**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 20-F/A**

 

| **(Mark One)**                       |
|--------------------------------------|
| **o**                                |   | **Registration statement pursuant to  Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (Fee required)** |
|                                 |
| **or**                               |
|                                 |
| **ý**                           |   | **Annual report pursuant to Section 13  or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended  December 31, 2001 (No Fee required)** |
|                                 |
| **or**                               |
|                                 |
| **o**                                |   | **Transaction report pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934 for the  transaction period from N/A to N/A (No Fee required)** |
|                                 |
| **Commission file number 333-10976** |

** **

**ONO Finance Plc**

(Exact Name of Registrant asSpecified in Its Charter)

 

**England and Wales**

(Jurisdiction of Incorporationor Organization)

 

**200 Aldersgate Street, London EC1A 4JJ**

(Address of Principal ExecutiveOffices)

 

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

 

| **Title of each class** |   | **Name of each exchange on which  registered** |
|-------------------------|--------|------------------------------------------------|
| **None**                |   | **None**                                       |

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act: **None**

 

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act:

** **

**$275,000,00013% Notes Due 2009**

**€125,000,00013% Notes Due 2009**

**€200,000,00014% Notes Due 2010**

**$ 200,000,000 14% Notes Due 2011**

**€ 150,000,000 14% Notes Due 2011**

 

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

 

**50,000 OrdinaryShares**

 

Indicateby check mark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during theproceeding 12 months (or for the shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

| **(1)  N/A** |   | **(2)  N/A** |
|------------------------|--------|------------------------|

 

Indicatedby check mark which financial statement item the registrant has elected tofollow.

| Item  17 o |   | Item 18 ý |
|------------|--------|----------------|

 

 

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ONO Finance PLC (the “Company”) is a company organized under the laws ofEngland and Wales. References to the “1999 dollar notes” are to the$275,000,000 13% notes due 2009 and references to the “1999 euro notes” are tothe €125,000,000 13% notes due 2009 (together with the 1999 dollar notes, the“1999 notes”), references to the “2000 euro notes” are to the €200,000,000 14%notes due 2010 (“2000 notes”) references to the “2001 dollar notes” are to the$200,000,000 14% notes due 2011 and references to the “2001 euro notes” are tothe €150,000,000 14% notes due 2011 (together with the 2001 dollar notes, the“2001 notes”), all issued by the Company. The 1999 notes, the 2000 notes and the 2001 notes are collectivelyreferred to as the notes.

 

**Presentation of Financial and Certain Other Information**

 

Unless otherwise indicated or otherwise required by the context, allreferences in this Form 20-F to “EUR”, “euro” or “€” are to the single currency introduced at thestart of the third stage of European economic and monetary union on January 1,1999, pursuant to the Treaty establishing the European Economic Community, asamended by the Treaty on European Union, signed at Maastricht on February 7,1992. “U.S. dollars”, “dollars”, “U.S.$” or “$” are to United States dollars,the lawful currency of the United States of America.  References to “pounds” or “£” are to British pounds sterling, thelawful currency of the United Kingdom.

 

The Company maintains its accounting records and prepares its statutoryaccounts in accordance with generally accepted accounting principles in theUnited Kingdom, or U.K. GAAP. The audited financial statements of the Companyas of and for the years ended December 31, 2001, and, unless otherwiseindicated, other financial information in this Form 20-F, have been prepared inaccordance with U.K. GAAP, which differs in certain significant respects fromgenerally accepted accounting principles in the United States, or U.S. GAAP.For a discussion of the most significant differences between U.K. GAAP and U.S.GAAP and reconciliations of net income and shareholders’ equity to U.S. GAAP,see note 13 of the notes to our financial statements included elsewhere in thisForm 20-F.

 

Certain numerical figures included in the Form 20-F have been subject torounding adjustments; accordingly, numerical figures shown as totals in certaintables may not be an arithmetic aggregation of the figures which precede them.

 

**Incorporation of Certain Documents ByReference**

 

The following document filed by Cableuropa S.A., orCableuropa, with the Securities and Exchange Commission is hereby incorporatedherein by reference:

 

•                            TheAnnual Report of Cableuropa on Form 20-F dated May 10, 2002, or the CableuropaAnnual Report.

 

2

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**CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR”PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF1995.  This Annual Report on Form 20-Fcontains certain forward looking statements as defined in section 27A of theSecurities Act and in section 21E of the United States Securities Exchange Actof 1934.  These forward lookingstatements are accompanied by, and should be read in conjunction with, anexplanation of factors that could cause actual results to differ materiallyfrom those expressed as such forward looking statements.  By their nature, forward looking statementsinvolve risk and uncertainty, and the factors described in the context of suchforward looking statements, and other factors referred to in this Annual Reporton Form 20-F, particularly in Item 4. Information on the Company and Item 5.Operating and Financial Review and Prospects, could cause actual results and developmentsto differ materially from those expressed in or implied by such forward lookingstatements.  The Company is claiming thebenefits of the safe harbor provisions referred to above.**

 

The Company’sregistered office is located at 200 Aldersgate Street, London EC1A 4JJ.

 

3

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**TABLE OFCONTENTS**

 
| Item 1.  | Identity of Directors, Senior  Management and Advisors                        |
|----------|-------------------------------------------------------------------------------|
|     |                                                                          |
| Item 2.  | Offer Statistics and Expected  Timetable                                      |
|     |                                                                          |
| Item 3.  | Key Information                                                               |
|     |                                                                          |
| Item 4.  | Information on the Company                                                    |
|     |                                                                          |
| Item 5.  | Operating and Financial Review and  Prospects                                 |
|     |                                                                          |
| Item 6.  | Directors, Senior Management and  Employees                                   |
|     |                                                                          |
| Item 7.  | Major  Shareholders and Related Party Transactions                       |
|     |                                                                          |
| Item 8.  | Financial Information                                                         |
|     |                                                                          |
| Item 9.  | The Offer and Listing                                                         |
|     |                                                                          |
| Item 10. | Additional Information                                                        |
|     |                                                                          |
| Item 11. | Quantitative and Qualitative  Disclosure about Market Risk                    |
|     |                                                                          |
| Item 12. | Description of Securities Other  than Equity Securities                       |
|     |                                                                          |
| Item 13. | Defaults, Dividend Arrearages  and Delinquencies                              |
|     |                                                                          |
| Item 14. | Material Modifications to the  Rights of Security Holders and Use of Proceeds |
|     |                                                                          |
| Item 17. | Financial Statements                                                          |
|     |                                                                          |
| Item 18. | Financial Statements                                                          |
|     |                                                                          |
| Item 19. | Exhibits                                                                      |

 

4

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**PART I**

 

**Item 1****.  Identity of Directors, Senior Management andAdvisors**

 

Not applicable.

** **

**Item 2****.  Offer Statistics and Expected Timetable**

 

Not applicable.

** **

**Item 3****.  Key Information**

 

**Selected Financial Data**

 

The following selected consolidated financial and operating data has beenderived from the Company’s financial statements. You should read the data setforth below in conjunction with the financial statements and notes theretoincluded in this Form 20-F. The financial statements have been prepared inaccordance with U.K. GAAP which differs in certain significant respects fromU.S. GAAP. You can find a description of the significant differences betweenU.K. GAAP and U.S. GAAP and reconciliations in note 13 of the notes to thefinancial statements.

 

The Company was incorporated onAugust 20, 1998 and had no operations prior to its issuance of the 1999 noteson May 6, 1999.

 

***Profit and Loss Account***

 
|                                           |   | **Period  ended  December 31,(1)** |   | **Year ended  December 31,** |   | **Year ended  December 31,** |   |
|------------------------------------------------|--------|------------------------------------|--------|------------------------------|--------|------------------------------|--------|
|                                           |   | **1999**                           |   | **2000**                     |   | **2001**                     |   | **2001(1)** |   |
|                                           |   | **£**                         |   | **£**                   |   | **£**                   |   | **$** |   |
| Interest  receivable and similar income        |   | 21,783,726                         |   | 44,665,846                   |   | 86,248,879                   |   | 125,431,744 |   |
| Foreign  exchange (losses)/gains, net          |   | 29                                 |   | (11,678                      | )      | (307                         | )      | (447 | ) |
| Interest  payable and similar charges          |   | (21,767,451                        | )      | (44,620,397                  | )      | (86,189,430                  | )      | (125,345,287 | ) |
|                                           |   |                               |   |                         |   |                         |   |   |   |
| Profit  on ordinary activities before taxation |   | 16,304                             |   | 33,771                       |   | 59,142                       |   | 86,010 |   |
| Tax  on profit on ordinary activities          |   | —                             |   | —                       |   | (17,743                      | )      | (25,803 | ) |
|                                           |   |                               |   |                         |   |                         |   |   |   |
| Profit  on ordinary activities after taxation  |   | 16,304                             |   | 33,771                       |   | 41,399                       |   | 60,207 |   |
| Dividend                                       |   | —                             |   | —                       |   | (75,000                      | )      | (109,072 | ) |
|                                           |   |                               |   |                         |   |                         |   |   |   |
| Retained  profit for the period                |   | 16,304                             |   | 33,771                       |   | (33,601                      | )      | (48,865 | ) |

 

----

(1)              U.S. dollars havebeen translated at the Euro Noon Buying Rate on December 31, 2001 of £1.00 =U.S.$1.4543 solely for the convenience of the reader.

