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

                          E U R O P E

          Tuesday, August 13, 2019, Vol. 20, No. 161

                           Headlines



I R E L A N D

AURIUM CLO I: Moody's Assigns B2 Rating to EUR12MM Cl. F-R Notes
BLACK DIAMOND 2015-1: Moody's Affirms Class F Notes Rating at B1
PROVIDUS CLO III: Moody's Assigns B3 Rating to EUR10MM Cl. F Notes


R U S S I A

RUSSIAN REINSURANCE: A.M. Best Affirms B(Fair) FSR, Outlook Stable
TATARSTAN JSC: Bank of Russia Revokes Reinsurance Licenses


U N I T E D   K I N G D O M

COMBINE OPCO: Bought Out of Administration by Transform Hospital
DEBENHAMS PLC: Inks 10-Year Lease with British Land Company
FERGUSON MARINE: Enters Administration Following Gov't. Disputes
GOALS SOCCER: Former Bosses Under Fraud Investigation
MITCHELLS & BUTLERS: Fitch Affirms Class D1 Notes Rating at BB+

SCHUH: Taps KPMG to Assess Options After Tough Trading Period
THOMAS COOK: Seeks Additional GBP150 Million from Bondholders

                           - - - - -


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I R E L A N D
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AURIUM CLO I: Moody's Assigns B2 Rating to EUR12MM Cl. F-R Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Aurium CLO I Designated Activity Company:

EUR249,000,000 Class A-R Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR41,000,000 Class B-R Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR24,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR26,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR22,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba2 (sf)

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-R Notes,
Class B-R Notes, Class C-R Notes, Class D-R Notes due 2029,
previously issued on April 26, 2017 and the original Class E Notes
and Class F Notes. On the refinancing date, the Issuer will use the
proceeds from the issuance of the refinancing notes to redeem in
full the 2017 Refinancing Notes and the original Class E Notes and
Class F notes.

On the March 26, 2015, the Issuer also issued EUR 30.52 million of
subordinated notes, which will remain outstanding. In addition, the
Issuer will issue EUR 11.48 million of additional subordinated
notes on the refinancing date. The terms and conditions of the
subordinated notes will be amended in accordance with the
refinancing notes' conditions.

As part of this reset, the Issuer will increase the target par
amount by EUR 100 million to EUR 400 million, has set the
reinvestment period to 4.5 years and the weighted average life to
8.5 years. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

Aurium CLO I Designated Activity Company is a managed cash flow
CLO. At least 90% of the portfolio must consist of secured senior
loans or senior secured bonds and up to 10% of the portfolio may
consist of unsecured senior loans, second-lien loans, high yield
bonds and mezzanine loans. The underlying portfolio is already
fully ramped as of the refinancing date.

Spire Management Limited will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining four and
a half year reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 400,000,000

Diversity Score: 41*

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

* The covenanted diversity score is 42, however Moody's has
modelled the transaction with a diversity score of 41 as the
transaction documents allow for the diversity score calculation to
be rounded up to the nearest whole number. The convention for
diversity score calculations is to round down to the nearest whole
number.

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with a local currency
country risk ceiling of A1 or below. Given the portfolio
constraints and the current sovereign ratings in Europe, such
exposure may not exceed 10% of the total portfolio with exposures
to countries with local currency country risk ceiling of Baa1 to
Baa3 further limited to 5%. As a worst case scenario, a maximum 5%
of the pool would be domiciled in countries with A3 and a maximum
of 5% of the pool would be domiciled in countries with Baa3 local
currency country ceiling each. The remainder of the pool will be
domiciled in countries which currently have a local currency
country ceiling of Aaa or Aa1 to Aa3.

Given this portfolio composition, the model was run with different
target par amounts depending on the target rating of each class as
further described in the methodology. The portfolio haircuts are a
function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 0.75% for the Class
A-R Notes, 0.50% for the Class B-R Notes, 0.38% for the Class C-R
Notes and 0% for classes D-R, E-R and F-R.

