technology on more than 27,000 telecommunications towers in India
earlier this year, Bloomberg discloses.  The statement said talks
are continuing on securing financing for the plan, though there
is "no guarantee that the transaction will be completed",
Bloomberg notes.

The statement said Intelligent Energy's losses for the first six
months of the year rose to GBP67 million, up from GBP21.4 million
in the same period last year, Bloomberg relays.

Intelligent Energy Holdings Plc is a U.K. hydrogen fuel cell
maker.


MAPLE RIDGE: Garden Centre in Administration
--------------------------------------------
hortweek.com reports that Maple Ridge Garden Centre, formerly
known as Aylings Garden Centre, has gone into administration.

Alexander Mackie Associates (AMA) has been asked by the joint
administrators, Tim Dolder -- tim.dolder@opusllp.com -- and
Trevor Binyon -- trevor.binyon@opusllp.com -- of Opus
Restructuring, to find a buyer for the center and associated
sites, according to hortweek.com.

These include a five-bedroom detached residential house and in
total 9.35 hectares of land located at Trotton in Petersfield,
Hampshire, the report notes.

The garden centre fronts onto the A272 at Trotton and is set
within the South Downs National Park, close to affluent
population areas and the A3 Motorway.

On-site buildings/structures include glasshouses, twin bay multi-
spans, canopies, pergolas, a timber building housing the cafe
along with various other outbuildings, the report relays.  Two
concessions are on site: a garden machinery sales and repairs
business and a cafe, both on lease, the report says.

AMA is looking for offers around GBP1.9 million plus saleable
stock at cost valuation. The administrators are hoping to keep
the garden center trading while a buyer is found.

New developments had been planned for Maple Ridge including
demolishing the existing garden centre buildings and replacing
them with a log cabin, but a planning application for the build
was denied, the report says.


NELSON PACKAGING: Fresh Details Emerge About Administration
-----------------------------------------------------------
Insider Media Limited reports that the introduction of the 5p
charge on plastic bags in England, coupled with increased
competition from overseas manufacturers, contributed to the
administration of Nelson Packaging, a Lancashire-based packaging
maker, new documents have revealed.  The insolvency led to more
than 50 job losses and unsecured creditor claims of GBP1.2
million.

Nelson Packaging entered administration earlier this year, with
Kevin Murphy -- kevin.murphy@leonardcurtis.co.uk -- and Andrew
Poxon -- andrew.poxon@leonardcurtis.co.uk -- of Leonard Curtis
appointed joint administrators, according to Insider Media
Limited.  Established in 1975, the Nelson-based business made
carrier bags and packaging products for a number of high-profile
retailers.  It was bought by EDCAWI, the owner of Warrington-
based Intelipac, in 2013, the report notes.

The company posted a turnover of GBP9.5 million in the year
ending May 31, 2014.  However, turnover dropped to GBP7.8 million
a year later.

The report notes that a statement of administrator's proposals
said: "During the latter part of 2015, the company began to
experience increased competition from overseas manufacturers
resulting in the profit margins being heavily reduced in order to
compete.

"In addition, a 5p plastic bag tax was introduced in England in
October 2015 for single-use plastic carrier bags, which has
resulted in a significant reduction in plastic bag use across the
UK.  This had an adverse effect on the company's turnover and
future orders," the statement said, the report relays.

"The future work streams reduced dramatically and the company
could no longer continue to trade without support from its parent
company or additional investment or a sale of the business.  The
parent company was no longer prepared to continue to subsidize
the company as it had done previously.  In addition, the company
was falling behind in its obligations to trade creditors and HM
Revenue & Customs," the statement added.

The report relays that Leonard Curtis also revealed that Nelson
Packaging had insufficient funds to pay wages in the week
starting 22 February 2016.  The company employed 59 members of
staff, but 51 roles were made redundant on 24 February 2016 and
administrators were appointed to the business a day later, the
report notes.

In addition, the report provides new details of the situation
facing creditors, the report discloses.

GQS Finance is owed GBP923,193 as Nelson Packaging's secured
creditor and administrators have forecast that the total received
from debt collections will be sufficient to repay it in full, the
report says.

Meanwhile, the claims of former employees are estimated at
GBP29,632 for outstanding wages and holiday pay in their role as
preferential creditors, the report notes.  It is not expected
that there will be sufficient funds to enable a distribution, the
report discloses.

In terms of unsecured claims, trade and expense creditors are
owed GBP1.2 million, unsecured employee claims are estimated at
GBP539,921 and Her Majesty's Revenue & Customs is due GBP206,849,
the report notes.  It is considered unlikely that there will be
any funds available to share among unsecured creditors, the
report adds.