 

### ***Statement of Recognized Gains and Losses***

 
|                                                          |   | **Period  ended  December 31,(1)** |   | **Year ended  December 31,(1)** |   | **Year ended  31 December** |   |
|---------------------------------------------------------------|--------|------------------------------------|--------|---------------------------------|--------|-----------------------------|--------|
|                                                          |   | **1999**                           |   | **2000**                        |   | **2001**                    |   | **2001** |   |
|                                                          |   | **£**                         |   | **£**                      |   | **£**                  |   | **US$** |   |
|                                                          |   |                               |   |                            |   |                        |   |   |   |
| Profit  for the financial period                              |   | 16,304                             |   | 33,771                          |   | 41,399                      |   | 60,207 |   |
| Revaluation  of equity value certificates due from Cableuropa |   | 7,183,992                          |   | (3,567,713                      | )      | 39,586,078                  |   | 57,260,528 |   |
| Revaluation  of equity value certificates due to bondholders  |   | (7,183,992                         | )      | 3,567,713                       |   | (39,586,078                 | )      | (57,260,528 | ) |
|                                                          |   |                               |   |                            |   |                        |   |   |   |
|                                                          |   | 16,304                             |   | 33,771                          |   | 41,399                      |   | 60,207 |   |

 

----

(1)              TheCompany was incorporated on August 20, 1998 and had no operations prior to itsissuance of the 1999 notes on May 6, 1999.

 

5

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**Balance Sheet**

 
|                                                     |   | **As at  December 31,** |   |
|----------------------------------------------------------|--------|-------------------------|--------|
|                                                     |   | **1999**                |   | **2000** |   | **2001** |   | **2001** |   |
|                                                     |   | **£**              |   | **£** |   | **£** |   | **US$** |   |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Debtors:  receivable after more than one year            |   | 236,465,728             |   | 374,028,569 |   | 565,865,404 |   | 822,938,057 |   |
| Debtors:  receivable within one year                     |   | 20,289,928              |   | 26,135,308 |   | 108,582,822 |   | 157,911,998 |   |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Total  debtors                                           |   | 256,755,656             |   | 400,163,877 |   | 674,448,226 |   | 980,850,055 |   |
| Cash  at bank and in hand                                |   | 12,492                  |   | 12,475 |   | 23,863 |   | 34,704 |   |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Current  assets                                          |   | 256,768,148             |   | 400,176,352 |   | 674,472,089 |   | 980,884,759 |   |
| Creditors:  amounts falling due within one year          |   | (16,831,807             | )      | (22,436,726 | ) | (29,310,829 | ) | (42,626,738 | ) |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Net current assets                                       |   | 239,936,341             |   | 377,739,626 |   | 645,161,260 |   | 938,258,021 |   |
| Creditors:  amounts falling due after more than one year |   | (239,907,535            | )      | (377,677,049 | ) | (645,132,284 | ) | (938,215,880 | ) |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Net  assets                                              |   | 28,806                  |   | 62,577 |   | 28,976 |   | 42,141 |   |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Capital  and Reserves                                    |   |                    |   |   |   |   |   |   |   |
| Called  up share capital                                 |   | 12,502                  |   | 12,502 |   | 12,502 |   | 18,181 |   |
| Profit  and loss account                                 |   | 16,304                  |   | 50,075 |   | 16,474 |   | 23,960 |   |
|                                                     |   |                    |   |   |   |   |   |   |   |
| Equity  shareholders’ funds                         |   | 28,806                  |   | 62,577 |   | 28,976 |   | 42,141 |   |

 

**U.S. GAAP Data:**

 
|                       |   | **As at  December 31,** |   |
|----------------------------|--------|-------------------------|--------|
|                       |   | **1999**                |   | **2000** |   | **2001** |   | **2001** |   |
|                       |   | **£**              |   | **£** |   | **£** |   | **US$** |   |
|                       |   |                    |   |   |   |   |   |   |   |
| Net  income                |   | 16,304                  |   | 33,771 |   | 41,399 |   | 60,207 |   |
| Shareholders’  Equity |   | 28,806                  |   | 62,577 |   | 103,976 |   | 151,212 |   |

 

**Exchange Rates**

 

Foryour convenience, this Annual Report contains certain translations of the poundinto U.S. dollars based on the noon buying rate. The noon buying rate is thenoon buying rate in New York City for cable transfers in foreign currencies ascertified for customs purposes by the Federal Reserve Bank of New York. Thetable below provides, for the periods indicated, the period-end, average, highand low exchange rates between the pound and the U.S. dollar, expressed indollars per pound, based on the noon buying rate. These rates have beenprovided for your convenience and they are not the exchange rates used toprepare the financial statements included in this Annual Report. On June 28,2002, the noon buying rate was U.S.$1.5245 = £1.00.

 
| **Year ended December 31,** |   | **High**                |   | **Low** |   | **Average Rate(1)** |   | **End of Period** |   |
|-----------------------------|--------|-------------------------|--------|---------|--------|---------------------|--------|-------------------|--------|
|                        |   | **(dollars per pound)** |   |
| 2001                        |   | 1.6538                  |   | 1.4005  |   | 1.4382              |   | 1.4543            |   |
| 2000                        |   | 1.6520                  |   | 1.3997  |   | 1.5120              |   | 1.4955            |   |
| 1999                        |   | 1.6720                  |   | 1.5558  |   | 1.6172              |   | 1.6150            |   |
| 1998                        |   | 1.7222                  |   | 1.6114  |   | 1.6573              |   | 1.6628            |   |

 

----

(1)             Theaverage rates for each period reflect the average of the noon buying rates onthe last business day of each month during the relevant period.

 

6

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Thetable below sets forth the high and low exchange rates between the pound andthe dollar expressed in dollars per pound, for the six months ending June 30,2002.

 

|     |   | **High**                      |   | **Low** |   |
|----------|--------|-------------------------------|--------|---------|--------|
|     |   | **(U.S.  dollars per pound)** |   |
|     |   |                          |   |    |   |
| **2002** |   |                          |   |    |   |
| June     |   | 1.5285                        |   | 1.4574  |   |
| May      |   | 1.4676                        |   | 1.4474  |   |
| April    |   | 1.4592                        |   | 1.4310  |   |
| March    |   | 1.4287                        |   | 1.4146  |   |
| February |   | 1.4322                        |   | 1.4117  |   |
| January  |   | 1.4482                        |   | 1.4074  |   |

 

**Risk Factors**

*** ***

***We are a special purpose financingentity with no independent operations***

 

TheCompany is a special purpose financing entity with no business operations otherthan the issuance of debt securities, including the notes and the lending ofthe proceeds of such offerings to the note guarantors under the multi-borrowercredit facilities, or similar agreements in the future. We will rely onpayments the note guarantors must make under the multi-borrower creditfacilities to provide the funds necessary for it to pay principal and intereston the notes and to pay its other expenses. Therefore, we are subject to allrisks to which the ONO Group (as defined in Item 4. “Information on the Company- Business Overview”) are subject, to the extent such risks could limit itsability to satisfy its obligations under the multi-borrower credit facilities.

 

For a discussion of other risk factors affecting thenotes and the operations of the business of the ONO Group, see Item 3 of theCableuropa Annual Report.

** **

**Item 4****.  Information on the Company**

** **

**History and Development of the Company**

 

The Company was incorporated onAugust 20, 1998 as a public limited company with limited liability under thelaws of England and Wales. Our registered office is at 200 Aldersgate Street,London EC1A 4JJ and our phone number is +44 20 7600 1000.  We are registered as a company with theRegistrar of Companies for England and Wales with company number 3619149. Ourauthorized and issued share capital is £50,000 divided into 50,000 ordinaryshares with a par value of one pound each, of which two fully-paid shares and49,998 shares paid up to one quarter have been issued.