BLACK DIAMOND 2015-1: Moody's Affirms Class F Notes Rating at B1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the following
notes issued by Black Diamond CLO 2015-1 Designated Activity
Company:

EUR24,300,000 Refinancing Class B-1 Senior Secured Floating Rate
Notes due 2029, Upgraded to Aa1 (sf); previously on Jan 30, 2018
Definitive Rating Assigned Aa2 (sf)

EUR30,000,000 Refinancing Class B-2 Senior Secured Fixed Rate Notes
due 2029, Upgraded to Aa1 (sf); previously on Jan 30, 2018
Definitive Rating Assigned Aa2 (sf)

EUR22,900,000 Refinancing Class C Senior Secured Deferrable
Floating Rate Notes due 2029, Upgraded to A1 (sf); previously on
Jan 30, 2018 Definitive Rating Assigned A2 (sf)

EUR24,800,000 Refinancing Class D Senior Secured Deferrable
Floating Rate Notes due 2029, Upgraded to Baa1 (sf); previously on
Jan 30, 2018 Definitive Rating Assigned Baa2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR176,300,000 Refinancing Class A-1 Senior Secured Floating Rate
Notes due 2029, Affirmed Aaa (sf); previously on Jan 30, 2018
Definitive Rating Assigned Aaa (sf)

USD67,200,000 Refinancing Class A-2 Senior Secured Floating Rate
Notes due 2029, Affirmed Aaa (sf); previously on Jan 30, 2018
Definitive Rating Assigned Aaa (sf)

EUR23,600,000 Refinancing Class E Senior Secured Deferrable
Floating Rate Notes due 2029, Affirmed Ba2 (sf); previously on Jan
30, 2018 Definitive Rating Assigned Ba2 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2029, Affirmed B1 (sf); previously on Jan 30, 2018 Upgraded to
B1 (sf)

Black Diamond CLO 2015-1 Designated Activity Company, issued in
September 2015 and refinanced in January 2018, is a multi-currency
collateralized loan obligation backed by a portfolio of high-yield
senior secured European and US loans. The portfolio is managed by
Black Diamond CLO 2015-1 Adviser, L.L.C. The transaction's
reinvestment period will end in October 2019.

RATINGS RATIONALE

The rating actions on the notes are primarily a result of the
benefit of the shorter period of time remaining before the end of
the reinvestment period in October 2019.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers as of June 2019.
In its base case, Moody's analysed the underlying collateral pool
as having a performing par of EUR 320.0m and USD 91.0m, a weighted
average default probability of 22.38% (consistent with a WARF of
2954 over a WAL of 4.98 years), a weighted average recovery rate
upon default of 46.03% for a Aaa liability target rating, a
diversity score of 61 and a weighted average spread of 3.82% .

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published on
March 8, 2019.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published on January 2019. Moody's concluded
the ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted either
positively or negatively by 1) the manager's investment strategy
and behavior and 2) divergence in the legal interpretation of CDO
documentation by different transactional parties because of
embedded ambiguities.

Additional uncertainty about performance is due to the following:

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

PROVIDUS CLO III: Moody's Assigns B3 Rating to EUR10MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it assigned the following
definitive ratings to notes issued by Providus CLO III Designated
Activity Company:

EUR232,500,000 Class A Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR17,250,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR16,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR26,750,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR24,600,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

EUR19,900,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba3 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 90% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 8-month ramp-up period in compliance with the portfolio
guidelines.

Permira Debt Managers Group Holdings Limited ("Permira") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
remaining transaction's four and a half-year reinvestment period.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 34,700,000.00 of Subordinated Notes which are
not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 375,000,000.00

Diversity Score: 44(*)

Weighted Average Rating Factor (WARF): 2865

Weighted Average Spread (WAS): 3.90%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 42.50%

Weighted Average Life (WAL): 8.5 years

(*) The covenanted base case Diversity Score is 45, however
Moody's has assumed a diversity score of 44 as the transaction
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round down
to the nearest whole number.

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints, exposures to countries with LCC of
A1 or below cannot exceed 10% and obligors cannot be domiciled in
countries with LCC below A3.



