251017.mbx

251017.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, October 17, 2025, Vol. 26, No. 208 Headlines F R A N C E SECHE ENVIRONNEMENT: Fitch Rates EUR300MM Hybrid Notes 'B+' I T A L Y GRUPPO SAN DONATO: S&P Affirms 'B' LongTerm ICR, Outlook Stable P O L A N D ALIOR BANK: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive R U S S I A NAVOI MINING: Fitch Affirms 'BB' LongTerm Foreign Currency IDR S P A I N AES ESPANA: S&P Affirms 'B+' ICR & Alters Outlook to Positive CIRSA FINANCE: Moody's Rates New EUR1,000-Mil Secured Notes 'B1' S W E D E N POLESTAR AUTOMOTIVE: Q3 Retail Sales Up 13%, 9-Month Growth 36% U N I T E D K I N G D O M CPUK FINANCE: Fitch Assigns 'B(EXP)' Rating on Class B8 Notes EUROSAIL-UK 2007-2NP: S&P Affirms B-(sf) Rating on Cl. E1c Notes EVTEC SUPERLIGHT: Interpath Ltd. Named as Administrators FATHOM WATCHES: Begbies Traynor Named as Administrators MERIDIAN FUNDING 2025-1: Fitch Assigns BB-(EXP) Rating on X Notes MORTIMER 2025-1: Fitch Assigns 'BB+(EXP)sf' Rating on Class X Debt PEARCROFT DEVELOPMENTS: CG&Co Named as Administrators PFF PACKAGING: Interpath Advisory Named as Administrators POWER EPOS: Mercer & Hole Named as Administrators PPE MEDPRO: Clarke Bell Named as Administrators TRILEY MIDCO 2: Fitch Affirms 'B' LongTerm IDR, Outlook Negative UNIBLOCK LTD: Opus Restructuring Named as Administrators ZEUS BIDCO: Moody's Lowers CFR to Caa1, Outlook Remains Negative X X X X X X X X [] BOOK REVIEW: Taking Charge - - - - - =========== F R A N C E =========== SECHE ENVIRONNEMENT: Fitch Rates EUR300MM Hybrid Notes 'B+' ----------------------------------------------------------- Fitch Ratings has assigned Séché Environnement S.A.'s (BB/Stable) EUR300 million hybrid notes a final rating of 'B+', two notches below its senior unsecured rating. This follows the receipt of final bond documentation conforming to the information reviewed earlier. The notes qualify for 50% equity credit, as they are structured as a deeply subordinated instrument, ranking only above Séché's share capital, while coupon payments are deferrable at the issuer's discretion. Proceeds from the new issue are earmarked for the company's balance sheet and to restore leverage following the large acquisition of ECO in 2024 and the expected takeover of Groupe Flamme this year. Séché's IDR reflects its strong position in hazardous waste treatment in France, a long record of organic and acquisitive growth and its financial policy of maintaining net debt/EBITDA (as reported by the company) at below 3.0x, and its small size, exposure to industrial clients and the non-contracted nature of its business. Key Rating Drivers DEEPLY SUBORDINATED NOTES Ratings Reflect Deep Subordination: The hybrid notes are rated two notches below Séché's senior unsecured rating of 'BB', given their deep subordination and consequently lower recovery prospects relative to senior obligations in a liquidation or bankruptcy. The notes rank senior only to the claims of equity shareholders. Fitch believes that, following the refinancing of the ECO acquisition in 2024 and the Groupe Flamme deal earlier this year, Séché intends to maintain hybrids in its capital structure; accordingly, Fitch has applied a 50% equity credit to the new issue. Equity Treatment: The securities qualify for 50% equity credit as they meet Fitch's "Corporate Hybrids Treatment and Notching Criteria" with regard to: (i) deep subordination; (ii) an effective remaining maturity of at least five years; (iii) full discretion to defer coupons for at least five years; and (iv) limited events of default. These equity‑like characteristics afford Séché additional financial flexibility. Effective Maturity Date: Fitch deems its second coupon step‑up date (April 2046) as the effective maturity date, even though the hybrid is structured as a perpetual. This is because, on that date, the cumulative coupon step-up would exceed 100bp, the threshold defined by its criteria. According to its criteria, the 50% equity credit would convert to 0% five years before the effective maturity date. Cumulative Coupon Limits Equity Treatment: Coupon deferrals under the hybrid are cumulative, resulting in a treatment where 50% of the instrument is recognised as equity and the remaining 50% as debt. However, Fitch regards coupon payments as 100% interest. Consequently, Séché will be obliged to settle deferred interest on a mandatory basis under certain circumstances — for example, on declaration of a cash dividend. SÉCHÉ Reduced Earnings Guidance: Séché solid 1H25 results based on a robust performance in its services and hazardous waste subsectors. However, it expects the contribution of one‑off 'spot' projects to normalise in 2H25 and is now targeting a company-defined EBITDA at EUR250 million-260 million in 2025 and EUR275 million-285 million in 2026, which is EUR15 million below the previously stated guidance. This is due to a steep decline in energy prices in France, the normalisation of one‑off services and a client‑related delay in the ECO carbon‑soot incinerator's ramp‑up. Management expects ECO to reach its optimal utilisation from 2026 and a further delay is not anticipated, but Fitch expects certain risks related to customer readiness and broader market dynamics will persist. Effect of Flamme Transaction: The rating effect of the Séché‑Flamme deal hinges on the chosen final funding structure. Despite the hybrid issue, Fitch continues to see limited leverage headroom, despite the hybrid issue, to accommodate a fully debt-funded acquisition. However, Fitch assumes that management will implement further credit-protective actions to adhere to the medium-term net debt/EBITDA target of below 3.0x, consistent with the rating. Possible minority investor participation in the Flamme acquisition through a capital contribution may represent an equity injection or a debt-like obligation. Medium-Sized Operator, Strong Capabilities: Séché's smaller size than other Fitch-rated European waste operators' is offset by its strong position as a hazardous waste specialist, allowing it to compete in its home market with the two leaders in the environmental industry. It owns an extensive hazardous waste management infrastructure with long-term permits and in locations that offer cross-border opportunities with neighbouring countries. Peer Analysis See "Fitch Affirms Séché at 'BB'; Outlook Stable", dated 18 December 2024. Key Assumptions See "Fitch Affirms Séché at 'BB'; Outlook Stable", dated 18 December 2024. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage remaining above 4.2x on a sustained basis - EBITDA interest coverage below 4.0x - Consistently negative free cash flow - Increased earnings volatility within Séché's business portfolio, to the extent the changes are not adequately offset by lower financial risk - Aggressive M&A not sufficiently offset by managerial remedy actions Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch could upgrade the rating if EBITDA net leverage remains below 3.5x on a sustained basis, EBITDA interest coverage remains sustainably above 5.0x, and Fitch-defined EBITDA margin is consistently at about 16%-17%. Liquidity and Debt Structure As of June 2025, Séché's liquidity included EUR334 million of available cash and EUR200 million available from a revolving credit facility that matures in 2027 (with two one-year extension options). Liquidity has been supported by the company's EUR470 million green bond issue (including a EUR70 million tap in July 2025) in March 2025, which is intended to repay ECO's acquisition bridge funding and the outstanding revolving credit facility amount. Séché has a comfortable liquidity buffer to cover imminent maturities and Groupe Flamme acquisition cash installment, following the hybrid issue. Date of Relevant Committee 01-Oct-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Seche Environnement S.A. Subordinated LT B+ New Rating B+(EXP) ========= I T A L Y ========= GRUPPO SAN DONATO: S&P Affirms 'B' LongTerm ICR, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Italian private hospital operator Gruppo San Donato (GSD), and its 'B' issue rating to the proposed EUR600 million senior secured notes due 2031 with a recovery rating of '3' (50% recovery prospects in the event of default). S&P said, "The stable outlook reflects our view that an increasing revenue stream from the private-pay segment in Italy, continual cost discipline, and successful generation of synergies between Scanmed and American Heart of Poland will lift the S&P Global Ratings-adjusted EBITDA margin to 14.5%-15.0% and translate into positive FOCF (after leases) in 2026. We expect this will improve leverage toward 5.5x." GSD plans to issue EUR600 million new senior secured fixed-rate notes and a EUR570 million term loan (of which EUR250 million will be undrawn at close), maturing in 2031. The company intends to use the proceeds to refinance existing debt, finance the potential exercise of the America Heart of Poland (AHP) put option, distribute a one-off payment to its parent Papiniano SpA, and cover transaction costs. The group's capital structure also comprises a new EUR150 million revolving credit facility (RCF), also maturing in 2031, which S&P expects to remain undrawn. Following a series of deals in Poland with the acquisition of AHP in 2023 and Scanmed Group in 2024, GSD has become the fifth-largest player in Europe while retaining its leadership in Italy. S&P said, "We forecast total sales will be about EUR2,650 million in 2025. We believe AHP's minority shareholders might exercise the existing put option in 2026." S&P said, "We anticipate GSD's EBITDA margin on an S&P Global Ratings-adjusted basis will expand by about 150 basis points (bps) to 14.5%-15.0% in 2026, supported by continual cost discipline and synergies from the integration of Scanmed. Despite our estimate that capital expenditure (capex) will remain elevated at 5.0%-6.0% over 2025-2026, the increase in profitability should support the group's free operating cash flow (FOCF), which we expect to turn positive in 2026. We project S&P Global Ratings-adjusted debt to EBITDA to decrease to about 5.5x by the end of 2026 from about 6.0x expected for 2025. "We expect GSD's S&P Global Ratings-adjusted leverage will be about 5.5x in 2026, down from about 6x anticipated for 2025. GSD is issuing new EUR600 million fixed-rate senior secured notes and new EUR570 million term loans (of which EUR250 million will be potentially drawn in 2026), all maturing 2031. Proceeds of the new instruments will be used for: the repayment of the EUR600 million existing term loans; a one-off EUR305 million distribution to GSD's parent company, Papiniano SpA, intended to repay EUR237 million of the parent's debt; and to cover about EUR15 million transaction costs. The EUR250 million delayed drawn facility might be used to fund the put option granted to AHP minority shareholders, which will become exercisable between February 2026 and February 2027. We understand that the facility will be cancelled if the put option is not exercised. The final capital structure also includes a EUR150 million RCF, which we expect to remain undrawn. "We estimate S&P Global Ratings-adjusted net debt will amount to about EUR2,100 million following the proposed transaction. This includes the existing non-refinanced debt, the proposed new instruments, about EUR50 million-EUR100 million in lease liabilities, EUR15 million-EUR20 million in recourse factoring, EUR75 million-EUR80 million related to Italian employees' severance indemnity (TFR), and the value of AHP's put option. The deleveraging path is moderately constrained by a highly levered capital structure at transaction close. We project S&P Global Ratings-adjusted debt to EBITDA will be about 6x in 2025, before decreasing to about 5.5x in 2026. "We believe expansion in the Italian private-pay segment, cost discipline, and synergies from the integration of Scanmed will support GSD's profitable growth and deleveraging over 2025-2026. "We anticipate the group's revenue will increase by about 12.5% to EUR2,650 million in 2025, also supported by the annualization of the Scanmed acquisition, which the group completed in December 2024. We forecast revenue to increase moderately by about 1% in 2026. We expect the revenue stream from