** **

**Business Overview**

 

Ourprincipal purpose is to finance the business operations of Cableuropa and itssubsidiaries. We have conducted no operations since we were established andwill have no subsidiaries or significant businesses other than the issuance ofdebt securities and are not expected to produce any income except paymentsreceived from Cableuropa and its subsidiaries under a multi-borrower creditfacility.

 

7

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**Organizational Structure**

 

ONOFinance (Holdings) plc, an English private limited company, holds 98% andCableuropa, S.A. holds the remaining 2% of the share capital of the Company.ONO Holdings has a share capital of one pound consisting of a single share ofpar value one pound and its sole shareholder is Royal Exchange Trust CompanyLimited, a professional trust corporation which holds this share under theterms of an English law charitable trust.

 

Cableuropa,a Spanish corporation and one of the major shareholders is the holding companyfor the ONO Group, which is made up of Cableuropa’s five Spanish cabletelevision and telecommunication subsidiaries, its Portuguese subsidiary, itscompetitive local exchange carrier subsidiary, ONONet, its Internet subsidiary,ONOLab and its advanced business services subsidiary ONO Service Provider.

 

Foradditional discussion regarding the structure of the ONO Group and Cableuropa’ssubsidiaries, see Item 4 of Cableuropa’s Annual Report.

** **

**Property, Plants and Equipment**

 

We do not own, lease, orotherwise occupy any property.

** **

**Item 5****.  Operating and Financial Review and Prospects**

 

The Company is a specialpurpose financing vehicle created to finance the business operations ofCableuropa and its subsidiaries.  Wehave conducted no operations since we were established and will have nosubsidiaries or significant businesses other than the issuance of debtsecurities and are not expected to provide any income except payments receivedfrom Cableuropa and its subsidiaries under a multi-borrower credit facility.Our only significant business in 2001 was our issuance of the 2001 notes onFebruary 2, 2001, in 2000 our issuance of the 2000 notes on June 30, 2000, andin 1999 our issuance of the 1999 notes on May 6, 1999.  We conducted no operations in 1998 or in anyearlier period.  We believe that our current working capital is sufficient for ourpresent requirements.

** **

**Item 6****.  Directors, Senior Management and Employees**

** **

**Directors**

 

The following table shows information regarding our directors:

 
| **Name**              |   | **Age** |   | **Title** |   | **Member of  Board  of Director Since** |   | **Termination** |   |
|-----------------------|--------|---------|--------|-----------|--------|-----------------------------------------|--------|-----------------|--------|
| Bryan  Donald Needham |   | 60      |   | Director  |   | 1999                                    |   | 2009            |   |
| Peter  Michael Hills  |   | 48      |   | Director  |   | 2000                                    |   | 2009            |   |

 

**Bryan Donald Needham**,is a Director of Capita IRG Trustees Limited and its subsidiary, Royal ExchangeTrust Company Limited, which administer a wide range of Corporate Trustsincluding Securitisations.  Mr Needhamis a Director of a number of Companies through the involvement of Capita IRGTrustees Limited in securitizations (see below).

 

8

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**Peter Michael Hills**,is a Manager of Capita IRG Trustees Limited and its subsidiary, Royal ExchangeTrust Company Limited, which administer a wide range of Corporate Trustsincluding Securitisations.  Mr Hills isa Director of a number of Companies through the involvement of Capita IRGTrustees Limited in securitizations (see below).

 

The following table shows information regarding themain activities currently undertaken by our directors outside the Company:

 
| **Name**             |   | **Main Activities outside ONO  Finance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Bryan Donald Needham |   | Mr. Needham serves as a  director for the following companies: Gracechurch Mortgage Finance (No.3)  Plc, Gracechurch Mortgage Trustee (No.1) Limited, Gracechurch Mortgage  Trustee (No.2) Limited, Prospect 1 Receivables Trustee Limited, Prospect  Heights (Holdings) Limited, Prospect 1 Plc, Residential Property Securities  No.4 Plc, East West Holdings Limited, Maple Mortgage Holdings Limited, Maple  Mortgage Securities No.1 Plc, Guaranteed Export Finance Corporation Plc,  First Securitisation Company Limited, Gracechurch Mortgage Finance Plc, GRE  Trust Company (Ireland) Limited, Gracechurch Mortgage Finance (No.2) Plc,  Gracechurch Mortgage (Holdings) Limited, Gracechurch Receivable (Holdings)  Limited, Gracechurch Receivable Trustee Limited, Gracechurch Personal Loan  Finance (No.1) Plc, Lothbury Funding No.1 Plc, Sarfu Limited, Residential  Property Securities No.3 Plc, L.A.B Investments Plc, L.A.B Investments  (Holdings) Limited, Royal Exchange Trust Company (Jersey) Limited, Interm  Limited, HGV Co. Limited, Framleypark Limited, Residual Value Limited,  Framleyhurst Limited, Royal Exchange Trust Company, (Guernsey) Limited,  Prospect 2 Receivables Trustee Limited, Prospect 2 Plc, Merrion Square  (Holdings) Limited, Ireland Residential Securitised Home Mortgages (No.1)  Plc, Thames Asset Global Securitisation No.1 PLC, Prospect 3 plc, Prospect 3  Receivables Trustee Limited, Residential Mortgage Securities Limited,  Residential Mortgage Securities No 1 plc, Residential Mortgage Securities  Options Limited, Housing Association Finance Corporation No 1 plc, H A  Funding Limited, Finance for Residential Social Housing (Holdings) Limited,  Finance For Residential Social Housing plc, Orchardbrook Limited, Residential  Mortgage Securities 2 plc, RMS 2 Limited, RMS 2 Options Limited, Opus Master  Receivables Trustee Limited, Opus Series 1 Plc, Residential Property  Securities No.5 PLC, Royal Exchange Trust Company (BG) Limited, Aire Valley  Finance Plc, Residential Mortgage Securities 3 plc, RMS 3 Limited, RMS 3  Options Limited, Spicedeck Limited, Mortgage Express Hldgs, Mortgage Express  No.2, HSMS, Silhouette Mortages Ltd, Finance for Mortgages, Limited, Scotlife  Home Loans (No.2) Limited, Orvieto Limited, Burra Limited, The Money Store  Sterling No.1 plc, The Higher Education, Securitised Investment Series No.1  plc, Finance For Higher Education Limited, The Higher Education Securitised  Investments Series (Holdings) Limited, Southern Pacific Securities A plc,  Southern Pacific A Ltd, SP Options Limited, RMS 4 Options Limited, RMS 4  Limited, Residential Mortgage Securities 4 plc, Meridian VAT Trustees  Limited, Royal Exchange Trust Company (BPP) Limited, Leek Finance Number, Two  plc, Prospect 4 Plc, Prospect 4 Receivables, Trustee Limited, FAB Funding  (UK) Limited, Hotel Securitisation Holdings Limited, Hotel Securitsation, (No  1) Plc, Wisteria Finance Limited, RMS 5 Limited, Residential Mortgage,  Securities 5 plc, Southville Funding, Limited, RSL Finance (No 1) plc, Leek  Finance Holdings, Number Two Limited, Royal Exchange Trust Company, (AOC)  Limited, RSL Finance Holdings Limited, Royal Exchange, Trustee Nominees,  Limited, RMS 5 Options Limited, ONO Finance (Holdings) Limited, Non-Conforming  Mortgages, 1 plc, Morgan Stanley, Mortgage Finance, (Broadgate) PLC, Tussauds  Finance, Limited, Residential Mortgage Securities 6 plc, RMS 6 Limited, RMS 6  Options Limited, Investors Finance, Company PLC, Investors Finance, Company  (Holdings), Limited, Southern Pacific, Securities C plc, City Aviation  Limited, Mortgages No1 (Holdings) Limited, Mortgages No1 (Options) Limited,  Mortgages No1 plc, Mortgages No1 (notes) Limited, Residential Mortgage  Securities 7 Plc, RMS 7 Limited, RMS 7 Options Limited, Platform Home Loans  Holdings Ltd, Platform Home Loans Options Ltd, St James’ Park Limited, Zincor  Limited, Gracechurch Card (Holdings) Limited, Gracechurch Card Funding (No.1)  PLC, Platform Home Loans No.1 PLC, Paternoster Securitisations Options Limited,  Paternoster Securitisations Holdings Limited, Paternoster Securitisation No.1  PLC, Millennium Link Trust, Barclaycard Funding PLC, Leek Finance Number Four  Limited, Leek Finance Holdings Number Four Limited, Leek Finance Number Three  Limited, Leek Finance |