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R U S S I A
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RUSSIAN REINSURANCE: A.M. Best Affirms B(Fair) FSR, Outlook Stable
------------------------------------------------------------------
AM Best has affirmed the Financial Strength Rating of B (Fair) and
the Long-Term Issuer Credit Rating of "bb+" of Russian Reinsurance
Company JSC (Russian Re) (Russia). The outlook of these Credit
Ratings (ratings) remains stable.

The ratings reflect Russian Re's balance sheet strength, which AM
Best categorizes as strong, as well as its adequate operating
performance, limited business profile and marginal enterprise risk
management (ERM).

The company's balance sheet strength is underpinned by
risk-adjusted capitalization at the strongest level, as measured by
Best's Capital Adequacy Ratio (BCAR). An offsetting factor is the
relatively low liquidity of Russian Re's investment portfolio, with
a third of invested assets held in real estate. Additionally, the
company has a high dependence on a single reinsurer, with which it
has a long-standing relationship. The associated credit risk is
mitigated partially by the reinsurer's excellent financial
strength.

Russian Re's operating performance is adequate, with the company
reporting a five-year weighted average combined ratio of 99.7% and
return on equity of 9.9% (2014-2018). Performance has been volatile
over the past 10 years; however, results since 2016 have been good,
reflecting corrective measures taken by management. Investment
results have been positive in each of the past five years, albeit
subject to fluctuations, particularly due to foreign exchange
movements.

AM Best's assessment of Russian Re's business profile as limited
stems from its relatively small size, with gross written premiums
(GWP) of USD 16.7 million in 2018, and its limited geographical
diversification, with approximately 70% of GWP sourced from Russia.
The company maintains a 2.7% share in the local reinsurance market
and does not have an established profile in any of the
international markets in which it operates. The company's
medium-term plans include further growth in the Asia Pacific and
Latin America.

Russian Re's ERM framework is evolving with certain elements not
yet formalized. Risk management capabilities in some areas have not
moved in line with the company's risk profile, particularly in view
of expansion into foreign markets and developments in the
regulatory environment in Russia.

TATARSTAN JSC: Bank of Russia Revokes Reinsurance Licenses
----------------------------------------------------------
By virtue of Bank of Russia Order No. 0D-1090, dated May 14, 2019,
insurance and reinsurance licenses of Joint-stock Company National
Insurance Company TATARSTAN (JSC NASKO) were revoked effective May
15, 2019.

The inventory reconciliation conducted at JSC NASKO found that as
many as 48,316 pcs of accountable OSAGO forms were lost.

It is of note that in accordance with Clause 4, Article 32.8 of
Russian Federation Law No. 4015-1, dated November 27, 1992, "On the
Organisation of the Insurance Business in the Russian Federation",
insurance contracts, including those based on accountable OSAGO
forms as per the Register, concluded on behalf of JSC NASCO are
invalid from the date the insurance license revocation decision
took effect (May 15, 2019).




===========================
U N I T E D   K I N G D O M
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COMBINE OPCO: Bought Out of Administration by Transform Hospital
----------------------------------------------------------------
Michele Paduano at BBC News reports that two cosmetic surgery
companies have gone into administration amid "Brexit uncertainty",
with debts of GBP6.5 million between them.

Combine Opco and TFHC operated from more than 30 clinics and
hospitals across the UK, BBC discloses.

According to BBC, the business and assets have been acquired by a
single entity, The Transform Hospital Group, and the services carry
on.

It said staff and patients would be unaffected by "challenging"
conditions, BBC notes.

Describing the companies that previously ran the business as among
the UK's "leading providers" of cosmetic surgery, administrators
handling the move cited a lack of Brexit "clarity", BBC discloses.

According to BBC, they said the firms had found it hard to adapt to
consumers spending less on "discretionary items" considered "high
cost".

Administrators also said the companies had been facing a
"substantial risk" of unaffordable "penalties" linked to "HMRC's
decision to deem certain services" subject to VAT, despite the
firms receiving "professional advice" that such provision was
VAT-exempt, BBC notes.

Combine Opco ran 13 clinics and was registered in Surrey, while
TFHC ran 20 and was registered in Manchester, BBC states.

The two companies which previously ran the business, and The
Transform Hospital Group, are connected to the Aurelius group of
companies, BBC says.