NEMUS II: Fitch Affirms 'CCsf' Rating on GBP1MM Class F Debt
------------------------------------------------------------
Fitch Ratings has affirmed Nemus II (Arden) plc's commercial
mortgage backed securities due 2020 as follows:

GBP136 million Class A (XS0278300487) affirmed at 'AAsf'; Outlook
Negative

GBP11.3 million Class B (XS0278300560) affirmed at 'Asf'; Outlook
revised to Stable from Negative

GBP7.7 million Class C (XS0278300727) affirmed at 'BBBsf';
Outlook revised to Stable from Negative

GBP7.1 million Class D (XS0278301295) affirmed at 'BBsf'; Outlook
revised to Stable from Negative

GBP13.9 million Class E (XS0278301378) affirmed at 'CCCsf';
Recovery Estimate (RE) revised to 80% from 30%

GBP1.0 million Class F (XS0278301535) affirmed at 'CCsf'; RE0%

KEY RATING DRIVERS

The affirmation reflects the largely unchanged situation since
Fitch's last rating action in June 2015. Fitch expects full
repayment of the largest loan (Victoria), but the risk of a delay
in refinancing the loan by its upcoming maturity (in October)
warrants the Negative Outlook on the class A notes. The revised
Outlooks and improved class E RE are based on expectations of
lower portfolio losses given signs of a negotiated resolution of
the dispute over which party is responsible for the costs of
remedial works at Buchanan House (Fitch understands they will be
fully covered by third parties).

The GBP124.6 million Victoria loan breached its loan-to-value
(LTV) covenant (80.21%) in February 2009. In August 2010, the
borrower cured the breach by making a payment of GBP8m into an
issuer account, allowing it three years later to exercise its
contractual option to extend the loan by three years. The
reported whole LTV stands at 62% (based on a 2015 valuation).

The loan is secured on a fully-let mixed-use property in London's
Victoria Street. The asset serves as John Lewis's headquarters
(office space, on a lease until 2069, with a break in 2031).
Despite having transferred the retail element back to the
borrower (through an underlease), John Lewis Plc holds the head
lease for the entire site, with the historic assignor, BP Company
Limited (A/Stable), jointly liable for obligations under the head
lease. Foremost among these is rent (GBP7.4m), which is subject
to review every seven years (the next one in 2017).

The specific provisions of the head lease meant that no nominal
growth in rent occurred at the last rent review. As a result,
against a backdrop of significant rental growth in the wider
office market (Fitch estimates 65%), John Lewis is paying the
same amount of rent as in 2003. The head lease value (for the
tenant) can survive significant stress, and provides a
significant incentive for John Lewis, BP or indeed a successor to
continue making payments. Consequently no rental value declines
are assumed in the rating analysis of this space. The remaining
retail space in the Victoria Street asset, which generates 22% of
the building's income, is let to a variety of tenants on leases
expiring no later than 2031. The asset was revalued at GBP232m in
July 2015, up from GBP176.4 million in 2013.

The GBP11.7m Carlton House loan has been in special servicing
since December 2008 due to a missed amortisation payment. The
loan is secured on three retail assets in the Greater Birmingham
area (Sutton Coldfield) let to 39 tenants, none of which accounts
for more than 8.5% of collateral rent. Vacancy stands at 1.9%, up
from 1.0% one year ago (down from a peak of 16.8% in November
2011).

After two extensions, the loan also matures in October, prior to
which amortization of GBP420,000 should be paid. A revaluation in
June 2015, as part of the request for extension, resulted in an
increase of 8.8% to GBP12.4 million from GBP11.4 million,
reducing the LTV to 90.8% (from 102.5% in June 2015 and 80.3% at
closing).

The GBP41.2 million Buchanan House loan entered special servicing
in April 2013 when, in addition to an on-going LTV covenant
breach, a defect requiring substantial remedial works was
detected in the building. Fitch understands that all surplus
income that has been trapped and retained (GBP6.8 million) will
be allocated to the issuer. Meanwhile the senior loan is paying
interest while payments on the B-note have been switched off.

RATING SENSITIVITIES

Should Victoria fail to repay at or soon after its maturity, the
class A notes are expected to be downgraded to the 'Asf'
category.

Fitch estimates 'Bsf' recoveries of approximately GBP173 million.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided
about the underlying asset pool ahead of the transaction's
initial closing. The subsequent performance of the transaction
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.

Overall, Fitch's assessment of the information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.


PIAM BLACKPOOL: In Administration After Failure to Pay Debts
------------------------------------------------------------
Insider Media Limited reports that a property developer focused
on buy-to-let schemes in Blackpool has fallen into administration
after being unable to repay its debts, Insider can reveal.

PIAM Blackpool, which is short for Property Investment Advice and
Management (Blackpool), entered administration on May 9, 2016
with Kerry Bailey -- kerry.bailey@bdo.co.uk -- and Ian Gould --
ian.gould@bdo.co.uk -- of BDO appointed joint administrators by
NatWest, according to Insider Media Limited reports that.