 

9

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|                |   | Holdings Number Three  Limited, Prospect 5 plc, Prospect 5 Receivables Trustee Limited, Winkfield  Funding plc, Tussauds Intermediate Holdings Limited, Residential Mortgage  Securities 8 plc, RMS 8 Limited, RMS 8 Options Limited, Upton Funding  Limited, Gallaher Asset Finance 2000, Capita IRG Trustees (Nominees) Limited,  Capita IRG Trustees Limited, Cirsa Finance plc, Cirsa (Holdings) Limited,  Monument Securitisation No1 Plc, Monument Options No1 Limited, Monument MT  No1 Limited, Monument Securitisation Holdings Limited, Residential Mortgage  Securities 9 Plc, RMS 9 Limited, RMS 9 Options Limited, Platform Home Loans  Options No2 Limited, Platform Home Loans Holdings No 2 Limited, Platform Home  Loans No 2 Plc, Mortgages No2 Dacs Limited, Mortgages No 2 (Options) Limited,  Mortgages No 2 (Holdings) Limited, Mortgages No 2 Plc, Aire Valley Trustees  (No 2) Limited, Aire Valley Finance (No 2) plc, Prospect 6 plc, Prospect 6  (Jersey) Limited, RMS 10 Limited, RMS 10 Options Limited, and Residential  Mortgage Securities 10 plc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Peter Michael Hills |   | Mr. Hills serves as a  director for the following companies: Upton Funding Limited, Prospect 3 plc,  Prospect 3 Receivables Trustee Limited, Prospect Heights (Holdings) Limited,  Prospect 1 Receivables Trustee Limited, Prospect 1 plc, Prospect 2 plc,  Prospect 2 Receivables Trustee Limited, Prospect 5 plc, Prospect 5  Receivables Trustee Limited, Winkfield Funding, Prospect 4 Receivables  Trustee Limited, Prospect 4 Plc, Opus Series 1 plc, Opus Master Receivables  Trustee Limited, East West Holdings Limited, Gallaher Asset Finance 2000  Limited, St James’ Park Finance Limited, Housing Association Funding PLC, H A  Funding Limited, Investor Finance Company PLC, Investors Finance Company  (Holdings) Limited, Aire Valley Finance Plc, Spicedeck Limited, RMS 8  Limited, Residential Mortgage Securities 8 plc, RMS 8 Options Limited,  Residential Mortgage Securities 1 plc, RMS Options Limited, Residential  Mortgage Securities Limited, RMS 2 Limited, RMS 2 Options Limited,  Residential Mortgage Securities 2 plc, Residential Mortgage Securities 3 plc,  RMS 3 Options Limited, RMS 3 Limited, RMS 4 Limited, RMS 4 Options Limited,  Residential Mortgage Securities 4 plc, RMS 5 Options Limited, RMS 5 Limited,  Residential Mortgage Securities 5 plc, RMS 6 Options Limited, Residential  Mortgage Securities 6 plc, RMS 6 Limited, RMS 7 Options Limited, Residential  Mortgage Securities 7 plc, RMS 7 Limited, Platform Home Loans Holdings Ltd,  Platform Home Loans Options Limited, Platform Home Loans No1 Plc, L.A.B.  Investments Plc, L.A.B Investments (Holdings) Limited, Plum Sterling No. 1  Plc, Leek Finance Number Two plc, Leek Finance Holdings Number Two Limited,  Leek Finance Number Three Limited, Leek Finance Holdings Number Three  Limited, Leek Finance Number Four Limited, Leek Finance Holdings Number Four  Limited, Finance for Residential Social Housing (Holdings) Limited, Finance  For Residential Social Housing plc, Orchardbrook Limited, Thames Asset Global  Securitisation No 1 PLC, The Higher Education Securitised Investment Series  No 1 plc, Finance For Higher Education Limited, The Higher Education  Securitised Investments Series (Holdings) Limited, RSL Finance (No 1) plc,  RSL Finance Holdings Limited, Non-Conforming Mortgages 1 plc, Southville  Funding Limited, Residential Property Securities No.3 Plc, Residential  Property Securities No.4 Plc, Residential Property Securities No.5 Plc,  Morgan Stanley Mortgage Finance (Broadgate) PLC, Southern Pacific A Limited,  SP Options Limited, Southern Pacific Securities A plc, Southern Pacific  Securities C plc, Non Conforming Mortgages 1 Plc, Paternoster Securitisation  No 1 plc, Paternoster Securitisations Options Limited, Paternoster  Securitisations Holdings Limited, Cirsa Finance plc, Cirsa (Holdings)  Limited, ONO Finance (Holdings) Limited, Guaranteed Export Finance  Corporation Plc, First Securitisation Company Limited, Gracechurch Receivable  (Holdings) Limited, Gracechurch Receivable Trustee Limited, Gracechurch  Mortgage Finance Plc, Gracechurch Mortgage (Holdings) Ltd, Gracechurch  Personal Loan Finance (No.1) Plc, Gracechurch Mortgage Trustee (No 1)  Limited, Gracechurch Card ( Holdings) Limited, Gracechurch Card Funding (No  1) PLC, Gracechurch Mortgage Trustee (No 2) Limited, Gracechurch Mortgage  Finance (No 2) Plc, Gracechurch Mortgage Finance (No 3) Plc, Barclaycard  Funding PLC, Monument Securitisation No1 Plc, Monument Options No1 Limited,  Monument MT No1 Limited, Monument Securitisation Holdings Limited, FAB  Funding (UK) Limited, Framleyhurst limited, Framleypark Limited, HGV Co.  Limited, Interm Limited, Residual Value Limited, Residential Mortgage  Securities 9 Plc, RMS 9 Limited, RMS 9 Options Limited, Hotel Securitisation  Holdings Limited, Hotel Securitisation (No 1) plc, Platform Home Loans  Options No2 Limited, Platform Home Loans Holdings No 2 Limited, Platform Home  Loans No 2 Plc, Mortgages No2 Dacs Limited, Mortgages No 2 (Options) Limited,  Mortgages No 2 (Holdings) Limited, Mortgages No 2 Plc, Sarfu |

 

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|   |   | limited, Aire Valley  Finance (No 2) plc, Aire Valley Trustees (No 2) Limited, Mortgages No1  (Holdings) Limited, Mortgages No1 (Options) Limited, Mortgages No1 plc,  Mortgages No1 (notes) Limited, Prospect 6 plc, Prospect 6 (Jersey) Limited,  Maple Mortgage Holdings Limited, Maple Mortgage Securities No.1 Plc, RMS 10  Limited, Residential Mortgage Securities 10 plc, and RMS 10 Options Limited |
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**Compensation**

 

Forthe year ended December 31, 2001, the aggregate compensation of the directorsand executive officers of the Company consisted of a nominal administrative feeto Royal Exchange Trust Company Limited.

** **

**Board Practices**

 

Thereis no current provision to provide compensation to our directors upontermination.

**Employees**

 

We do not have any employees.

** **

**Item 7****.  Major Shareholders and Related PartyTransactions**

 

**Major Shareholders**

 

ONO Holdings, an Englishprivate limited company, holds 49,991 shares, or 98% and Cableuropa holds theremaining share, or two percent of our share capital. ONO Holdings has a sharecapital of one pound consisting of a single share of par value one pound andits sole shareholder is Royal Exchange Trust Company Limited, a professionaltrust corporation which holds this share under the terms of an English lawcharitable trust.

 

ONO Holdings’ articles ofassociation and its memorandum of association:

 

•                                          limitONO Holdings’ activities to borrowing funds from Cableuropa to purchase andhold shares of the Company, as well as other activities incidental thereto;

 

•                                          prohibitthe transfer of ONO Holdings’ shares to any party other than to Royal ExchangeTrust Company Limited, to be held under the terms of the charitable trust, orto Cableuropa;

 

•                                          prohibitthe transfer of the issuer’s shares held by ONO Holdings to any party otherthan Royal Exchange Trust Company Limited, or Cableuropa; and

 

•                                          prohibitONO Holdings from issuing any securities, other than the initial issuance ofits share capital to Royal Exchange Trust Company Limited, or otherwise toincur any indebtedness, other than a loan from Cableuropa sufficient to coverthe costs of purchasing the shares of the issuer and costs incidental to themaintenance of ONO Holdings and the Company.