The move to the single entity happened under what is known as a
pre-pack administration; an insolvency procedure in which a company
arranges to move its assets to another owner before administrators
are officially appointed, according to BBC.

The GBP6.5 million debt across the two older companies includes
GBP600,000 in unpaid tax, and, in the case of Combine Opco,
GBP125,000 owed to Bromsgrove District Council in business rates,
BBC states.


DEBENHAMS PLC: Inks 10-Year Lease with British Land Company
-----------------------------------------------------------
William Telford at PlymouthLive reports that the future of
Plymouth's Debenhams superstore is looking secure after the company
signed a 10-year lease with landlord The Britsh Land Company Plc.

According to PlymouthLive, the under-fire retailer, which has just
appointed turnaround expert Stefaan Vansteenkiste as chief
executive, has a new lease on the huge city centre building which
will not run out until 2029.

The deal with its landlord means Plymouth's store is very unlikely
to be one of 50 UK outlets the embattled chain said it will have to
close in 2020, PlymouthLive discloses.

Debenhams also said it will bring new brands into the Plymouth
store, including Kley and 1778, in their womenswear and menswear
departments respectively, this autumn, PlymouthLive notes.

Debenhams has been hit by the retail problems which have affected
many bricks-and-mortar companies, and it even went into
administration, briefly, in April 2019, PlymouthLive relays.

The reshuffle comes as Debenhams continues to face the threat of a
legal challenge funded by Sports Direct International‎ to a
financial restructuring approved earlier in 2019, PlymouthLive
states.

Debenhams was taken over by its creditors in April following a
battle with the Sports Direct magnate Mike Ashley, a key
shareholder, PlymouthLive recounts.

The company has also announced plans to close 50 of its 166 UK
stores, with the first 22 planned for 2020, leading to more than
4,000 jobs being lost, PlymouthLive discloses.


FERGUSON MARINE: Enters Administration Following Gov't. Disputes
----------------------------------------------------------------
Business Sale reports that the directors of Ferguson Marine
Engineers, the company behind the shipyard in Port Glasgow, have
put the business in administration following its involvement in two
long-standing disputes with the Scottish government.

Specifically, the disputes were in relation to the construction of
two ferries for CalMac, the government-owned ferry business, over
the use of hybrid power systems which use a combination of diesel
and liquefied natural gas, Business Sale discloses.

According to Business Sale, ministers have pledged to secure the
future of the yard, and have vowed to ensure that all vessels under
construction will be completed with all jobs also safeguarded going
forward.

Clyde Blowers Capital (CBC) is the yard's parent company, which
proposed to the Scottish government last month to take over a share
of the ownership, Business Sale states.  The plans, however, were
rejected, Business Sale notes.

"Our priority remains to ensure the completion of the vessels under
construction, secure jobs for the workforce and protect the future
of shipbuilding at the site," Business Sale quotes a spokesperson
for the Scottish government as saying.

"We've been working to secure a future for the shipyard for two
years, and it is disappointing that we have not been able to reach
a commercial solution with CBC that would have prevented
administrators becoming involved.

"[. . .] we are committed to maintaining the jobs on the site and
building a secure future for the yard and its workforce."


GOALS SOCCER: Former Bosses Under Fraud Investigation
-----------------------------------------------------
Hannah Burley at The Scotsman reports that Goals Soccer Centres,
the East Kilbride-based five-a-side football operator tackling a
major accounting blunder, has confirmed its former bosses are under
investigation over historic financial irregularities.

The embattled business is reeling from the discovery of "improper
behavior" by senior staff stretching back to "at least" 2010,
leaving it with an estimated GBP12 million bill to HM Revenue &
Customs, The Scotsman discloses.

In an update to the market, the company confirmed that the behavior
of ex-chief executive Keith Rogers and former chief financial
officer Bill Gow while at Goals is part of a company probe into
alleged fraud, The Scotsman relates.

The fall-out has already seen shares suspended and left the company
on the verge of being kicked off the stock exchange, The Scotsman
notes.