the Italian public health service to remain flat versus 2025 and assume private pay will remain the company's growth engine in Italy. In 2026, we expect a normalization of growth in the company's Polish operations." In 2025, GSD started some initiatives to streamline its cost base, for example by rationalizing marketing expenditure and third-party consultancies. Coupled with the generation of synergies from the integration of Scanmed, this should support about a 150 bps S&P Global Ratings margin expansion to 14.5%-15.0% in 2026, translating into EUR350 million-EUR400 million EBITDA. S&P said, "The company's Polish operations are margin accretive, although we are monitoring the development of restructuring and exceptional charges, which we treat as operating expenses. Our base case includes EUR3 million-EUR5 million annual outflows in 2025 and 2026 related to the integration of Scanmed into AHP." S&P said, "We expect GSD's FOCF generation, adjusted for leases, will turn positive in 2026. Under our base case, GSD will generate positive S&P Global Ratings-adjusted FOCF (after leases) of EUR15 million-EUR20 million in 2026, compared with negative FOCF anticipated for 2025. We note the group is currently in an investment phase, as it is working on capacity expansion in Italy. We understand the group is considering adding new 270 private-pay beds by 2028 in key locations in Lombardy. Despite our estimate that capex will remain elevated at EUR150 million-EUR155 million in 2025, with a moderate decline to EUR135 million-EUR145 million in 2026, we expect the expansion in profitability will support FOCF generation. "We assume the group's fixed-charge coverage will remain above 2.5x over 2026-2027, supported by EBITDA growth and our assumption of no sale and leaseback transactions. GSD operates under a predominantly freehold model. With a real estate portfolio valued at EUR2 billion, GSD owns all of its Italian assets and 30% of the operating real estate in Poland. It therefore compares favorably with companies that lease most of their facilities, including larger private hospital operators in France, such as Ramsay Generale de Sante (BB-/Stable/--), Elsan SAS (B+/Stable/--), and rehabilitation provider Median B.V. (B-/Stable/--). We understand GSD intends to keep most assets freehold and do not anticipate the group will undertake any sale and leaseback transactions, which supports the 'B' rating." In Italy, GSD benefits from the increasing significance of private operators and further penetration of private medical insurance (PMI). Private hospitals play a key role in the Italian healthcare system. As of 2023, private operators managed about 26% of Italy's total hospital beds, with the Lombardy region, where GSD primarily operates, having one of the highest penetration rates of private hospitals, at approximately 34%. In Italy, the structural mismatch between healthcare supply and demand limit the public sector's ability to fully meet the population's needs. The healthcare system therefore increasingly relies on private hospitals operators. In addition, patients are increasingly opting for private care in response to the long waiting times associated with public healthcare. S&P said, "In this context, we regard GSD as well positioned to capture increasing treatment volumes over our forecast horizon. We note the group has a network of 15 hospitals and three research hospitals (IRCCS). Research hospitals allow GSD to attract and retain medical staff and support the group's reputation for cutting-edge innovation and clinical excellence, which we view positively." In addition, S&P regards the increasing penetration in Italy of PMI as a key supporting trend for GSD, allowing the group to receive higher compensation and expand its profitability. PMI still represents only approximately 12% of private healthcare spending as of 2023, which compares to an average of 24% for the five largest EU economies in the same year. However, according to management estimates, PMI utilization should grow by a compound annual growth rate of 10% during 2022-2030. This is supported by employers increasingly funding employee health insurance. Over 2023-2024, the group expanded in Poland, which has an ageing population and increasing public healthcare funding. In 2023, GSD acquired 70% of AHP, the largest provider of cardiovascular medicine in the country, and strengthened its position in December 2024 through the acquisition of Scanmed, one of the largest private hospitals operators in Poland with a strong presence in orthopedics, neurology, and oncology care. With a network comprising 95 sites, the group treats about 0.9 million patients per year across 13 out of the 16 regions in Poland. The Polish healthcare market has potential for solid growth, driven by structural trends such as an ageing population and an increasing incidence of age-related diseases. According to management's estimates, between 2010 and 2025 life expectancy in Poland had the fifth-highest gain in Europe, increasing by about 3.3 years. In addition, we note an increasing emphasis on healthcare and preventive measures as the Polish population becomes wealthier. Management estimates that the Polish cardiovascular segment will grow at an anticipated CAGR of 11% over 2023-2027, driven by lifestyle changes as well as growing patient preference for non-invasive outpatient treatment. In S&P's view, the combination of these factors will support the growth of GSD's case volumes. In addition, since the outbreak of COVID-19, public healthcare tariffs have gradually increased in Poland. Our base case factors in prolonged tariff inflation and increasing public funding for healthcare. GSD is among the top five private hospital operators in Europe, with revenue concentration in Italy signaling single-payer risk. With approximately 8,100 beds, GSD is the fifth-largest private hospital group in Europe. S&P said, "However, it lacks the scale of Germany-based Helios Fresenius and France-based Ramsay Generale de Sante, which, we estimate, have 5x and 3x, respectively, the number of beds that GSD has. GSD has a leading position in Italy, where it ranks as the largest operator, well ahead of the second-largest player, Humanitas with about 2,100 beds. Despite its recent entry into the Polish market in 2023, the group is concentrated in Italy, where it still generates about 80% of its 2025 revenue. GSD primarily operates in Lombardy and Emilia Romagna, which compares negatively with French peer Elsan, which covers the whole of France. We understand the strategic decision of operating in Lombardy and Emilia Romagna is linked to these being among Italy's wealthiest regions, with high levels of private healthcare spending." With 45% of 2025 revenue expected to come from Italian public health service, GSD remains exposed to single-payer risk, though to a lesser extent than smaller peers like German Schoen Klinik or French Almaviva. Single-payer concentration is, in our view, mitigated by the stability of the Italian healthcare regulatory framework. There have been no major changes in the system since the 1990s, when GSD entered the market, and there is a clear allocation of responsibilities between the Italian ministry of health, regional authorities, and healthcare operators. In addition, the pre-defined tariff system for private operators ensures a high degree of financial predictability, with approximately 90% of reimbursements invoiced monthly based on the volumes of the previous year. Significant regulation creates barriers to entry, protecting GSD's position in Italy and Poland. Hospitals in Italy need to be accredited by regional authorities to receive compensation from the public health service. This implies healthcare operators need to meet strict standards to ensure clinical appropriateness, safety, and a high quality of care. S&P said, "In our view, significant investments are needed for potential new operators to have the necessary infrastructure. In addition, once accredited, regional authorities assign quotas to accredited providers, renewed every 1-3 years, and allocate budgets. While existing quotas can be adapted to meet evolving demands, new quota allocations are rare due to tight healthcare budget constraints. We therefore regard GSD's position in Italy as protected from the threat of new entrants." In the Polish healthcare market, there is no discrimination between public and private providers of healthcare services; both compete for the allocation of public contracts, based on track record, quality of service, and capacity. In Poland, the access of new private operators to the National Healthcare Network is currently frozen and there are limited open tenders, particularly in the cardiovascular segment, for the allocation of contracts with the public health service, and existing contracts are rarely revoked. The fastest way for new players to enter the market would be through the subcontracting of public health service contracts, which is outsourced to private operators. However, for successful accreditation, private operators need to meet strict requirements. S&P said, "We anticipate that the group will focus on organic growth and the generation of synergies between AHP and Scanmed. Despite the absence of a clear leverage target, we understand the group's financial strategy centers around the reduction of leverage resulting from improvements in EBITDA and cash flow. We understand that the group sees organic growth potential within its existing scope of operations. Given its ownership of assets, we think the group might opportunistically expand capacity by adding new beds where feasible. We therefore do not anticipate management will aggressively overleverage the group to fund acquisitions. Instead, we think management will focus on bolt-on deals, acquiring new hospitals and expanding the group's geographic presence and coverage mainly in Italy." It is positive that the shareholder structure has a long investment horizon, given GSD's parent, Papiniano SpA, is owned by GSD's founding family. S&P said, "With the exception of the EUR305 million one-off distribution linked to the repayment of EUR237 million of debt outstanding at Papiniano SpA, we have not included further shareholder remuneration in our base case. We believe the owners will prioritize GSD's liquidity and sound financial profile." S&P said, "The stable outlook reflects our view that an increasing revenue stream from private-pay in Italy, continual cost discipline, and successful synergies between Scanmed and AHP will lift the S&P Global Ratings-adjusted EBITDA margin to 14.5%-15.0% and translate into positive FOCF (after leases) in 2026. We expect this will improve leverage to 5.5x by year-end 2026. "We could lower the rating if S&P Global Ratings-adjusted debt to EBITDA deteriorated to more than 7.0x with no prospects of deleveraging in the short term. This could stem from higher-than-anticipated integration costs for Scanmed or difficulties in managing the cost base, with FOCF generation remaining negative on the back of higher-than-forecast capex. Downward rating pressure could also arise if we saw higher-than-expected discretionary spending through large debt-funded mergers and acquisitions (M&A) or shareholder distributions. "We could consider a positive rating action if the group exceeded our base-case assumptions by generating higher profitability and if GSD sustained positive and recurring FOCF generation, resulting in S&P Global Ratings-adjusted leverage comfortably below 5.0x, coupled with a clear financial policy commitment to sustainably maintain leverage at this level. We would also expect prudent discretionary spending on M&A and with regard to shareholder distributions." =========== P O L A N D =========== ALIOR BANK: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive ------------------------------------------------------------------ Fitch Ratings has revised Alior Bank S.A.'s Outlook to Positive from Stable, while affirming its Long-Term Issuer Default Rating (IDR) at 'BB+', and Viability Rating (VR) at 'bb+'. Fitch has also revised the Outlook on the bank's National Long-Term Rating to Positive from Stable and affirmed the rating at 'A-(pol)'. The Positive Outlook on the Long-Term IDR reflects continuing progress in