 

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**Related Party Transactions**

 

***Multi-Borrower Credit Facilities***

 

We and the note guarantors,i.e., Cableuropa and all of its subsidiaries other than ONONet, ONOLab andtheir respective subsidiaries, have entered into the multi-borrower creditfacilities, pursuant to which we have lent to the note guarantors, i.e., theborrowers, an amount equal to the gross proceeds of the offering of each of ournotes. A portion of the gross proceeds of the offering of each of our notes hasbeen applied, on the instructions of the borrowers to pay us an up-front feewhich enabled us to pay the fees and commissions and other expenses of therelevant offering. The borrowers have appointed Cableuropa to act as theiragent in connection with the multi-borrower credit facilities.

* *

*Principal, Maturity and Interest*

 

The multi-borrower creditfacilities specify the amount of initial loans provided on the closing date tothe borrowers. Thereafter, at Cableuropa’s discretion as agent, loans may beprepaid by a borrower so long as such amount is reborrowed immediately byanother borrower. Thus the multi-borrower credit facilities will remain fullydrawn during their term and the note guarantors will at all times untilrepayment owe the full principal amount on the notes. Amounts drawn under themulti-borrower credit facilities accrue interest at fixed rates which match theprincipal and interest accrued on the notes. Amounts due under themulti-borrower credit facilities will be payable by the borrowers to us inorder that we, upon receipt of such amounts, will be able to satisfy itsobligations to pay principal and interest on the notes. Amounts due under themulti-borrower credit facilities are payable to us concurrently with ourobligations to make payments in respect of the notes. Accordingly, the multi-borrowercredit facilities contain provisions that match the optional and compulsoryredemption provisions contained in the indentures. In addition, themulti-borrower credit facilities provide for a loan fee to be charged to theborrowers, which will be used to pay our corporate maintenance and otherexpenses. The multi-borrower credit facilities also provide for the payment ofsuch additional amounts as may be necessary so that the net amount we receivewill not be less than amounts which we are entitled to receive if certain taxesor other payments were not required.

* *

*Joint and Several Liability of theBorrowers*

 

Underthe multi-borrower credit facilities, the borrowers are jointly and severallyliable to us to pay principal, interest and any other amounts due.

*** ***

***Additional Related Party Transactions***

 

Fora discussion of additional transactions between the Company and ONO Holdingsand Cableuropa, see Item 10 “Material Contracts” of the Cableuropa AnnualReport.

** **

**Item 8****.  Financial Information**

 

See pages F-1 through F-17.

 

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**Item 9****.  The Offer and Listing**

 

**Markets**

 

Thereis no established trading market for the equity securities of the Company.

** **

**Item 10****.  Additional Information**

 

**Memorandum and Articles of Association**

 

***Objects and Purposes***

 

Our articles ofassociation and memorandum of association were adopted on February 3, 1999 andstate that our purpose is to (and our activities are limited to) issue thenotes, or other debt securities in the future, and lend the proceeds of thenotes to the note guarantors, as well as other activities relating to theissuance of the notes and lending the proceeds of the notes.

 

***Conflict-of-Interest Transactions***

 

Under the U.K. CompaniesAct 1985, or the Act, it is the duty of a director who is in any way, whetherdirectly or indirectly, interested in a contract or proposed contract with thecompany to declare the nature of its interest at a meeting of the directors ofthe company.  Such declaration shall bemade at the meeting of directors at which the question of entering into thecontract is first considered or, if the director is not at that time theninterested, at the next meeting of the directors held after he became sointerested.  This is backed up in ourarticles of association.

 

Our articles ofassociation further state that a director may not vote on or be counted in thequorum in relation to resolutions of the board or of the committee of the boardconcerning a contract, arrangement, transaction or proposal to which we are orare to be a party and in which we have an interest which is, to our knowledge,a material interest other than in certain specified circumstances.

 

***Election of Directors***

 

Directorsmay be appointed by ordinary resolution of the Company or by the board. Adirector appointed by the board holds office only until the dissolution of thenext annual general meeting after his appointment (unless he is reappointedduring that meeting).

 

***Director Qualifications***

 

Our articles ofassociation provide that no person is incapable of being appointed a directorby reason of having reached the age of 70. This disapplies section 293 of the Act that provides that no person iscapable of being appointed a director of a company if, at the time of theappointment, he has attained the age of 70. According to our articles ofassociation, the directors are not required to hold our shares.

*** ***

***Calling a Shareholders’ Meeting***

 

The directors are obligedto call an annual general meeting once in each calendar year.  Additionally, the board must convene anextraordinary general meeting immediately on receipt of a written request fromshareholders holding at least 10% of our shares, in accordance the Act.

 

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The directors are obligedto take action to convene the meeting within 21 days and the meeting must beheld within 28 days of the notice of meeting being sent out *i.e.*the maximum permitted delay between receipt of the requisition and day of themeeting is seven weeks.  If thedirectors do not take the required action the requisitionists themselves cancall their meeting and the meeting must take place within three months of thedate of the original request.

*** ***

***Shareholders’ Meetings***

 

The directors are obligedto call an annual general meeting once in each calendar year.  Subject to any special terms as to voting onwhich shares have been allotted or issued, at a general meeting everyshareholder present in person has, on a show of hands, one vote.  Every shareholder present in person or byproxy has, on a poll, one vote for every share of which it is the holder.

 

The quorum for a general meeting is two shareholderspresent in person or by proxy and entitled to vote.

 

***Vote Required for Extraordinary Transactions***

 

Shareholders can act byordinary resolution (simple majority) unless required by the Act or ourarticles of association to pass another type of resolution.  The Act insists that for certain decisionsonly a certain type of resolution is adequate *e.g.* a special resolution isneeded to change the name or articles of association of a company.  A special resolution requires a 75% majorityfor it to be passed.  This means that onsuch a vote, by a show of hands, at least a quarter of the number ofshareholders present must vote in favor, and by a poll, 75% of the votes ofthose shareholders or their proxies present and voting must be in favor of theresolution. The main occasion on which an extraordinary resolution is requiredoccurs when the shareholders wish to pass a resolution to put the Company intovoluntary liquidation.

 

***Dividends***

 

Subjectto the provisions of the Act, we may by ordinary resolution declare dividendsto be paid to shareholders in accordance with their respective rights andinterests, provided that no dividend may exceed the amount recommended by theboard.

 

***Shareholder Actions by Written Consent***

 

Our articles ofassociation provide that a resolution in writing executed by or on behalf ofeach shareholder who would have been entitled to vote upon it if it had beenproposed at a general meeting at which he was present is as effective as if ithad been passed at a general meeting of the Company duly convened and held.

 

***Shareholders’ Proposals***

 

Under the Act anyshareholder(s) owning 5% or more of our shares has/have the right to have anitem placed on the agenda for an annual general meeting.  The request must be given to us in writingsix weeks prior to the annual general meeting. The requisition must be signed and left at our registered officetogether with a sum of money to cover our expenses (although the generalmeeting may later vote that this sum of money be returned).

 

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***Voting Rights***

 

TheArticles include provisions to the following effect:

 

•                  on a show of hands every member at a generalmeeting who (being an individual) is present in person, or (being acorporation) is present by a representative, has one vote;

 

•                  on a poll every member present in person orby proxy or by representative has one vote for each share of which he is theholder; and

 

•                  in the case of joint holders, the vote ofthe person whose name stands first in the register of members and who tenders avote is accepted to the exclusion of any votes tendered by any other jointholders.

 

At a general meeting, aresolution put to the vote of the meeting is decided by a show of hands unless(before or on the declaration of the result of the show of hands) a poll isproperly demanded. Unless a poll is demanded and the demand is not withdrawn, adeclaration by the chairman that the resolution has been carried, or carried bya particular majority, or lost or not carried by a particular majority, isconclusive evidence of the fact without proof of the number or proportion ofthe votes recorded in favor of or against the resolution.

 

Subject to the Acts, apoll may be demanded on any question by:

 

•                  thechairman of the meeting;

 

•                  notless than five members present in person or by proxy and entitled to vote;

 

•                  amember or members present in person or by proxy representing in aggregate notless than one-tenth of the total voting rights of all the members having theright to vote at the meeting; or

 

•                  amember or members present in person or by proxy holding shares conferring aright to vote at the meeting, being shares on which an aggregate sum has beenpaid up equal to not less than one-tenth of the total sum paid up on all theshares conferring that right.

 

***Limitations on Share Ownership***

 

Our articles ofassociation and memorandum of association prohibit the transfer of our sharesto any party other than ONO Holdings, Royal Exchange Trust Company Limited, tobe held under the terms of the charitable trust, or Cableuropa.