The statement from the company, which is listed on London's junior
Alternative Investment Market (Aim), came amid reports this weekend
that the Financial Conduct Authority (FCA) is also making inquiries
into accounting irregularities at the firm, The Scotsman states.

Forensic accountants at BDO have reportedly alleged that Mr. Gow
emailed Rogers asking him to "work your usual magic" to create fake
invoices, The Scotsman relays.

Allegations have also been made that Mr. Gow deleted old emails to
"purge" records and the pair were manipulating numbers to avoid VAT
payments and breaching banking rules with its lender Bank of
Scotland, according to The Scotsman.  The pair are said to have
strenuously denied the allegations, The Scotsman notes.

KPMG, the company's previous auditor, could face a legal challenge
from the board and shareholders for failing to spot the issues, The
Scotsman discloses.

In a blow to shareholders earlier this month, Goals, as cited by
The Scotsman, said it does not expect its Aim shares to resume
trading.  Directors do not believe the firm can file its 2018
accounts by the Sept. 30 deadline, which means it will be delisted
from the stock market and investors will be wiped out, The Scotsman
states.


MITCHELLS & BUTLERS: Fitch Affirms Class D1 Notes Rating at BB+
---------------------------------------------------------------
Fitch Ratings has affirmed Mitchells & Butlers (M&B) Finance's
notes and interest rate and cross currency swaps (FX swaps). The
Outlooks are Stable.

KEY RATING DRIVERS

The ratings reflect the group's exposure to discretionary spending
and prevailing cost pressures. The managed business model helps the
group adapt to the dynamic and increasingly competitive eating and
drinking out market in the UK. Fitch's projected free cash flow
(FCF) debt service coverage ratios (DSCR) are well aligned with
criteria and peers for the ratings.

The ratings of the class A notes and the swaps reflect the strong
FCF ratios with sufficient cushion to absorb material EBITDA
deterioration in a downside scenario. The ratings are constrained
at 'A+' by Fitch's overall 'Midrange' industry profile assessment
for the pub sector.

The rating of the class AB notes reflects the projected DSCR, which
positions the rating at the upper end of the 'A' category, but with
limited cushion. The ratings of the junior notes (class B, C and D)
reflect the projected DSCR metrics in line with the indicated
coverage thresholds at the last rating review.

Mature Sector Facing Headwinds - Industry Profile: Midrange
The pub sector in the UK has a long history, but trading
performance for some assets has shown significant weakness in the
past. The sector has been in a structural decline for the past
three decades due to demographic shifts, greater health awareness
and more competing offerings. Exposure to discretionary spending is
high and revenues are therefore inherently linked to the broader
economic cycle. Fitch views competition as high, including
off-trade alternatives, and barriers to entry are low, despite
increasingly demanding regulations. Fitch views the pub sector as
sustainable in the long term, despite the on-going contraction,
supported by the strong UK pub culture.

Sub-Key Rating Drivers: Operating Environment: Weaker; Barriers to
Entry: Midrange; Sustainability: Midrange.

Managed Estate, Continuous Investment - Company Profile: Stronger
M&B is a large operator of restaurants, pubs and bars in the UK,
including a range of strong brands aimed at both the more expensive
and value-end of the market. The company's trading history (10-year
revenue CAGR of 2.5%) has shown resilience to declining UK pub
industry fundamentals. However, growth has slowed in recent years.
After weak performance in 2016 with a like-for-like contraction in
sales (-0.8%), sales returned to growth with 1.8% in 2017 and 1.3%
in 2018. In 1H19 (weeks 1-33) like-for-like (LFL) sales showed
strong growth of around 3.8%. Continuing efforts to reposition
underperforming sites and focused capital investments should help
maintain market share. The fairly large pension deficit (GBP451
million as of the last valuation in 2016) is credit negative.

The securitised portfolio includes 1,355 outlets as of April 2019.
As the estate is fully managed, there is visibility of underlying
profitability. The pubs are well-maintained and feature a high
minimum maintenance covenant. Furthermore, M&B has historically
spent maintenance capex in excess of the required level.
Maintenance spend over FY18 was GBP137.5 million compared with a
minimum requirement of GBP94.4 million. Assets are almost all
freehold.