The report notes that the company purchases buy-to-let properties
in Blackpool and refurbishes them before renting them out or
selling them to investors.  It buys pre-converted blocks of self-
contained flats and manages all of its own properties, the report
relays.

PIAM Blackpool's directors are former merchant banker Pierre
Netty and Zoe Kelly, the report says.  Netty owns 82 per cent of
the company while Kelly holds the remaining 18 per cent, the
report notes.

BDO said that PIAM Blackpool entered administration after being
unable to repay its indebtedness to NatWest. The company did not
have any employees, the report discloses.

It added: "BDO is continuing to investigate the affairs of the
company with a view to realizing assets for the benefit of
creditors," the report relays.

PIAM's website features brochures for residential properties on
Windsor Avenue and Cocker Street.


SANDS HERITAGE: Remains Open Despite Going Into Administration
--------------------------------------------------------------
Insider Media Limited reports that administrators have been
called in at a Kent amusement park which dates back to the 1860s
but the attraction will remain open and continue to operate as
normal.

Benjamin Wiles and Paul Williams, managing directors of Duff &
Phelps, were appointed joint administrators of Sands Heritage
Ltd, trading as Dreamland, on May 29, 2016, according to Insider
Media Limited.

Dreamland in Margate is one of the UK's oldest amusement parks.
The site underwent restoration in 2014 to return the amusement
park to public use, the report notes.

The 16-acre park will "continue to operate as normal" while the
joint administrators work alongside the existing management team
to conduct an operational turnaround, the report relays.

The report discloses that the administrators said they will first
evaluate the prospects of the business before engaging with any
parties interested in its acquisition.

The report notes that Benjamin Wiles said: "Using our experience
in the successful management and turnaround of Fantasy Island in
Skegness, our aim is to bring to fruition the vision of the
business and ensure its financial stability going forward.

"With half term ahead it is very much business as usual, and with
a full program of high profile events throughout the year, new
rides and the opening of the Hall by The Sea in 2016, Dreamland
is now in position to have an outstanding year," he added.


STELJES LTD: BenQ Honors Warranties on Interactive Flat Panels
--------------------------------------------------------------
AV Magazine reports that the onsite warranties and technical
support on units sold to reseller partners before May 20, 2016
were sold and managed by Steljes Ltd.  BenQ is unable to comment
on the status of these warranties, however it can confirm that
the default warranty supplied by BenQ UK Ltd to Steljes Ltd was a
return to base warranty (RTB) and is now legally the remaining
warranty, according to AV Magazine.

However with BenQ's commitment to the UK education channel, the
decision has been made to takeover and honour these onsite
warranties sold by Steljes Ltd before administration, the report
notes.

For product imported into the UK by BenQ after the May 20, 2016,
BenQ will supply the warranty support directly, using its
existing customer service centre and its UK onsite service
partner for continued quality service, the report relays.

The report discloses that Royce Lye, UK general manager, said:
"The decision to do the right thing and support the schools who
have committed to the BenQ brand was something that we, as a
company, felt strongly about.  This unfortunate situation
highlights that when choosing a manufacturer and reviewing its
warranties, it's imperative that you pick a brand that will
continuously support you both today and tomorrow."

As Steljes Ltd was the exclusive partner for BenQ's interactive
flat panels, there will be further announcements regarding the
supply channel. "We enjoyed a successful 10 year partnership with
Steljes Ltd with strong IFP sales. The news of its administration
came as a surprise, but we will endeavour to work closely with
our loyal reseller partners and support them as much as
possible," says Lye, the report relays.


TATA STEEL UK: Completes Sale of Scunthorpe Steelworks
------------------------------------------------------
Simon Mundy and Michael Pooler at The Financial Times report that
Tata Steel has completed the sale of the Scunthorpe steelworks,
rescuing more than 4,000 jobs in the UK, but remains silent on
progress towards finding a buyer for the bulk of the UK
operation.

The European long products division -- based in Scunthorpe and
including mills throughout northern England and France -- was on
June 1 handed to Greybull Capital, an investment firm that
specializes in turning round struggling companies, the FT
relates.

The parties agreed on a symbolic GBP1 price tag for a business
with an estimated GBP1.6 billion in revenue, but which made a
loss of about GBP100 million last year, the FT discloses.

Greybull has revived the name British Steel for the company, in
homage to the former titan of UK industry that disappeared after
a merger with rival Hoogovens of the Netherlands in 1999 to
create Corus, the FT relays.

According to the FT, the new owner will provide half of a GBP400
million investment package with the rest from two banks, PNC and
Citi.  No government finance was required, despite earlier talk
of state support, the FT notes.

Some 4,400 British jobs will be saved by the deal, as well as 400
in France, the FT states.

Tata Steel is the UK's biggest steel company.


                            *********

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 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 2016.  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
202-362-8552.


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