 

***Changes in Capital***

 

Wemay by way of ordinary resolution passed at our general meeting:

 

•                  increase our share capital by a sum to bedivided into shares of an amount prescribed by the resolution;

 

•                  consolidate and divide all or any of ourshare capital into shares of a larger amount;

 

•                  subject to the Acts, sub-divide all or partof our shares into shares of a smaller amount and may by the resolution decidethat the shares resulting from the sub-

 

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divisionhave among themselves a preference or other advantage or be subject to a restriction;and

 

•                  cancel any shares which have not, at thedate of the ordinary resolution, been taken or agreed to be taken by a personand diminish the amount of our share capital by the amount of the shares socancelled.

 

Subjectto the Acts and the rights attached to existing shares, we may also:

 

•                  by special resolution, reduce our sharecapital, any capital redemption reserve or shares premium account; and

 

•                  subject to the requirements of the UKListing Authority, purchase, or agree to purchase in the future, our ownshares.

 

***Variation of Rights***

 

Subjectto the Acts, whenever our share capital is divided into different classes ofshares, all or any of the rights for the time being attached to any class ofshares may be varied, as provided by those rights or, if there is no suchprovision, then either with the consent in writing of the holders of at leastthree-fourths in nominal value of the issued shares of that class or with thesanction of an extraordinary resolution passed at a separate general meeting ofthe holders of the issued shares of that class validly held in accordance withthe Articles. The rights attached to a class of shares are not, unlessotherwise expressly provided by those rights, deemed to be varied by thecreation, allotment or issue of further shares ranking equally with orsubsequent to them or by the purchase or redemption by us of our own shares inaccordance with the Acts and the Articles.

 

**Material Contracts**

 

Fora discussion of the material contracts affecting the Company and the ONO Group,see Item 10 of the Cableuropa Annual Report.

 

**Exchange Controls**

 

There are no foreign exchange controls currently in force that restrictthe import or export of capital or that affect the remittance of interest orother payments to holders of notes who are non-residents of the United Kingdom.

 

There are no limitations relating to non-residents of the United Kingdomon the right to be a holder of, or to vote in respect of the notes underEnglish law currently in force or in the Company’s memorandum or articles ofassociation.

 

**Taxation**

 

The following summary describes certain U.K. tax consequences of theownership of the notes as of the date of filing this Form 20-F but does notpurport to be comprehensive. It relates only to the position of the persons whoare the absolute beneficial owners of their notes, and may not apply to specialsituations, such as those of dealers in securities. Furthermore, the discussionbelow is based upon the provisions of the U.K. tax laws and U.K. Inland Revenuepractice as of the date of this Annual Report, and such provisions may berepealed, revoked or

 

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modified (possibly with retrospective effect) soas to result in U.K. tax consequences different from those discussed below.Persons considering the purchase, ownership or disposition of notes shouldconsult their tax advisers concerning U.K. tax consequences in the light oftheir particular situations as well as any consequences arising under the lawof any other relevant tax jurisdiction. No representations with respect to thetax consequences to any particular holder of notes are made hereby.

 

***Withholding Tax on Interest on the Notes***

 

The notes will constitute “quoted Eurobonds” within the meaning ofsection 124 of the Income and Corporation Taxes Act 1988 (the “ICTA”), providedthey are and continue to be listed on a “recognized stock exchange” within themeaning of section 841 of the ICTA (the Luxembourg Stock Exchange is currentlyso recognized). Accordingly, if the notes are quoted Eurobonds, payments ofinterest on the notes may be made without withholding on account of U.K. incometax.

 

In other cases, an amount on account of U.K. income tax at the lower rate(currently 20%) must be withheld from interest payments, subject to anydirection to the contrary by the Inland Revenue under an applicable doubletaxation treaty or to such relief as may be available in circumstances wherethe exemption for payments between certain companies provided for in the U.K.Finance Act 2001.

 

***Withholding Tax on Payments by NoteGuarantors***

 

If any of the note guarantors makes any payments in respect of intereston notes (or other amounts due under such notes other than the repayment ofamounts subscribed for the notes) such payments may be subject to U.K.withholding tax unless relief is available under the provisions of anapplicable double taxation treaty and the Inland Revenue has directed the noteguarantor to make the payment without withholding tax. Such payments by the noteguarantors may not be eligible for the exemptions from withholding taxdescribed above.

 

***Withholding Tax on Special Interest***

 

Payments of special interest may be subject to deduction of U.K. incometax at the lower rate subject to such relief as may be available under theterms of any applicable double tax treaty.

 

*Provision of Information*

 

Noteholders who areindividuals should note that where any interest on notes is paid to them (or toany person acting on their behalf) by the issuer or any person in the UnitedKingdom acting on behalf of the issuer, such as a paying agent, or is receivedby any person in the United Kingdom acting on behalf of the relevant noteholder(other than solely by clearing or arranging the clearing of a cheque), such asa collecting agent, then the issuer,****the paying agent or the collecting agent(as the case may be) may, in certain cases, be required to supply to the UnitedKingdom Inland Revenue details of the payment and certain details relating tothe noteholder (including the noteholder’s name and address). These provisionswill apply whether or not the interest has been paid subject to withholding ordeduction for or on account of United Kingdom income tax and whether or not thenoteholder is resident in the United Kingdom for United Kingdom taxationpurposes.  Where the noteholder is notso resident, the details provided to the

 

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United Kingdom Inland Revenue may, in certain cases, be passed by theUnited Kingdom Inland Revenue to the tax authorities of the jurisdiction inwhich the noteholder is resident for taxation purposes.

 

For the abovepurposes, “interest” should be taken, for practical purposes, as includingpayments made by a guarantor in respect of interest on notes.

 

With effect fromApril 6, 2002 the provisions referred to above may also apply, in certaincircumstances, to payments made on redemption of any notes issued at an issueprice of less than 100% of their principal amount.

 

***Other Rules Relating to U.K. WithholdingTax on the Notes***

 

Notes may be issued at an issue price of less than 100% of theirprincipal amount.  Any discount elementon any such notes will not be subject to any U.K. withholding tax pursuant tothe provisions mentioned above, but may be subject to the provision ofinformation requirements referred to above.

 

The references to “interest” above mean “interest” as understood in U.K.tax law. The statements above do not take any account of any differentdefinitions of “interest” or “principal” which may prevail under any other lawor which may be created by the terms and conditions of the notes or any relateddocumentation.

 

***Taxation by Direct Assessment ofNoteholders***

 

Notwithstanding that interest is received subject to deduction of incometax, noteholders who are resident in the U.K. for tax purposes or holders whoare non-resident and carrying on a trade, profession or vocation in the U.K.through a branch or agency, may be liable to pay further tax on the interestreceived. Certain holders may be entitled to a refund of all or part of the taxdeducted depending on their individual circumstances.

 

Where the interest is paid without withholding or deduction, the interestwill not be assessed to U.K. tax in the hands of holders of the notes who arenot resident in the U.K., except where such persons are carrying on a trade,profession or vocation in the U.K. through a branch or agency in connectionwith which the interest is received or to which the notes are attributable. Insuch a case (subject to exemptions for interest received by certain categoriesof agent) tax may be levied on the U.K. branch or agency.

 

***Ownership and Disposal (includingRedemption) of the Notes by U.K. Corporation Tax Payers***

 

In general holders which are within the charge to U.K. corporation taxwill be charged to tax on all returns and fluctuations in value of the notesbroadly in accordance with their statutory accounting treatment. Such holderswill generally be charged to tax in each accounting period by reference to interest(and discount) accrued in that period and any profit or loss which, inaccordance with such holders’ authorized accounting method, is applicable tothat period.

 

***Ownership and Disposal (including Redemption) of the Notesby the other U.K. Tax Payers***

 

A transfer of a note byan individual noteholder who is resident or ordinarily resident for taxpurposes in the United Kingdom, or who carries on a trade in the United Kingdom

 

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through a branch or agency to which the note is attributable, may giverise to a charge to tax on income, under rules known as the “accrued incomescheme”, in respect of an amount representing interest on the note which hasaccrued from the last interest payment to the time of transfer.

 

An individual noteholderwho is resident or ordinarily resident in the United Kingdom, or who carries ona trade, profession or vocation in the United Kingdom through a branch oragency to which the note is attributable, may be subject to United Kingdomtaxation on disposal or redemption of a note. However in calculating any chargeable gain (or allowable loss) on thetransfer of a note, the consideration for disposal of the note will be reducedby any amount on which the noteholder is chargeable to income tax on thetransfer under the accrued income scheme as described in the precedingparagraph.