rebalancing Alior's business mix and addressing legacy issues, leading to an improved risk profile. This is reflected in a lower impaired loans ratio closer to the domestic industry average and profitability metrics that compare favourably with peers'. The Positive Outlook on the National Long-Term Rating reflects that on the Long-Term IDR. Key Rating Drivers Moderate Franchise, Higher Risk Appetite: Alior's ratings reflect its moderate franchise and a business model with moderately higher appetite for higher-risk business segments (consumer lending and SMEs) and lower earnings diversification than higher-rated peers'. This makes it more vulnerable to adverse changes in business and economic conditions and interest rates. The ratings also consider Alior's adequate capital buffers and improved ability to generate capital internally, above-average, albeit reducing, level of impaired loans, and a generally stable funding and liquidity profile. Alior's National Ratings reflect the bank's creditworthiness relative to Polish peers'. Moderate Domestic Franchise: Alior is a second-tier bank in Poland, focused on the retail mass market and SME segments. Its strategic focus is on strengthening relationship banking to improve stability and diversification of revenue streams. Its pricing power and customer relationships are still weaker than larger well-established domestic banks', but its deposit franchise is reasonably strong. The bank's declining, but still substantial, exposure to higher-risk asset classes and only moderate revenue diversification weigh on its assessment of its business profile. Risk Profile Reflects Business Mix: Active reduction of legacy impaired loans, a greater focus on secured lending and tighter underwriting discipline in consumer and non-retail segments have led to continued improvement in the bank's asset quality and reduced risk concentrations. Nonetheless, its business model, including an above average appetite for unsecured consumer lending and inherently higher-risk second-tier SMEs exposes it to larger loan losses, as reflected by higher-than-sector average underlying loan impairment charges (LICs). Above-Average Impaired Loans: Alior's impaired loans ratio has further improved over the past 12 months but remains higher than the industry average and most Fitch-rated Polish banks'. Fitch expects that its impaired loans ratio will reduce further in the medium term. This is based on management's public firm commitment, continued progress with the clean-up of legacy bad debts, tighter underwriting standards and a gradually changing loan mix. Weakening but Solid Profitability: Above-average margins, reasonable cost efficiency and stabilising LICs should support the bank's improved structural profitability in the medium term. Fitch expects the bank's operating profit/risk-weighted assets (RWAs) to weaken from record highs in 2024 on falling interest rates and higher RWAs. However, it should remain well above historical performance and stabilise at about 4% over the next two years. Adequate Capitalisation, Reduced Vulnerability: Solid internal capital generation and progress with loan book clean-up, resulting in a materially reduced burden from unreserved impaired loans, have strengthened Alior's capitalisation. Regulatory capital is fully represented by common equity Tier 1 (CET1) and buffers over regulatory requirements are adequate. Fitch forecasts a broadly stable CET1 ratio at about 17% by end-2027, despite expected continued dividend distributions. Stable Funding and Liquidity: Alior's funding and liquidity benefit strongly from its stable and granular customer deposit-based funding. This is further supported by funding cost being close to the industry average and a substantial portion of insured deposits being sourced from private individuals. Fitch expects the gross loans/deposits ratio to remain about 85% in the medium term. The bank's liquidity is well managed and supported by an adequate stock of high-quality liquid assets relative to deposits and total assets. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The Outlook on Alior's ratings would be revised to Stable if the improvement in asset quality trends reversed or there was evidence of relaxed risk appetite, for example through excessive growth in higher-risk customer or product segments. The ratings could be downgraded if Alior's CET1 ratio fell below 15% on a sustained basis due to excessive loan growth or profit distributions that materially exceeded Fitch's projections. The ratings could also be downgraded on a substantial and prolonged deterioration of asset quality that would put significant pressure on the bank's profitability and capitalisation without clear prospects for recovery. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrade of Alior's ratings would require tangible improvements in the bank's business profile, driven by changes in its loan mix towards lower-risk assets classes and customer types. It would also require a record of operating within contained risk appetite and further progress in addressing asset quality issues in the legacy loan book. These would be manifested in an impaired loans ratio consistently below 5% and LICs being closer to industry averages. An upgrade would also require a longer record of less volatile profitability, with operating profit sustainably above 3% of RWAs, while its CET1 ratio remained around current levels. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The 'B' Short-Term IDR is the only option corresponding to the 'BB+' Long-Term IDR. The 'A-(pol)' and 'F1(pol)' National Ratings reflect Alior's creditworthiness relative to Polish peers'. Its Short-Term National Rating of 'F1(pol)' is the higher of two options mapping to a 'A-(pol)' Long-Term Rating, reflecting Alior's 'bbb-' funding and liquidity score relative to Polish peers'. The Government Support Rating of 'No Support' for Alior expresses Fitch's opinion that potential sovereign support for the bank cannot be relied on. This is underpinned by the Polish resolution legal framework, which requires senior creditors to participate in losses, if necessary, instead of a bank receiving sovereign support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The National Ratings are sensitive to changes to the bank's Long-Term IDR and its credit profile relative to Polish peers'. Alior's Short-Term IDR would be upgraded on a similar action on the Long-Term IDR. A downgrade would require a multi-notch downgrade of Alior's Long-Term IDR, which is unlikely. Domestic resolution legislation limits the potential for positive rating action on the bank's Government Support Rating. Fitch could assign Alior a Shareholder Support Rating if there were at least a limited probability of support from Powszechny Zaklad Ubezpieczen S.A., which effectively controls the bank. VR ADJUSTMENTS The business profile score of 'bb+' is below the 'bbb' implied category score, due to the following adjustment reason: business model (negative). ESG Considerations Fitch has revised Alior' ESG relevance score for Management Strategy to '3' from '4', reflecting its view that declining government intervention risk, alongside improved profit generation prospects, will allow banks to define and execute on their strategies. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Alior Bank S.A. LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B Natl LT A-(pol) Affirmed A-(pol) Natl ST F1(pol) Affirmed F1(pol) Viability bb+ Affirmed bb+ Government Support ns Affirmed ns =========== R U S S I A =========== NAVOI MINING: Fitch Affirms 'BB' LongTerm Foreign Currency IDR -------------------------------------------------------------- Fitch Ratings has affirmed JSC Navoi Mining and Metallurgical Company's (NMMC) Long-Term Foreign-Currency Issuer Default Rating (IDR) and senior unsecured rating at 'BB'. The Outlook on the IDR is Stable. The Recovery Rating is 'RR4'. The company's rating incorporates its large scale as the fourth-largest gold producer globally with production of over 3 million ounces (moz) and is one of the lowest cost producers with long mine life, high profit margins and low leverage. This is offset by concentrated operations in a weak operating environment and fairly weak liquidity. NMMC's Standalone Credit Profile (SCP) is 'bb+', but its IDR is constrained by Uzbekistan (BB/Stable), its sole parent, in accordance with Fitch's Government-Related Entities (GRE) Rating Criteria. Key Rating Drivers Sovereign Constrains Rating: NMMC's rating is constrained by that of Uzbekistan, given its close links with the sovereign, in accordance with Fitch's GRE Rating Criteria and Parent and Subsidiary Linkage (PSL) Rating Criteria. This reflects the influence the state exerts on the company through strategic direction and control over the company's cash flows through taxation and extraction of dividends. The company's GRE support score is 30 out of a maximum 60. Fourth Largest Gold Miner: NMMC is among the top five global gold producers, with 3.1 moz output in 2024. The company has 12 major mining sites, seven plants and two heap leach workshops, all located in Uzbekistan. Muruntau mine, its largest cluster, generates about 70% of production and has a similar share of resources. NMMC sells over 90% of the gold it produces to the Central Bank of Uzbekistan at the London Bullion Market price and the rest to local jewellers. NMMC introduced a new, USD3 billion investment programme in 2025, aimed at raising production 30% by 2030. Strong Financial Profile: The company has historically operated with low leverage, and Fitch expects it to maintain net and gross debt to EBITDA at below 1x. This is also a target for management, with short-term deviations allowed in case of a gold price drop. NMMC is developing a formal financial policy. As per the law the company must distribute 50%-100% of net income and has historically paid out at about 100%. When deciding on the dividend amount, the government takes into consideration the company's leverage target, cash flow, investment programme and liquidity. Hence, Fitch expects that government will steer its financial profile, according to the targets. Cost Leadership and High Reserves: NMMC is positioned in the first quartile of CRU's all-in sustaining costs (AISC) curve for gold due to low cost of operation, a high share of local currency-denominated costs and economies of scale, particularly for Muruntau, which is the largest gold mine in the world. AISC in 2024 were at USD979/oz, one of the lowest among gold producers, although costs, net of royalties, are rising due to a rise in price of consumables, like sodium cyanide and chemical reagents, indexation of electricity tariffs and labour costs. The reserve life of Muruntau cluster is robust at 25 years. JORC reserve estimates of other mines is expected to be completed by early 2026. Responsibility to Support: decision making and oversight under the GRE Rating Criteria is 'Strong', given state ownership through the Ministry of Economy and Finance. The government is contemplating the sale of a minority share in an IPO, but Fitch believes the government will keep strong links with NMMC. The state has tight control over the company, monitoring its budget, investment programme and key performance indicators. Precedents of support are 'Strong', as 19% of debt at end-2024 came from government entities, although the share of those entities in the loan portfolio dropped to 7% as of June 2025. NMMC has not received equity injections over the past 10 years. Incentive to Support: Fitch assesses NMMC's preservation of government policy role as 'Strong' as it is responsible for more than 80% of gold produced in the country. The company is the largest taxpayer and a major employer in Uzbekistan. As at June 2025, over 85% of its debt comprised facilities from international lenders and Eurobonds. NMMC can be considered a reference entity for the state, given its size and international debt amount. A default by the company could affect the ability of the sovereign and other GREs to borrow on international markets and Fitch, therefore, assesses contagion risk as 'Strong'. Corporate Governance: Similar to other state-controlled companies in Uzbekistan, NMMC is improving its corporate governance. It publishes IFRS