Sub-KRDs: Financial Performance: Midrange; Company Operations:
Stronger; Transparency: Stronger; Dependence on Operator: Midrange;
Asset Quality: Stronger

Fully Amortising, Moderate Leverage - Debt Structure: Class A,
Swaps - Stronger, Class AB, B, C and D - Midrange
The debt is fully amortising but there is some concurrent
amortisation with junior tranches. The notes are a combination of
fixed-rate and fully hedged floating-rate debt. A currency swap
removes FX risk on the US dollar-denominated class A3N notes.

The security package is strong, with comprehensive first-ranking
fixed and floating charges over borrower assets. Class A is the
senior ranking controlling creditor, with the junior notes ranking
lower, resulting in a 'Midrange' assessment. The securitised estate
also benefits from a liquidity facility covering 18 months debt
service, tranched at the class C and D levels. Other structural
features include debt service covenants and restricted payment
conditions, which are tested quarterly.

Fitch views the creditworthiness of the issuer's obligations under
the interest rate and cross currency swaps as consistent with the
long-term ratings of the most senior class of notes, as the swaps
are expected to default with the notes under certain scenarios.

Sub-KRDs: Debt Profile: 'Stronger' for the class A notes and swaps
and 'Midrange' for the class AB, B, C and D notes, Security
Package: 'Stronger' for the class A notes and swaps and 'Midrange'
for the class AB, B, C and D notes. Structural Features: 'Stronger'
for all notes and swaps.

Financial Profile

The updated Fitch rating case (FRC) projected metrics are largely
in line with last year, in terms of minimum of average and median
FCF DSCR for class A (2.9x), class AB (2.2x), class B (1.5x), class
C (1.4x) and class D (1.3x) with a slightly improved minimum DSCR
for class A (2.9x), class AB (2.1x), class B (1.5x), class C (1.3x)
and class D (1.3x).

PEER GROUP

M&B's class A and AB notes are rated at the pub sector rating cap
and higher than any other senior debt tranches in Fitch's pub
portfolio, due to the strong financial metrics. The junior notes
are well-aligned with its pub peers, Green King and Marston's.
M&B's junior notes' coverage levels and ratings equate to the
senior tranche of Marston, which benefits from a first-ranking
security over assets in contrast to their junior claim. Positively
M&B's EBITDA leverage metrics are lower than its peers with the
same ratings. A further strength is M&B's more reactive and
transparent business model as a result of being the only fully
managed estate among Fitch-rated peers.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Negative Rating Action:

  - Any decline in the FRC FCF DSCRs (1.45x, 1.35x and 1.25x for
class B, C and D, respectively) due to persistent underperformance
against expectations could lead to downgrades of the class B, C and
D notes.

  - The class A and AB notes could be downgraded if their FRC FCF
DSCRs were to deteriorate below 2.15x.

Developments That May, Individually or Collectively, Lead to
Positive Rating Action:

  - The class A and AB notes' ratings are constrained by the
industry cap applicable to WBS pub transactions.

  - For the class B, C and D notes, an improvement in Fitch's base
case FCF DSCRs to above 1.7x, 1.6x and 1.5x could lead to positive
rating action, when combined with further deleveraging expected
over the next few years.

CREDIT UPDATE

Performance Update

Total revenues grew by 1.3% in FY18 to GBP2,152 million due to the
improving sales performance in particular in the drink-led segment
(with food sales up by 0.3% and drink sales by 2.5% reflecting in
part the extended warm weather in the second half of the year).
Continuing cost challenges drove an increase in operating costs and
compressing the operating margin to 14.1% for FY18. This resulted
in trailing 12 month EBITDA to September 2018 of GBP422 million,
down from GBP429 million in 2017. Performance was better in 1H19
showing a 3.8% like-for-like sales growth.

Investment continued during the year with M&B spending around
GBP137.5 million on the securitised estate, well above the
covenanted capex requirement. This should support long-term growth
and help M&B maintain its market share.