 

***Stamp Duty and Stamp Duty Reserve Tax(“SDRT”) on the Notes***

 

No U.K. stamp duty, or SDRT, is payable on the issue of the global notesor of the definitive notes. No U.K. stamp duty is payable on the transfer bydelivery of a global note, nor is any SDRT payable on any agreement fortransfer of a global note provided that the notes are listed on a recognizedstock exchange and the agreement is not made in contemplation of, or as part ofan agreement for, a take-over of the issuer. U.K. stamp duty may be payable onthe transfer in writing of a global note or of a definitive note, and SDRT maybe payable on an agreement for a transfer of a definitive note, unless anexemption applies.

 

***Payments of Interest on the Notes Treatedas Distributions***

 

In the event that any or part of any interest payment is characterized asa distribution for U.K. tax purposes, which may be the case if the return onthe notes depends on the results of, or a part of, the issuer’s business, orrepresents more than a reasonable commercial return or if thethin-capitalization or transfer-pricing rules apply, that payment or part ofsuch payment would not be deductible in computing the issuer’s profits for U.K.corporation tax purposes. However such characterization should not adverselyaffect the noteholders as any shortfall in payments of principal or interest onthe notes by the issuer should be met by the note guarantors pursuant to the noteguarantees.

 

***Proposed EU Savings Directive***

 

The European Union iscurrently considering proposals for a new directive regarding the taxation ofsavings income.  Subject to a number ofimportant conditions being met, it is proposed that Member States will berequired to provide to the tax authorities of another Member State details ofpayments of interest or other similar income paid by a person within itsjurisdiction to an individual resident in that other Member State, subject tothe right of certain Member States to opt instead for a withholding system fora transitional period in relation to such payments and subject to the proposalsnot being required to be applied to notes issued before  March 1, 2001, or to notes which are issuedbefore  March 1, 2002 and are fungiblewith notes issued before March 1, 2001. The proposals are not yet final, andthey may be subject to further amendment and/or clarification.

 

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**Item 11****.  Quantitative and Qualitative Disclosureabout Market Risk**

 

For a discussion of thecurrency exchange risks and interest rate risks that affect us and the ONOGroup, see Item 11 of the Cableuropa Annual Report.

 

**Item 12****.  Description of Securities Other than EquitySecurities**

 

Not applicable.

 

**PART II**

 

**Item 13****.  Defaults, Dividend Arrearages andDelinquencies**

 

Notapplicable.

 

**Item 14****.  Material Modifications to the Rights ofSecurity Holders and Use of Proceeds**

 

**Consent Solicitation**

 

The1999 notes were guaranteed on a senior subordinated basis by Cableuropa and itssubsidiaries at that time. In May 2000, we obtained the consent of holders ofthe existing notes to: (i) permit Cableuropa and its restricted subsidiaries tooperate in Portugal and undertake certain limited activities outside Spain andPortugal, (ii) allow Cableuropa to designate its recently establishedPortuguese, Non Franchise CLEC Services and Internet subsidiaries as restrictedsubsidiaries, (iii) exempt future restricted subsidiaries from the requirementto guarantee the dollar notes (subject to a new limitation on transfers ofassets between restricted subsidiaries that have guaranteed the dollar notesand those that have not), (iv) increase the amount of the “basket” forpermitted investments by Cableuropa and its restricted subsidiaries and (v)make certain technical amendments to the indenture. As a result of theseamendments the provisions of the indentures governing the 1999 notessubstantially conform to the terms of the indenture governing the 2000 notesand 2001 notes.

 

**PART III**

 

**Item 17****.  Financial Statements**

 

Notapplicable.

 

**Item 18****.  Financial Statements**

 

Seepages F-1 through F-17.

 

**Item 19****.  Exhibits**

 

**Exhibits**

 

1.1                                 Memorandum and Articles of Association of ONOFinance Plc (formerly known as Ballardway Plc) (incorporated byreference to exhibit 3.1 of registrants’ Registration Statement submittedOctober 5, 1999 on Form F-4 (file No. 333-10976)).

 

1.2                                 Articles of Association of ONO Finance Plc (incorporated by reference toexhibit 3.14 of registrants’ Registration Statement submitted October 5, 1999on form F-4 (File No. 333-10976)).

 

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2.1                                Indenture, dated as of June 30, 2000between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A.,Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A.,Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A.,Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Región de Murcia de Cable, S.A.,Valencia de Cable, S.A., Santander de Cable, S.A., Univertel ComunicaçôesUniversais, S.A., Hydra Servicios de Atencion al Cliente, S.A. and The Bank ofNew York in respect of ONO Finance PLC’s €200,000,000 14% notes due 2010(incorporated by reference to exhibit 4.1 of registrants’ RegistrationStatement submitted November 29, 2000 on form F-4 (File No. 333-12932)).

 

2.2                                RegistrationRights Agreement dated June 30, 2000, by and between the Initial Purchasers, asdefined therein, ONO Finance PLC, Cableuropa S.A., and the Note Guarantors, asused therein (incorporated by reference to exhibit 10.24 of registrants’Registration Statement submitted November 29, 2000 on form F-4 (File No.333-12932)).

 

2.3                                DollarNote Indenture, dated as of May 6, 1999, between ONO Finance PLC and BankersTrust Company in respect of ONO Finance PLC’s $275,000,000 13% Notes due 2009(incorporated by reference to exhibit 4.1 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

2.4                                SupplementalDollar Note Indenture, dated as of September 28, 1999, between ONO Finance PLC,Santander de Cable, S.A. and Bankers Trust Company in respect of ONO FinancePLC’s $275,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.2of registrants’ Registration Statement submitted October 5, 1999 on form F-4(File No. 333-10976)).

 

2.5                                EuroNote Indenture, dated as of May 6, 1999, between ONO Finance PLC and BankersTrust Company in respect of ONO Finance PLC’s 125,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.3of registrants’ Registration Statement submitted October 5, 1999 on form F-4(File No. 333-10976)).

 

2.6                                SupplementalEuro Note Indenture dated as of September 28, 1999, between ONO Finance PLC,Santander de Cable, S.A. and Bankers Trust Company in respect of ONO FinancePLC’s €125,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.4of registrants’ Registration Statement submitted October 5, 1999 on form F-4(File No. 333-10976)).

 

2.7                                RegistrationRights Agreement dated May 6, 1999, by and between the Initial Purchasers, asdefined in the Purchase Agreement, ONO Finance PLC, Cableuropa S.A., and theControlled Companies, as defined therein (incorporated by reference to exhibit10.28 of registrants’ Registration Statement submitted October 5, 1999 on formF-4 (File No. 333-10976)).

 

2.8                           Purchase Agreement, dated as of February2, 2001 by and between the Initial Purchasers, as defined therein, ONO FinancePLC, Cableuropa, S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión deAndalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable yTelevisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de

 

21

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Cable y Televisión, S.A., Mediterránea Norte Sistemas deCable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia deCable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., TDC Sanlúcar,S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion alCliente, S.A. (incorporated by reference to exhibit 1.1 of registrants’Registration Statement submitted May 17, 2001 on form F-4 (File No.333-13536)).

 

2.9                           Indenture, dated as of February 9, 2001between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A.,Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A.,Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A.,Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A.,Valencia de Cable, S.A., Santander de Cable, S.A., Univertel ComunicaçôesUniversais, S.A., Hydra Servicios de Atencion al Cliente, S.A., TDC Sanlúcar,S.A., and The Bank of New York in respect of ONO Finance PLC’s $200,000,000 14%notes due 2011 (incorporated by reference to exhibit 4.1 of registrant’sRegistration Statement submitted May 17, 2001 on form F-4 (File No.333-13530)).

 

2.10                     Indenture, dated as of February 9, 2001between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A.,Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A.,Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A.,Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A.,Valencia de Cable, S.A., Santander de Cable, S.A., Univertel ComunicaçôesUniversais, S.A., Hydra Servicios de Atencion al Cliente, S.A., TDC Sanlúcar,S.A., and The Bank of New York in respect of ONO Finance PLC’s $150,000,000 14%notes due 2011 (incorporated by reference to exhibit 4.2 of registrant’sRegistration Statement submitted May 17, 2001 on form F-4 (File No.333-13530)).

 

2.11                     RegistrationRights Agreement dated February 9, 2001, by and between the Initial Purchasers,as defined therein, ONO Finance PLC, Cableuropa S.A., and the Note Guarantors,as used therein (incorporated byreference to exhibit 10.24 of registrant’s Registration Statement submitted May17, 2001 on form F-4 (File No. 333-13530)).

 

3.1                                VotePooling Agreement, dated January 22, 1998, by and between parties representingCableuropa, S.A., and Spanish Telecommunications Limited S.á.r.l (incorporatedby reference to exhibit 10.12 of registrants’ Registration Statement submittedOctober 5, 1999 on form F-4 (File No. 333-10976)).