financials, from 2020, provides half-year financials and has improved the timeliness of reporting. The supervisory board includes state representatives, with two independent members appointed in 2024. Its management has a positive record of completing expansion programmes ahead of time and without big cost overruns. Peer Analysis NMMC trails the third-largest gold producer, Agnico Eagle Mines Limited (BBB+/Stable), which had 3.5 moz production in 2024. Its output is higher than that of AngloGold Ashanti plc (AGA, BBB-/Stable), with 2.1 moz production, excluding JVs, and Endeavour Mining plc (BB/Stable) with 1.1 moz output. NMMC's AISC, at USD979/oz in 2024, compares favourably with Endeavour's USD1,218/oz, Agnico's USD1,239 per gold equivalent ounce, Kinross's USD1,388/oz and AGA's USD1,611/oz. NMMC's operations are concentrated in one country, Uzbekistan, which has a weaker operating environment which is the major constraint on the rating. Investment-grade peers have less risky country exposure: Agnico operates in Canada and Australia; Kinross has 35% production in the US, 40% in South America and 25% in West Africa. AGA operates in high-risk jurisdictions in Africa (60% production) and the rest is split between South America and Australia. NMMC has the longest mine life of over 20 years, compared with between eight and 13 years for its peers. The company has the highest profit margins in its peer group, with mid-cycle EBITDA margins of over 50% on average. Its leverage profile compares well with investment-grade peers', with EBITDA net leverage below 1x on a though the cycle basis. However, its liquidity trails higher-rated peers'. NMMC's closest peer in Uzbekistan is JSC Almalyk Mining and Metallurgical Complex (BB/Stable), a copper and gold producer that is smaller in scale with production at only one mine, its second mine is expected to be commissioned by end-2025. Large project capex puts pressure on its free cash flow (FCF), and its leverage is higher than NMMC's. Key Assumptions - Gold price of USD3,000/oz in 2025, USD2,700/oz in 2026 and USD2,000/oz in 2027 and USD1,800/in 2028 - Low single-digit increases in production volumes to 2028 - EBITDA margins averaging 46% in 2025-2028 - Capex of USD600 million a year on average between 2025 and 2028 - Dividends making up 70%-90% of net profit distributed in 2025-2028 - Social contributions on average of about USD100 million a year in 2025-2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Negative sovereign rating action - EBITDA gross leverage above 2.0x on a sustained basis could be negative for the SCP, but not necessarily the IDR - Sustained negative FCF due to dividends or large capex or M&A activity could be negative for the SCP, but not necessarily the IDR. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action on the sovereign For Rating Sensitivities for Uzbekistan, see Rating Action Commentary 'Fitch Upgrades Uzbekistan to 'BB'; Outlook Stable', dated 26 June 2025 Liquidity and Debt Structure As of June 2025, NMMC had an unrestricted cash balance of USD40 million in addition to USD1.1 billion held in the Treasury of Uzbekistan (which Fitch treats as restricted) against short-term debt of USD738 million. Fitch expects FCF to improve from 2026, despite large annual capex plans of about USD600 million in each of the next three years. The company has issued three, USD500 million tranches of Eurobonds over 2024-2025, maturing between 2028 and 2031. The proceeds prepaid high-cost facilities to diversify the debt portfolio, improve the maturity profile and reduce debt service costs. Management aims to maintain a cash balance of USD50 million-70 million. NMMC is working on a formalised liquidity and financial policy. In June 2025, the company signed a three-year, USD400 million committed revolving credit facility with international and local banks, of which USD150 million was deployed in the same month. Issuer Profile NMMC is the fourth-largest and one of the lowest-cost gold producers in the world and operates in Uzbekistan. Summary of Financial Adjustments Fitch treats charity and social contributions of USD85 million in 2024 as minority dividends. Public Ratings with Credit Linkage to other ratings NMMC's rating is constrained by Uzbekistan's rating. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- JSC Navoi Mining and Metallurgical Company LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB ========= S P A I N ========= AES ESPANA: S&P Affirms 'B+' ICR & Alters Outlook to Positive ------------------------------------------------------------- S&P Global Ratings revised its outlook on AES Espana B.V. to positive from stable. S&P also affirmed its 'B+' issuer credit rating on the company and its 'B+' rating on its 2028 bonds. The positive outlook indicates that S&P could raise the rating within 12-24 months if AES Espana maintains FFO to debt of 20%-30% and EBITDA interest coverage of 3x-6x, supported by adequate liquidity. Consistent generation, dispatch, and working capital management will be key to achieving these metrics. AES Espana B.V. completed the sale of 50% of AES Dominicana Renewable Energy (ADRE), its 195-megawatt (MW) renewable energy assets, to TotalEnergies for US$103 million. The deconsolidation of ADRE from AES Espana, including approximately US$360 million in debt, materially reduces leverage. S&P now expects funds from operations (FFO) to debt to reach 20%-30% in 2025-2026, versus its previous expectation of 12%-20%. The divestiture of 50% of AES Espana's renewable division significantly reduces leverage. The approximately US$360 million in debt reduction, following the deconsolidation of the debt raised to construct the 390-MW renewables assets under ADRE, substantially strengthens our projected FFO to debt to 20%-30% in 2025-2026 and EBITDA interest coverage to 3x-6x. S&P expects the company to sustain these metrics over the next years by the operations of the remaining 677-MW thermal assets. S&P said, "In our view, the sale of ADRE's 195-MW renewable assets to TotalEnergies hasn't weakened AES Espana's competitive position in the Dominican Republic. The remaining 677-MW thermal assets continue to represent more than 10% of the country's market share and remain under the first quartile in the dispatch order (meaning they're some of the first sources to be called on). In addition, these assets' annual cash flow contributions were small relative to the deconsolidation of the approximately $360 million in debt. Finally, we are now considering a $5 million annual dividend from ADRE to AES Espana in our projections." In 2024, AES Espana achieved an important increase in revenue generation from the previous year, largely as a result of favorable Title Transfer Facility (TTF) price expectations and the extension of a 75-MW power purchase agreement (PPA) with key off-takers, including Ede Este, Ede Sur, and Ede Norte. This extension brings total PPA capacity to 575 MW across the Andres and DPP plants. Looking ahead, AES Espana will concentrate primarily on liquefied natural gas (LNG) projects. S&P anticipates a 10%-15% decline in operating margins, and project an EBITDA margin of 15% in 2026 (versus 19% in 2024), due to the transition away from ADRE's 80% historical EBITDA margins. However, S&P expects the company will maintain positive free operating cash flow and more stable EBITDA margins, supported by: -- According to the LNG supply contract with TotalEnergies in 2023, establishes a return to the Henry Hub index, which is more competitive benchmark than the TTF, so S&P expects more stable EBITDA margins from 2026 onwards; -- A reduction in maintenance capital expenditure (capex) to $30 million-$40 million annually; and -- Positive working capital management, in particular over the management of receivables. S&P said, "The positive outlook indicates that we could raise the rating in the next 12-24 months if AES Espana maintains FFO to debt of 20%-30%, EBITDA interest coverage of 3x-6x, and adequate liquidity. Factors that would support an upgrade include generation, dispatch, and debt levels remaining consistent in the next 12-24 months. "In the next 12 months, we could lower the ratings if the group's key credit metrics fall below our expectations. This could result from higher-than-expected spot energy sales or unexpected periods of downtime for the generation assets required with dispatch. These factors could reduce the group's operating margins and result in FFO to debt below 20% and EBITDA interest coverage below 3.0x. "Additionally, if working capital needs rise owing to higher accounts receivable, or if the government fails to support the sector through subsidies, we could lower the ratings. We could also lower the ratings if liquidity tightens, with sources exceeding uses by less than 20%, in a scenario of high dividend payments. "The positive outlook indicates that we could raise the rating within 12-24 months if AES Espana maintains FFO to debt of 20%-30% and EBITDA interest coverage of 3x-6x, supported by adequate liquidity. Consistent generation, dispatch, and working capital management will be key to achieving these metrics." CIRSA FINANCE: Moody's Rates New EUR1,000-Mil Secured Notes 'B1' ---------------------------------------------------------------- Moody's Ratings assigned B1 instrument ratings to the new proposed EUR1,000 million backed senior secured notes (to be split between backed senior secured notes due 2031 and floating rate backed senior secured notes due 2032) to be issued by Cirsa Finance International S.a r.l. Cirsa Finance International S.a r.l. is a subsidiary and the debt issuing entity of Cirsa Enterprises, S.A. (Cirsa or the company). Cirsa's B1 corporate family rating (CFR) and B1-PD probability of default rating (PDR) are unaffected. The B1 ratings on the existing backed senior secured notes issued by Cirsa Finance International S.a r.l. are also unaffected. The outlook is positive. RATINGS RATIONALE The ratings of the proposed notes is in line with the CFR and existing senior secured debt, as it is a leverage-neutral refinancing transaction. The proceeds will be used to redeem the company's existing senior secured notes due 2027, and to pay related fees and expenses. Cirsa's strong operating performance continued in 2024 and in the first quarter of 2025. The credit profile and positive outlook reflect the company's leverage reduction following the completion of its Initial Public Offering (IPO) in July 2025 and the enhanced financial flexibility. After some debt repayment that followed its IPO, Moody's estimates that Cirsa reduced its Moody's-adjusted gross leverage to around 3.0x, compared with 3.5x before the offering. Cirsa's liquidity is good given its cash position, revolving credit facility (RCF) and free cash flow generation. Cirsa's credit quality is constrained by its limited, although increasing, online offering; exposure to foreign-exchange fluctuations; and reliance on repatriation of cash from Latin American countries, although it has a history of accessing cash from its Latin American operations to support debt servicing at the parent level. Cirsa is also exposed to the regulatory risks inherent to the gambling industry. LIQUIDITY Cirsa's liquidity is good, supported by EUR293 million of cash as of June 30, 2025 and a EUR275 million revolving credit facility (RCF) maturing in December 2029 which is expected to be fully undrawn. The company's liquidity is also supported by Moody's expectations of strong Moody's-adjusted free cash flow (FCF) generation of above EUR100 million per year in the next 12-18 months after annual dividends projected of around EUR140 million from 2026 onwards (including minorities dividends), but excluding the group's business acquisition-related cash outflows. The RCF documentation contains a springing financial covenant based on senior secured net leverage set at 7.52x, tested on a quarterly basis when the RCF is drawn by more than 40%. A breach only triggers a drawstop event and not an event of default. Moody's expects Cirsa to maintain good buffer under this covenant. Following the planned redemption of the company's notes maturing in 2027, Cirsa's next significant debt maturity within the senior secured notes' restricted group will be in July 2028, when its EUR375 million senior secured notes mature. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could develop if the company continues to report strong and stable revenue growth and sustainable EBITDA margins driven by a growing online segment, combined with growth in land-based activities, such that its Moody's-adjusted gross leverage reduces comfortably below 3.0x; its Moody's-adjusted FCF remains strong and the company maintains good liquidity. An upgrade would also require that the company builds a track record of adhering to its new financial policy. Negative rating pressures on Cirsa's ratings could develop if the company's operating and financial performance weaken; or in case of regulatory or fiscal evolutions with the potential to materially impact the group's revenue or profitability; if its Moody's-adjusted gross leverage increases above 4.0x; its Moody's-adjusted FCF or its liquidity deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Gaming published in September 2025. PROFILE Cirsa was founded in 1978 following the liberalisation of the Spanish private gaming market. Headquartered in Terrassa, Spain, Cirsa is an international gaming operator. The company is present in nine countries where it has market-leading positions: Spain and Italy in Europe; Panama, Colombia, Mexico, Peru, Costa Rica and the Dominican Republic in Latin America; and Morocco in Africa. Cirsa operates casinos, slot machines, bingo halls and betting locations, and also offers online gaming and betting services. In 2024, the company reported net revenue of around EUR2.15 billion and company-adjusted EBITDA of EUR699 million. =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Q3 Retail Sales Up 13%, 9-Month Growth 36% --------------------------------------------------------------- Polestar Automotive Holding UK PLC disclosed that its retail sales amounted to an estimated 14,192 cars in Q3 2025, up 13% versus Q3 2024. For the first nine months of the year, retail sales approximated 44,482 cars, a growth of 36% compared to the same period last year. Michael Lohscheller, Polestar CEO, says: "The third quarter saw continued growth, and we have now sold as many cars as in the whole of 2024. Despite continued external headwinds and challenging market conditions, our line-up and strong order intake provide a solid basis for growth in the fourth quarter." Breakdown of retail sales volumes: * Retail sales volumes increased 13% in Q3 2025 to 14,192 units, compared with 12,548 units in Q3 2024. * For the first nine months of 2025, retail sales volumes rose 36% to 44,482 units, up from 32,595 units in the same period of 2024. Polestar expects to publish select results for the third quarter 2025 and hold an analyst conference call on November 12, 2025. About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $4.1 billion in total assets, $7.4 billion in total liabilities, and a total deficit of $3.3 billion. =========================== U N I T E D K I N G D O M =========================== CPUK FINANCE: Fitch Assigns 'B(EXP)' Rating on Class B8 Notes ------------------------------------------------------------- Fitch Ratings has assigned CPUK Finance Limited's new class B8 notes an expected 'B(EXP)' rating. The Outlook is Stable. Fitch has also affirmed the class A notes at 'BBB' and the other class B notes at 'B', with Stable Outlooks. CPUK will use the new GBP285 million class B8 notes to refinance its existing GBP250 million class B5 notes, pay transaction-related costs, fund one-off shareholder distributions and other general corporate purposes. The assignment of the final rating is contingent on the receipt of final documentation conforming materially to the information already received. Entity/Debt Rating Prior ----------- ------ ----- CPUK Finance Limited CPUK Finance Limited/Project Revenues – Second Lien/2 LT LT B Affirmed B CPUK Finance Limited/Project Revenues - First Lien/1 LT LT BBB Affirmed BBB CPUK Finance Limited/Project Revenues - Second Lien - Expected Ratings/2 LT B(EXP) Expected Rating RATING RATIONALE The ratings reflect CPUK's demonstrated ability to maintain high and stable occupancy rates, increase prices above inflation, and ultimately achieve solid financial performance. However, the ratings also factor in CPUK's exposure to the UK holiday and leisure industry, which is highly exposed to discretionary spending. Overall, Fitch expects CPUK's proactive and experienced management to continue leveraging the company's good-quality estate and maintain steady financial performance over the medium term, despite pressures on real disposable income in the UK. The Stable Outlooks reflect its expectation that CPUK will be able to continue to largely pass on cost increases to prices and maintain high occupancy rates. KEY RATING DRIVERS Industry Profile - Weaker Operating Environment Drives Assessment: The UK holiday park sector faces both price and volume risks, which makes the projection of long-term cash flows challenging. It is highly exposed to discretionary spending, changing consumer behaviour and, to some extent, commodity and food prices. Events and weather risks are also significant, with Center Parcs having been affected by fire, minor flooding and the pandemic. Fitch views the operating environment as a key driver of the industry profile, resulting in its overall 'Weaker' assessment. The scarcity of suitable, large sites near major conurbations provides barriers to entry. Operating environment - Weaker; Barriers to entry - Midrange; Sustainability - Midrange Company Profile - Stronger Strong Performing Market Leader: CPUK has no direct competitors and the uniqueness of its offer differentiates it from camping and caravan options or overseas weekend breaks. Growth has been driven by villa price increases, while a large repeat customer base helps revenue stability. CPUK also has a high level of advanced bookings. An increasing portion of food and beverage revenue is derived from concession agreements, but these are fully turnover linked, giving some visibility of underlying performance. The Center Parcs brand is fairly strong and CPUK benefits from other brands operating on a concession basis at its sites. The company is well into its eight-year lodge refurbishment programme and makes further capex projections that should maintain the estate's and offering's quality. Financial performance - Stronger; Company operations - Stronger; Transparency - Stronger; Dependence on operator - Midrange; Asset quality - Stronger Debt Structure - Stronger (Class A); Debt Structure - Weaker (Class B) Cash Sweep Drives Amortisation: The class A notes have an interest-only period and benefit from payment deferability of the class B notes. The notes are all fixed rate. Fitch views the covenant package as slightly weaker than other typical whole business securitisations (WBS), with covenants based on free cash flow debt service coverage ratio being essentially interest coverage ratios. This is compensated by a cash sweep feature at the expected maturity date of the class A notes. The condition to issue further class A notes is to maintain a net debt/EBITDA of 5.75x on the class A debt. Fitch expects CPUK's leverage metrics to remain at about or below 5.0x. The transaction benefits from a comprehensive WBS security package. Security is granted by a fully fixed and qualifying floating security under an issuer-borrower loan structure. Only the class A noteholders can direct the trustee to enforce any security while the class A notes are outstanding. The class B noteholders benefit from a topco share pledge, which is structurally subordinated to the borrower and allows them to sell the shares in a class B default event (e.g., non-payment, failure to refinance or class B free cash flow debt service coverage ratio below 1.0x). Debt profile - Stronger (Class A), Weaker (Class B); Security package - Stronger (Class A), Weaker (Class B); Structural features - Stronger (Class A), Weaker (Class B) Financial Profile Under the Fitch rating case (FRC), CPUK's net debt/EBITDA is 4.7x for the class A notes and 7.8x for the class B notes in the financial year ending April 2026 (FY26). The transaction then progressively deleverages to well below 5.0x and 8.0x, due to solid operational performance, which Fitch expects to continue despite higher inflation and pressure on discretionary spending. The projected deleveraging profile under the FRC envisages the class A notes' full repayment in FY37 and class B notes' full repayment by FY45. PEER GROUP Operationally, the most suitable WBS comparisons are WBS pubs, as they share exposure to discretionary consumer spending. CPUK has proven less cyclical than leased pubs, with strong performance during previous major economic downturns. The Covid-19 pandemic also demonstrated CPUK's greater control over its costs. The transaction is also comparable with Arqiva Financing plc, due to a similar debt structure. Arqiva's WBS notes are also rated 'BBB' and envisage substantial repayment via a cash sweep in FY32 (financial year ends in June), comparable to CPUK's expected full class A repayment. Fitch assesses industry risk for Arqiva as 'Stronger' as it benefits from long-term contractual revenue with strong counterparties, versus the 'Weaker' assessment for CPUK. However, Arqiva's repayment timing is partly restricted by the expiry of these long-term contracts. Roadster Finance DAC (Tank & Rast) is rated 'BBB' with a net debt/EBITDA peak of 5.3x in 2026 before reducing to 4.9x in 2027, which then is comparable to CPUK's class A leverage. Tank & Rast is not operationally similar to CPUK, but its financial structure of soft-bullet maturity with a cash sweep is comparable. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Class A Notes - Deterioration of net debt/EBITDA to above 5.0x by FY26 - Substantial repayment of class A notes no earlier than 10 years under the FRC Class B Notes - Deterioration of net debt/EBITDA to above 8.0x by FY26 - Substantial repayment of class B notes no earlier than 17 years under the FRC Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Class A Notes - A significant improvement in performance above the FRC, with net debt/EBITDA below 4.0x in FY26 (although CPUK has historically tapped and re-leveraged the structure several times already) and a full repayment of the class A notes within eight years under the FRC Class B Notes - An upgrade is precluded due to CPUK's ability to raise additional debt TRANSACTION SUMMARY CPUK plans to issue new GBP285 million class B8 notes and use the proceeds to refinance its existing GBP250 million class B5 notes. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. EUROSAIL-UK 2007-2NP: S&P Affirms B-(sf) Rating on Cl. E1c Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'AA (sf)' credit ratings on Eurosail-UK 2007-2NP PLC's class B1a, B1c, C1a, M1a, and M1c notes, 'BBB+ (sf)' ratings on the class D1a and D1c notes, and 'B- (sf)' rating on the class E1c notes. S&P has resolved the UCO placements of all classes of notes. The rating actions follow S&P's credit and cash flow analysis of the March 2025 loan level data. Performance has been relatively stable and arrears, as per the June 2025 investor report, have increased to 25.07% from 22.21%. The percentage increase in arrears mostly reflects the reduced pool size rather than an actual increase in arrears. The current pool factor is low, at 15.7%. Cumulative losses remain stable and currently stand at 3.78% of the closing collateral balance. S&P said, "Our weighted-average foreclosure frequency (WAFF) assumptions have increased at all rating levels, reflecting the higher arrears. Considering the transaction's historical loss severity levels, the latest available data suggests that the portfolio's underlying properties may have only partially benefited from rising house prices, and we have therefore applied a haircut to property valuations to reflect this." Portfolio WAFF and WALS Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 41.76 21.76 9.09 AA 37.84 15.98 6.05 A 35.67 7.60 2.71 BBB 33.36 4.24 1.41 BB 30.93 2.67 0.82 B 30.31 2.00 0.61 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The reserve fund is at target and is not amortizing after breaching the 90+ days arrears and cumulative loss triggers. The liquidity facility is also fully drawn and does not amortize given the 90+ days arrears trigger breach. Given the sequential amortization, credit enhancement has increased since our previous review. This offsets the higher WAFF in S&P's cash flow analysis. Like other nonconforming transactions, both fixed- and floating-rate fees for this transaction have previously exceeded their historical averages largely due to legal complexities associated with the LIBOR transition. However, fee levels are no longer elevated and are now declining, which is beneficial from a cash flow perspective. S&P said, "The application of our revised counterparty criteria still constrains the ratings in this transaction at 'AA'. The notes are capped due to exposure to the currency swap provider. We believe the documented downgrade remedies are consistent with the assigned ratings under our revised counterparty criteria. "Considering the results of our updated credit and cash flow analysis, the available credit enhancement for the class B1a, B1c, C1a, M1a, and M1c notes could withstand stresses commensurate with higher ratings than those we apply at the 'AA' rating level. However, considering that the notes are still capped, we therefore affirmed our 'AA (sf)' ratings on these tranches. "The available credit enhancement for the class D1a and D1c notes can also withstand stresses at higher rating levels. However, we have not upgraded the ratings on these classes, considering the very severe arrears, the borrowers' nonconforming nature, and the tail-end risk associated with the large percentage of interest-only loans. We therefore affirmed our 'BBB+ (sf)' ratings. "The class E1c notes still do not achieve any rating in our cash flow analysis due to principal shortfalls on this class of notes. Given the transaction's stable performance and non-amortizing reserve, we affirmed our 'B- (sf)' rating on the notes. However, in light of the elevated arrears level, the nonconforming nature of the borrower pool, and the tail-end risk stemming from the high proportion of interest-only loans, a deterioration in performance could lead to us downgrading the rating on the notes. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. We considered the sensitivity of the ratings to increased defaults, extended recoveries, and higher interest rates, and the ratings remain robust." Eurosail-UK 2007-2NP is a U.K. nonconforming RMBS transaction, originated by Southern Pacific Mortgage, GMAC Residential Funding Co., Preferred Mortgages, and London Mortgage Co. The loan pool comprises first-ranking non-conforming residential mortgages on properties in England, Wales, and Northern Ireland, and standard securities on properties in Scotland. EVTEC SUPERLIGHT: Interpath Ltd. Named as Administrators -------------------------------------------------------- Evtec Superlight Limited was placed into administration proceedings in the High Court of Justice, Business and Property Court of England and Wales, Insolvency and Companies List (ChD), No CR-2025-BHM-000556, and Ryan Grant and Christopher Robert Pole of Interpath Ltd. of were appointed as administrators on Oct. 5, 2025. Evtec Superlight fka Evtec Fab Limited, Evtec Superlight Performance Ltd specialized in Car parts manufacturer. Its registered office is c/o Interpath Ltd, 2nd Floor, 45 Church Street, Birmingham, B3 2RT Its principal trading address is at 1-5 Techno Trading Estate, 2 Bramble Road, Swindon, SN2 8HB The joint administrators can be reached at: Ryan Grant Christopher Robert Pole Interpath Ltd 2nd Floor, 45 Church Street Birmingham, B3 2RT For further details, contact: Keiva McKeigue at 0118 214 5938 FATHOM WATCHES: Begbies Traynor Named as Administrators ------------------------------------------------------- Fathom Watches Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006904, and Wayne MacPherson and Louise Donna Baxter of Begbies Traynor (Central) LLP were appointed as administrators on Oct. 6, 2025. Fathom Watches engaged in the retail sale of watches. Its registered office is at 35-37 Ludgate Hill, London, EC4M 7JN. The joint administrators can be reached at: Wayne MacPherson Louise Donna Baxter Begbies Traynor (Central) LLP 1066 London Road, Leigh-on-Sea Essex, SS9 3NA For further details, contact: Calum Wylie Begbies Traynor (Central) LLP Email: Calum.Wylie@btguk.com Tel No: 01702 467255 MERIDIAN FUNDING 2025-1: Fitch Assigns BB-(EXP) Rating on X Notes ----------------------------------------------------------------- Fitch Ratings has assigned Meridian Funding 2025-1 PLC (MF25) expected ratings. The assignment of final ratings is contingent on the receipt of final transaction documentation conforming to information already reviewed by Fitch. Entity/Debt Rating ----------- ------ Meridian Funding 2025-1 plc Class A LT AAA(EXP)sf Expected Rating Class B LT AA(EXP)sf Expected Rating Class C LT A(EXP)sf Expected Rating Class D LT BBB+(EXP)sf Expected Rating Class E LT BBB-(EXP)sf Expected Rating Class X LT BB-(EXP)sf Expected Rating Transaction Summary MF25 is the first securitisation of home purchase plans (HPPs) originated by StrideUp Homes Limited. The pool is a mix of primarily owner-occupied (OO; 95.6%) and buy-to-let (BTL; 4.4%) HPPs originated between 2022 and 2025. There is a prefunding amount of GBP50 million where new HPPs can be added to the pool after closing subject to certain conditions being met. StrideUp has obtained advice that the transaction is compliant with the principles of sharia for internal purposes only. Fitch's ratings do not address this compliance. KEY RATING DRIVERS Prime Home Purchase Plans: The transaction consists of HPPs mostly to owner-occupiers of residential properties in England. StrideUp's origination and underwriting practices are comparable with the prime mortgage sector in the UK. It has entered into HPPs with customers with a limited adverse credit history, full income verification and a full independent property valuation. There is also a small number of BTL HPPs, which Fitch views as comparable with standard BTL mortgages. The weighted (WA) current finance-to-value of the pool is 71.6% and the WA finance-to-income is 36.6%, which is comparable with the current loan-to-value and debt-to-income ratios of other Fitch-rated prime UK OO transactions. Upward Transaction Adjustment: Fitch has assigned a transaction adjustment of 1.2x to the OO and BTL sub-pools. This captures StrideUp's limited performance history, significant exposure to foreign nationals, and limited customer refinancing options due to a limitation in sharia-compliant financing options from other UK lenders. Purchase and Sale Agreements: MF25 will enter into a profit rate swap agreement with BNP Paribas SA (BNPP, A+/Stable/F1) to hedge the mismatch between rent received on the HPPs and SONIA due on the certificates. Under this agreement, MF25 and BNP will purchase assets based on the swap notional, where purchase and sale of assets will be managed by BNPP under an agency agreement. MF25 will open a non-interest-bearing account with Standard Chartered Bank (SCB, A+/Stable/F1) as transaction account bank (TAB), and enter into a purchase and sale agreement of commodities with a profit markup (murabaha) with SCB, using TAB cash deposits to earn a profit markup. Key operational duties for these two agreements will be carried out by BNPP and SCB. Purchase and sale prices of assets will be fixed based on the swap notional and the cash amounts at the TAB, which mitigates any market value risk. BNP and SCB are subject to remedial actions upon loss of documented minimum ratings, so Fitch believes counterparty risk is sufficiently mitigated to support the ratings. Product Switches: Up to 27.5% of the total collateral can be maintained in the pool after a product switch (PS), subject to conditions. Fitch has considered the impact of excess spread compression due to additional hedging arising from PS retention and the original hedging profile. HPPs reverting from a fixed rate to a follow-on rate will likely determine when prepayments occur. Prepayment will also be limited while PS are possible. Fitch has applied an alternative high prepayment stress tracking the reversion profile of the pool. The prepayment rate is floored at 10% during periods of limited reversion and capped at a maximum 40% a year during peaks of reversions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to potential negative rating action depending on the extent of the decline in recoveries. Fitch conducts sensitivity analyses by stressing a transaction's base-case foreclosure frequency (FF) and recovery rate (RR) assumptions. For example, a 15% WAFF increase and a 15% WARR decrease would result in model-implied downgrades of up to two notches for the class A and B notes and one-notch downgrades for the class C, D and X notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and potential upgrades. Fitch tested an additional rating sensitivity scenario by applying a decrease in the WAFF of 15% and an increase in the WARR of 15%, implying upgrades of up to two notches for the class B and X notes, and up to four notches for the class C to E notes. The class A notes are already rated at the maximum rating of 'AAAsf'. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Meridian Funding 2025-1 plc Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, 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. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MORTIMER 2025-1: Fitch Assigns 'BB+(EXP)sf' Rating on Class X Debt ------------------------------------------------------------------ Fitch Ratings has assigned Mortimer 2025-1 PLC's notes expected ratings. The assignment of final ratings is contingent on the receipt of information conforming to the documentation already reviewed. Entity/Debt Rating ----------- ------ Mortimer 2025-1 PLC A XS3196126968 LT AAA(EXP)sf Expected Rating B XS3196127180 LT AA+(EXP)sf Expected Rating C XS3196127347 LT A+(EXP)sf Expected Rating D XS3196127420 LT BBB(EXP)sf Expected Rating E XS3196127693 LT BB(EXP)sf Expected Rating X XS3196127776 LT BB+(EXP)sf Expected Rating Transaction Summary Mortimer 2025-1 PLC is a securitisation of buy-to-let (BTL) and owner- occupied (OO) mortgages originated by LendInvest BTL Limited and LendInvest Loans Limited (collectively LendInvest). Mortgage loans are secured by first legal charges over residential property in England, Wales and Scotland. LendInvest is the named servicer for the pool with day-to-day servicing activity delegated to Pepper (UK) Limited. KEY RATING DRIVERS Prime BTL Underwriting: LendInvest operates a two-tier lending policy, in line with prime BTL lenders. LendInvest excludes borrowers with adverse credit for tier one products, while some adverse credit is permitted for tier two lending. Loans in this pool are almost entirely tier one. LendInvest has advanced BTL mortgages since December 2017 and the performance is in line with peers'. Fitch has assigned a transaction adjustment of 1.0x to foreclosure frequencies, in line with other prime BTL lenders. Minority of OO loans Included: About 7% of the current balance is OO loans, originated between 2023 and 2025. Fitch has reviewed lending and underwriting criteria and applied a 1.2x adjustment to foreclosure frequencies for the OO portion, in line with other specialist OO lenders rated by us. Fixed Hedging Schedule: The issuer will enter into a swap at closing to mitigate the interest rate risk arising from the fixed-rate mortgage loans prior to their reversion date. The swap will be based on a defined schedule, assuming no defaults and a 2% constant prepayment rate (CPR), rather than the balance of fixed-rate loans in the pool. In the event that loans default or CPR is higher than 2%, the issuer will be over-hedged. The excess hedging is beneficial to the issuer in a rising interest-rate environment and detrimental when interest rates are falling. No Product Switches Permitted: No product switches are allowed to be retained in the pool and will be repurchased. This mitigates the potential for pool migration towards lower yielding assets and the need for additional hedging. Alternative High Prepayment Rates: The transaction contains a high portion of fixed-rate loans subject to early repayment charges. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine when prepayments will occur. Fitch has therefore applied an alternative high prepayment stress that tracks the fixed rate reversion profile of the pool, which is concentrated in year five. The prepayment rate applied is floored at the high prepayment rate assumptions produced by Fitch's analytical model ResiGlobalUK and capped at a maximum 40% a year. Unrated Seller: LendInvest is not rated by Fitch, which means Fitch is unable to ascertain its ability to make substantial repurchases from the pool in a material breach of representations and warranties (R&Ws). This is mitigated by the materially clean re-underwriting and agreed-upon procedures reports, which make a major breach of R&Ws a sufficiently remote risk. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes' ratings susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in weighted average foreclosure frequencies and a 15% decrease in weighted average recovery rates would result in downgrades of no more than one notch each on the class B, D, E and X notes, and two notches on the class C notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable-to-improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and, potentially, upgrades. Fitch found that a 15% decrease in the weighted average foreclosure frequencies and a 15% increase in the weighted average recovery rates would lead to upgrades of one notch each on the class D and E notes. The class A notes are rated the maximum 'AAAsf' and no impact was found on the class B, C and X notes. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, 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. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. PEARCROFT DEVELOPMENTS: CG&Co Named as Administrators ----------------------------------------------------- Pearcroft Developments Crowmarsh Hill Ltd was placed into administration proceedings in the The Business & Property Courts of England & Wales, Court Number: CR-2025-006776 and Edward M Avery-Gee and Daniel Richardson of CG&Co were appointed as administrators on Sept. 30, 2025. Pearcroft Developments engaged in the development of building projects. Its registered office and principal trading address is at 4 King Square, Bridgwater, Somerset, United Kingdom, TA6 3YF. The joint administrators can be reached at: Edward M Avery-Gee Daniel Richardson CG & Co 27 Byrom Street Manchester, M3 4PF For further details, contact: Claire Usher Tel No: 0161 527 1232 Email: claire.usher@cg-recovery.com PFF PACKAGING: Interpath Advisory Named as Administrators --------------------------------------------------------- PFF Packaging (Sedgefield) Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, No CR-2025-LDS-001003, and Richard John Harrison and Howard Smith of Interpath Advisory were appointed as administrators on Oct. 1, 2025. PFF Packaging (Sedgefield) is a manufacturer of plastic packing goods. Its registered office is c/o Interpath Advisory, 4th Floor, Tailors Corner, Thirsk Row, Leeds, LS1 4DP Its principal trading address is at Unit 3 Airedale Park, Royd Ings Avenue, Keighley, West Yorkshire, BD21 4BZ The joint administrators can be reached at: Howard Smith Interpath Advisory Interpath Ltd 4th Floor, Tailors Corner Thirsk Row, Leeds LS1 4DP -- and -- Richard John Harrison Interpath Advisory 10th Floor 1 Marsden Street Manchester, M2 1HW For further details contact: Megan O'Rourke Email: megan.orourke@interpath.com POWER EPOS: Mercer & Hole Named as Administrators ------------------------------------------------- Power Epos Systems Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006871, and Henry Nicholas Page and Dominic Dumville of Mercer & Hole were appointed as administrators on Oct. 3, 2025. Power Epos Systems, tradings as Power Epos, engaged in service activities. Its registered office and principal trading address is at Block 7, Enterprise Way, Edenbridge, Kent, TN8 6HF. The administrators can be reached at: Dominic Dumville Henry Nicholas Page Mercer & Hole 21 Lombard Street London, EC3V 9AH For further information, contact: Dominic Paul Dumville Henry Nicholas Page Mercer & Hole 21 Lombard Street London, EC3V 9AH or the case administrator: Harry Smart Email: Harry.Smart@mercerhole.co.uk Tel No: 020-7236-2601 PPE MEDPRO: Clarke Bell Named as Administrators ----------------------------------------------- PPE Medpro Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006740, and Natasha Brodie, Michael Pallott and Adam Harris of Forvis Mazars LLP and John Paul Bell and Toyah Poole of Clarke Bell Limited were appointed as administrators on Sept. 30, 2025. Its registered office is c/o Forvis Mazars LLP, 30 Old Bailey, London, EC4M 7AU Its principal trading address is at 9 Dalton House, 60 Windsor Avenue, London, SW19 2RR The joint administrators can be reached at: Natasha Brodie Michael Pallott Adam Harris Forvis Mazars LLP 30 Old Bailey London EC4M 7AU -- and -- John Paul Bell Toyah Poole Clarke Bell Limited 3rd Floor, The Pinnacle 73 King Street Manchester M2 4NG Foe further details, contact: The Joint Administrators Tel: 0207 063 4000 TRILEY MIDCO 2: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ---------------------------------------------------------------- Fitch Ratings has affirmed Triley Midco 2 Limited's (Clinigen) Long-Term Issuer Default Rating (IDR) at 'B' maintaining a Negative Outlook, upon Clinigen's announced acquisition of US pharmaceutical service provider SSI Strategy for USD355 million. Concurrently, Fitch has affirmed its senior secured instrument rating at 'B+' [RR3]. Fitch expects that the fungible USD290 million euro equivalent TLB add-on to be raised to fund the acquisition will not result in change of the recovery rating band for the senior secured instrument rating. Fitch has affirmed the 'B' IDR, reflecting an acceleration in revenue growth in 4Q25 (financial year ending June 2025) and increased diversification and service breadth after the SSI acquisition, which will strengthen Clinigen's positioning in US biotech. Rating headroom is limited, with leverage projected to be at or slightly above its negative sensitivity over the next 12-18 months. The rating trajectory will hinge on the execution of the group's clinical services repositioning and the integration of SSI, with the corresponding risks captured in the Negative Outlook. Key Rating Drivers Outlook Reflects Business Repositioning and M&A Integration: The Negative Outlook reflects weaker-than-expected FY24-FY25 performance, driven by reduced activity in clinical services and softer profitability in Managed Access amid strategic market repositioning. Fitch notes an inflection in 4Q25, with recent investments showing early signs of a return to profitable growth. Sustained rebuilding and acceleration of momentum in Clinigen's core businesses, alongside execution on clinical services repositioning and M&A integration, will be key determinants of the rating trajectory. Exhausted Leverage Headroom: Rating headroom under the 'B' IDR is exhausted primarily reflecting debt-funded M&A, although with strategic benefits to the credit profile from broadened business scope. Fitch's rating case assumes gross EBITDA leverage at or above its negative sensitivity of 7x. Fitch expects a gradual recovery in core operations, and alongside integration of acquisitions, modest deleveraging. However, weaker-than-expected organic growth could put pressure on the rating, as reflected in the Negative Outlook. Fitch does not include Clinigen's royalty payments to its EBITDA calculation, reflected in the free cash flow (FCF) calculation. Execution Risk Around Growth Strategy: The rating recognises continued execution risks in Clinigen's growth strategy, including the turnaround of Clinical Services following new team hires and also related to restructuring initiatives in core geographies. Demonstrated execution, evidenced by sustained growth in EBITDA and FCF margins, will be a key determinant of the rating trajectory. Beyond the announced SSI acquisition, Fitch's rating case assumes continued selective bolt-on M&A of around GBP40 million in FY27 and GBP100 million in FY28, aimed at complementing the service offering and expanding presence in target growth markets. Limited But Improving FCF: The group generated better than expected FCF in FY25, despite headwinds in clinical services, given a reduction in capex alongside a working capital cash inflow, leading to positive Fitch-defined FCF of GBP23 million (FCF margins about 5%). Its rating case assumes a gradual reduction in capex intensity as well as lower working capital requirements, leading to a return towards a consistently positive FCF profile from FY27, which is an important attribute for the Outlook stabilisation. Specialist Pharmaceutical Services: Clinigen has a presence in the niche pharmaceutical markets of formulation, medical access and clinical trial support, offering a specialist service to pharmaceutical companies which provides revenue defensibility and visibility. Management's priority is to develop the services business, which is supported by solid distribution capabilities, over its owned product portfolio. Long-Term Trends Support Business Model: As a partner in clinical trials, licenced and unlicenced medicines, Clinigen's business model is aligned with broad trends in pharma, characterised by innovation, partnerships and outsourcing, in addition to favourable demographic and regulatory developments. Despite pressures in the clinical services division, Fitch continues to view Clinigen's business model is sustainable and remains supported by these long-term trends. Peer Analysis Fitch rates Clinigen under its Generic Rating Navigator. The company's business profile is supported by its strong market positions in niche subsectors as well as moderate geographical and business diversification. However, the rating is constrained to the 'B' rating category by its overall limited size versus broader healthcare issuers', big execution risk and high financial leverage. As there are few rated outsourced pharmaceutical service providers, Fitch has compared Clinigen against niche pharmaceutical product companies within the broader sector, such as ADVANZ PHARMA HoldCo Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B/Stable) and Pharmanovia Bidco Limited (B-/Negative). Cheplapharm and ADVANZ PHARMA contrast with Clinigen in their more asset-light business model given their focus on the life-cycle management of typically off-patented drugs in targeted therapeutic areas, with R&D, marketing, distribution and manufacturing functions mostly outsourced. This results in profitability metrics that are among the strongest in the sector and higher FCF margins than Clinigen's. The company benefits from a more integrated business model with higher business diversification, which provides cross-selling opportunities and some downside protection. Clinigen is evenly placed against 'B' rated names, such as ADVANZ PHARMA, which has a solid business model and good profitability, but whose credit profile is held back by low diversification. Fitch assesses the overall business risk of Cheplapharm as broadly similar to Clinigen's but recognise the difference in the strength of the former company's profitability and FCF metrics, which are higher than Clinigen's, although that is balanced by Clinigen's higher organic growth prospects. Key Assumptions • Fitch assumes low-to-mid single-digit organic sales growth from FY26-FY28, supplemented by M&A • EBITDA margin steady around 19% over FY26-FY28. Fitch's EBITDA calculation does not include royalty payments, which Fitch treats as "Other Items before FFO", which affect FCF but not EBITDA and leverage • Working capital cash outflow of GBP12 million in FY26, followed by GBP5 million outflow year in FY27-FY28 • Capex at 6% of revenue in FY26, declining toward 4% in FY27-FY28 • Acquisition of GBP262 million in FY26 related to the acquisition of SSI Strategy; bolt-on acquisitions thereafter of GBP40 million in FY28 and up to GBP100 million in FY28 • Future bolt-on acquisitions multiple of 10.0x enterprise value-EBITDA (SSI Strategy about 16x); assuming M&A will be partly funded with additional debt • No shareholder distributions KEY RECOVERY ASSUMPTIONS Clinigen's recovery analysis is based on a going concern approach, reflecting an asset-light business supporting higher realisable values in a financial distress compared with balance sheet liquidation. Distress could arise from material revenue contraction after volume losses and price pressure given its exposure to generic pharmaceutical competition, together with an inability to provide services or maintain service capabilities in its main regions. For the going concern enterprise value calculation, Fitch estimates an EBITDA of about GBP70 million. This post-restructuring going concern EBITDA reflects organic earnings post-distress and implementation of possible corrective measures. Once the transaction is complete, Fitch expects to raise its going concern EBITDA estimate to GBP94 million, reflecting incremental earnings of SSI as well as an uplift from the assumed continuation of Proluekin royalty payments in a distressed situation available to lenders. Fitch has applied a 5.0x distressed enterprise value/EBITDA multiple, in line with that of its close peer group and reflective of its minimum valuation multiple. After deducting 10% for administrative claims, its principal waterfall analysis for the capital structure generated a ranked recovery in the 'RR3' band, resulting in a senior secured debt rating of 'B+' for the first-lien, euro-denominated term loan, which ranks pari passu with Clinigen's revolving credit facility of GBP75 million, assumed to be fully drawn prior to distress. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Unsuccessful implementation of the organic growth strategy, with operational underperformance relative to the business plan, leading to erosion in EBITDA and margins on a sustained basis - Weakening cash generation, with FCF margins declining toward zero - Evidence of an aggressive financial policy, including debt-funded M&A or shareholder distributions, with EBITDA gross leverage above 7.0x on a sustained basis - EBITDA interest coverage below 2.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Implementation of the organic growth strategy leading to steadily increasing operating profitability - Continued strong cash generation with mid-single digit FCF margins on a sustained basis - Evidence of a conservative financial policy, with no debt-funded M&A or shareholder distributions sustainably supporting EBITDA gross leverage at or below 5.5x - EBITDA interest coverage trending above 2.5x Liquidity and Debt Structure Fitch assesses Clinigen's liquidity as satisfactory. Pro-forma to the acquisition of SSI, Fitch expects Clinigen to have around GBP67 million cash on balance sheet, supported by a fully undrawn GBP75 million revolver. Subsequent royalty payments from the recent Proleukin disposal, which Fitch estimates to gradually increase from around GBP13 million in FY25 towards GBP18 million a year by FY28, will continue to provide an additional cash buffer. Both its GBP75 million revolver and planned enlarged GBP759 million term loan B are long dated with maturities in May 2028 and May 2029, respectively. Issuer Profile Clinigen is a UK-headquartered pharmaceutical services and products company focused on distributing unlicenced and trial drugs to markets where they are unavailable through local health systems. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Triley Midco 2 Limited LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ UNIBLOCK LTD: Opus Restructuring Named as Administrators -------------------------------------------------------- Uniblock Ltd was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-000107, and Jack Callow and Gareth David Wilcox of Opus Restructuring LLP were appointed as administrators on Sept. 30, 2025. Uniblock Ltd engaged in construction installation. Its registered office is at 1 Engine House, Marshall Yard, Gainsborough, DN21 2NA Its principal trading address is at Unit 5-7, Dunlop Way Queensway Industrial Estate, Scunthorpe, DN16 3RN The joint administrators can be reached at: Jack Callow Gareth David Wilcox Opus Restructuring LLP 1 Radian Court, Knowlhill Milton Keynes Buckinghamshire MK5 8PJ For further details, please contact Sakshi Mehta Email: sakshi.mehta@opusllp.com Tel: 0117 428 8705 ZEUS BIDCO: Moody's Lowers CFR to Caa1, Outlook Remains Negative ---------------------------------------------------------------- Moody's Ratings has downgraded Zeus Bidco Limited (Zenith)'s Corporate Family Rating to Caa1 from B3, and Zenith Finco Plc's long-term senior secured rating on its GBP475 million senior secured notes to Caa2 from Caa1. The issuers' outlooks remains negative. RATINGS RATIONALE The downgrade of the CFR to Caa1 reflects Zenith's tight liquidity, high leverage, weak interest coverage and significant tangible common equity deficit, compounded by the adverse impact of high volatility in used car prices, in particular affecting battery electric vehicles (BEVs), which are constraining the company's profitability, cash flow generation and consequently debt servicing. This is against the backdrop of Zenith's nearing refinancing risk which the company will have to address over an 18 months horizon during the currently high interest rate environment. Since early 2024, Zenith has embarked on a BEV lease extension program to moderate the adverse impact on earnings from used car price fluctuations and continued new client acquisition. In the first quarter of its financial year 2026 ending June 2025, Zenith showed largely stable adjusted EBITDA versus the same quarter a year earlier, despite recording significantly lower RV profit for the quarter versus the amount reported in the quarter ending June 2024. Zenith's Moody's adjusted leverage and coverage ratios remain weak as of June 2025. Moody's expects leverage to remain elevated, absent strengthening in used BEV prices, as the benefits from the company's commercial measures will only gradually contribute to improving debt and interest cover metrics. Furthermore, the company continues to show a significant tangible common equity deficit which is driven by large amounts of goodwill and intangibles incurred as a result of the ownership change in 2017. As of June 30, 2025, Zenith reported total liquidity of GBP101 million, including GBP83 million in unrestricted cash. At that date, approximately 83% of the GBP1,075 million total EFP and FFL securitization facilities had been drawn, with the revolving period of the GBP1,000 million EFP facility ending in November 2026 and of the GBP75 million FFL facility ending in November 2025. The EFP facility benefits from Bridgepoint's GBP50 million zero-coupon junior mezzanine note injected in March 2025 to fund the collateral gap linked to residual value (RV) volatility. Additionally, Zenith's fully drawn GBP65 million revolving credit facility has a maturity in April 2027. The company's funding requirements are additionally supported by vehicle financing facilities, with approximately 77% utilized of the total available limit of GBP429 million as of March 2025. Nearly all of its borrowings are secured, resulting in a high level of asset encumbrance and a senior ranking relative to the GBP475 million secured notes due in June 2027, which complements its funding sources. The downgrade of the senior secured notes' rating to Caa2 from Caa1 reflects the downgrade of the CFR and the very high asset encumbrance by Zenith's securitization facility, which is senior to the GBP475 million senior secured notes. OUTLOOK The negative outlooks reflect risk related to Zenith's ability to achieve meaningful deleveraging and improved debt servicing capacity in the currently challenging operating environment, against a backdrop of nearing debt maturities with concentrations in 2027. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, there is no upward pressure on Zenith's ratings. A stable outlook could develop if the company demonstrates the ability to refinance the RCF due in April and their bonds due later in 2027 at least 18 months prior to their maturities. For the outlook to return to stable, the firm's profitability and interest coverage levels should improve and its Debt/EBITDA leverage decline to at least 5x on a gross debt basis. Further, a material reduction in asset encumbrance could drive upwards the bond ratings. Zenith's CFR could be downgraded if it fails to refinance its upcoming credit facility and debt at least 12 months prior to their maturities and its leverage, debt servicing capacity deteriorates further. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. =============== X X X X X X X X =============== [] BOOK REVIEW: Taking Charge ----------------------------- Taking Charge: Management Guide to Troubled Companies and Turnarounds Author: John O. Whitney Publisher: Beard Books Softcover: 283 Pages List Price: $34.95 Order a copy today at: http://beardbooks.com/beardbooks/taking_charge.html Review by Susan Pannell Remember when Lee Iacocca was practically a national hero? He won celebrity status by taking charge at a company so universally known as troubled that humor columnists joked their kids grew up thinking the corporate name was "Ayling Chrysler." Whatever else Iacocca may have been, he was a leader, and leadership is crucial to a successful turnaround, maintains the author. Mediagenic names merit only passing references in Whitney's book, however. The author's own considerable experience as a turnaround pro has given him more than sufficient perspective and acumen to guide managers through successful turnarounds without resorting to name-dropping. While Whitney states that he "share[s] no personal war stories" in this book, it was, nonetheless, written from inside the "shoes, skin, and skull of a turnaround leader." That sense of immediacy, of urgency and intensity, makes Taking Charge compelling reading even for the executive who feels he or she has already mastered the literature of turnarounds. Whitney divides the work into two parts. Part I is succinctly entitled "Survival," and sets out the rules for taking charge within the crucial first 120 days. "The leader rarely succeeds who is not clearly in charge by the end of his fourth month," Whitney notes. Cash budgeting, the mainstay of a successful turnaround, is given attention in almost every chapter. Woe to the inexperienced manager who views accounts receivable management as "an arcane activity 'handled over in accounting.'" Whitney sets out 50 questions concerning AR that the leader must deal with – not academic exercises, but requirements for survival. Other internal sources for cash, including judiciously managed accounts payable and inventory, asset restructuring, and expense cuts, are discussed. External sources of cash, among them banks, asset lenders, and venture capital funds; factoring receivables; and the use of trust receipts and field warehousing, are handled in detail. Although cash, cash, and more cash is the drumbeat of Part I, Whitney does not slight other subjects requiring attention. Two chapters, for example, help the turnaround manager assess how the company got into the mess in the first place, and develop strategies for getting out of it. The critical subject of cash continues to resonate throughout Part II, "Profit and Growth," although here the turnaround leader consolidates his gains and looks ahead as the turnaround matures. New financial, new organizational, and new marketing arrangements are laid out in detail. Whitney also provides a checklist for the leader to use in brainstorming strategic options for the future. Whitney's underlying theme -- that a successful business requires personal leadership as well as bricks and mortar, money and machinery -- is summed up in a concluding chapter that analyzes the qualities that make a leader. His advice is as relevant in this 1999 reprint edition as it was in 1987 when first published. John O. Whitney had a long and distinguished career in academia and industry. He served as the Lead Director of Church and Dwight Co., Inc. and on the Advisory Board of Newsbank Corp. He was Professor of Management and Executive Director of the Deming Center for Quality Management at Columbia Business School, which he joined in 1986. He died in 2013. ********* 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 2025. 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. * * * End of Transmission * * *