Fitch Cases

The FRC incorporates a 4% cost stress on fixed costs until end-2021
reflective of cost headwinds to which the pub industry is currently
exposed as well as the limited growth potential due to changing
consumer habits and a competitive market. Fitch assumes an annual
growth rate of 1.8% until end-2021 reducing to 1.5% long term.
M&B's capex has historically exceeded covenanted levels and Fitch
projects capex above covenanted levels at 6.5% of sales.

Asset Description

M&B is a whole business securitisation of a portfolio of 1,355
managed pubs and pub restaurants in Britain owned and operated by
Mitchells & Butlers Plc (representing 80% of M&B plc's pubs).

The rating actions are as follows:

GBP200 million class A1N floating-rate notes (GBP126.6 million
outstanding as of April 2019) due 2030: affirmed at 'A+'; Outlook
Stable

GBP550 million class A2 fixed-rate notes (GBP230.3 million) due
2030: affirmed at 'A+'; Outlook Stable

USD418.8 million class A3N floating-rate notes (USD265.1 million)
due 2030: affirmed at 'A+'; Outlook Stable

GBP170 million class A4 floating-rate notes (GBP144.5 million) due
2030: affirmed at 'A+'; Outlook Stable

GBP325 million class AB floating-rate notes (GBP325m) due 2033:
affirmed at 'A+'; Outlook Stable

GBP350 million class B1 fixed-rate notes (GBP93 million) due 2025:
affirmed at 'BBB'; Outlook Stable

GBP350 million class B2 fixed-rate notes (GBP304.6 million) due
2030: affirmed at 'BBB'; Outlook Stable

GBP200 million class C1 fixed-rate notes (GBP200 million) due 2032:
affirmed at 'BBB-'; Outlook Stable

GBP50 million class C2 floating-rate notes (GBP50 million) due
2034: affirmed at 'BBB-'; Outlook Stable

GBP110 million class D1 floating-rate notes (GBP110 million) due
2036: affirmed at 'BB+'; Outlook Stable

Mitchells & Butlers Finance Plc interest rate swap affirmed at
'A+'; Outlook Stable

Mitchells & Butlers Finance Plc cross currency swap affirmed at
'A+'; Outlook Stable

The swap ratings address the issuer's ability to make payments
under the swap agreements as per the transaction documentation,
excluding swap termination payments due to default or
non-performance of the counterparty. The ratings also do not
address events related to a change in law or taxation.

SCHUH: Taps KPMG to Assess Options After Tough Trading Period
-------------------------------------------------------------
Oliver Rudgewick at Accountancy Today reports that big four firm
KPMG has been brought in by footwear retailer Schuh, to assess its
options after a "tough trading" period.

The retailer had asked landlords for a reduction in rentals, but is
not looking to launch a company voluntary arrangement (CVA),
Accountancy Today relays, citing the Sunday Times.

In the year to February 3, the company's annual pre-tax profits
fell 9.6% to GBP15 million, which it blamed a "lacklustre" festive
period on an "overtly promotional retail market", Accountancy Today
discloses.  Following this, Schuh closed all three of its stores in
Germany in June, to focus efforts on its UK trading, Accountancy
Today states.

According to Accountancy Today, a spokesperson for Schuh said:
"Given the challenging trading climate for all retailers, it is
prudent to review options for any eventualities in market.  We have
no immediate plans for store closures and continue to invest in
strategies to enhance customer experience including our new 2020
store design, customer recruitment and CRM."



THOMAS COOK: Seeks Additional GBP150 Million from Bondholders
-------------------------------------------------------------
Michael O'Dwyer at The Telegraph reports that Thomas Cook is in
discussions with its bondholders to inject GBP150 million into the
company on top of previously revealed plans for its banks and
largest shareholder, Fosun, to pump in GBP750 million as part of a
rescue plan.

According to The Telegraph, the company said the additional GBP150
million would give the ailing tour operator "further liquidity
headroom" to help it get through the winter months, traditionally a
tough season for the sector.  

The announcement brings to GBP900 million the amount that Thomas
Cook hopes to raise from Chinese firm Fosun, its banks and
bondholders, The Telegraph states.  It hopes to implement the
arrangement in early October, The Telegraph notes.

Thomas Cook Group plc is a British global travel company.




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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.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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