 

4.1                                Shareholders’Agreement of Cableuropa,, dated November 3, 2000, by and between FerrovialTelecomunicaciones S.A., Grupo Multitel, S.A., Cántabra de Inversiones, S.A.,Spanish Telecommunications Limited, S.à.r.l, Santander Telecommunications,Inc., Global Telecom Investments, LLC, BAEP Telecommunications Investments,LLC, Particel International Limited Partnership and VAL Telecommunications,S.L. (incorporated by reference to exhibit 10.1 of registrants’ RegistrationStatement submitted November 29, 2000 on form F-4 (File No. 333-12932)).

 

22

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4.2                                Multi-Borrower Credit Facility, dated June30, 2000, between Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea SurSistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región deMurcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable yTelevisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia,S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable,S.A., as Borrowers, and ONO Finance PLC, as lender (incorporated by referenceto exhibit 10.26 of registrants’ Registration Statement submitted November 29,2000 on form F-4 (File No. 333-12932)).

 

4.3                                Escrow and Disbursement Agreement, datedJune 30, 2000, by and among The Bank of New York, ONO Finance PLC, Cableuropa,S.A. Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A.,Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A.,Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable yTelevisión de El Puerto, Cable y Televisión de Andalucia, S.A., CorporaciónMallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A., Hydra Serviciosde Atencion al Cliente, S.A. and Univertel Comunicaçôes, S.A. (incorporated byreference to exhibit 10.28 of registrants’ Registration Statement submittedNovember 29, 2000 on form F-4 (File No. 333-12932)).

 

4.4                                Senior Bank Facility Agreement, datedMarch 6, 2000, between Cableuropa, S.A., Bank of America International limited,Barclays Capital, Citibank, N.A., Toronto Dominion Bank Europe Limited,Albacete Sistemas de Cable S.A., Cádiz de Cable y Televisión S.A., Región deMurcia de Cable S.A., Valencia de Cable S.A., Corporación Mallorquina de CableS.A., Cable y Televisión de El Puerto S.A., Huelva de Cable y Televisión S.A.,Mediterránea Sur Sistemas de Cable S.A., Mediterránea Norte Sistemas de CableS.A., Cable y Televisión de Andalucía S.A. and Hydra Servicios de Atencion alCliente, S.A. (incorporated by reference to exhibit 10.25 of registrants’Registration Statement submitted November 29, 2000 on form F-4 (File No.333-12932)).

 

4.5                                Purchase Agreement, dated as of June 23, 2000by and between the Initial Purchasers, as defined therein, ONO Finance PLC,Cableuropa, S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión deAndalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable yTelevisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable yTelevisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea SurSistemas de Cable, S.A., Región de Murcia de Cable, S.A., Valencia de Cable,S.A., Santander de Cable, S.A., Univertel Comunicaçôes Universais, S.A., HydraServicios de Atencion al Cliente, S.A. (incorporated by reference to exhibit1.1 of registrants’ Registration Statement submitted November 29, 2000 on formF-4 (File No. 333-12932)).

 

4.6                                 Note Depositary Agreement, dated June 30, 2000,by and between ONO Finance PLC and The Bank of New York Trust Company (Cayman)Limited (incorporated by reference to exhibit 10.27 of registrants’Registration Statement submitted November 29, 2000 on form F-4 (File No.333-12932)).

 

4.7                                Senior Facility Agreement, dated June 14,1999, between Cableuropa, S.A., Electro Banque S.A., Albacete Sistemas de CableS.A., Cádiz de Cable y Televisión S.A.,

 

23

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Región de Murcia de Cable S.A., Valencia de Cable S.A.,Corporación Mallorquina de Cable S.A., Cable y Televisión de El Puerto S.A.,Huelva de Cable y Televisión S.A., Mediterránea Sur Sistemas de Cable S.A.,Mediterránea Norte Sistemas de Cable S.A., and Cable y Televisión de AndalucíaS.A. (incorporated by reference to exhibit 10.29 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

4.8                                Dollar Multi-Borrower Credit Facility,dated May 6, 1999, between Cableuropa, S.A., Valencia de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable,S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A.,Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable yTelevisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., andAlbacete Sistemas de Cable, S.A., as Borrowers, and ONO Finance PLC, as Lender(incorporated by reference to exhibit 10.30 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

4.9                                Euro Multi-Borrower Credit Facility, datedMay 6, 1999, between Cableuropa, S.A., Valencia de Cable S.A., Mediterránea SurSistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región deMurcia de Cable, S.A., Huelva de Cable y Televisión de Andalucia, S.A.,Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A.,as Borrowers, and ONO Finance PLC, as Lender (incorporated by reference toexhibit 10.31 of registrants’ Registration Statement submitted October 5, 1999on form F-4 (File No. 333-10976)).

 

4.10                          DollarEquity Value Certificate Agreement, dated May 6, 1999, among ONO Finance PLC,Cableuropa, S.A., and Bankers Trust Company, as Equity Value Certificate Agent(incorporated by reference to exhibit 10.32 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

4.11                          EuroEquity Value Certificate Agreement, dated May 6, 1999, among ONO Finance PLC,Cableuropa, S.A., and Bankers Trust Company, as Equity Value Certificate Agent(incorporated by reference to exhibit 10.33 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

4.12                          Dollar Escrow and Disbursement Agreement,dated May 6, 1999, by and among Bankers Trust Company, ONO Finance PLC,Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable,S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable,S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A.,Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A.,Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A.(incorporated by reference to exhibit 10.36 of registrants’ RegistrationStatement submitted October 5, 1999 on form F-4 (File No. 333-10976)).

 

4.13                          Euro Escrow and Disbursement Agreement,dated May 6, 1999, by and among Bankers Trust Company, ONO Finance PLC,Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable,S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable,S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A.,Cable y Televisión de El Puerto, Cable y Televisión, S.A., Cádiz de Cable yTelevisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de

 

24

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Andalucia, S.A., Corporación Mallorquina de Cable, S.A.,and Albacete Sistemas de Cable, S.A. (incorporated by reference to exhibit10.37 of registrants’ Registration Statement submitted October 5, 1999 on formF-4 (File No. 333-10976)).

 

4.14                           Dollar Note Depositary Agreement, dated May 6, 1999, by and between ONOFinance PLC and Bankers Trust Company (incorporated by reference toexhibit 10.34 of registrants’ Registration Statement submitted October 5, 1999on form F-4 (File No. 333-10976)).

 

4.15                           Euro Note Depositary Agreement, dated May 6 1999, by and between ONOFinance PLC and Bankers Trust Company (incorporated by reference toexhibit 10.35 of registrants’ Registration Statement submitted October 5, 1999on form F-4 (File No. 333-10976)).

 

4.16                     Multi-Borrower Credit Facility, dated asof February 9, 2001 between Cableuropa S.A., Valencia de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable,S.A., Región, de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A.,Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable yTelevisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., AlbaceteSistemas de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes S.A.,Hydra Servicios de Atencion al Cliente, S.A., and TDC Sanlúcar, S.A., asBorrowers, and ONO Finance PLC, as Lender, in respect of ONO Finance PLC’s$200,000,000 14% notes (incorporated by reference to exhibit 10.25 ofregistrant’s Registration Statement submitted May 17, 2001 on form F-4 (FileNo. 333-13530)).

 

4.17                     Multi-Borrower Credit Facility, dated asof February 9, 2001 between Cableuropa S.A., Valencia de Cable, S.A.,Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable,S.A., Región, de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A.,Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable yTelevisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., AlbaceteSistemas de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes S.A.,Hydra Servicios de Atencion al Cliente, S.A., and TDC Sanlúcar, S.A., asBorrowers, and ONO Finance PLC, as Lender, in respect of ONO Finance PLC’s$150,000,000 14% notes (incorporated by reference to exhibit 10.26 ofregistrant’s Registration Statement submitted May 17, 2001 on form F-4 (FileNo. 333-13530)).

 

4.18                     NoteDepositary Agreement, dated February 9, 2001, by and between ONO Finance PLCand The Bank of New York Trust Company (Cayman) Limited, in respect of ONOFinance PLC’s $200,000,000 14% notes (incorporated by reference to exhibit 10.27 of registrant’s RegistrationStatement submitted May 17, 2001 on form F-4 (File No. 333-13530)).

 

4.19                     NoteDepositary Agreement, dated February 9, 2001, by and between ONO Finance PLCand The Bank of New York Trust Company (Cayman) Limited, in respect of ONOFinance PLC’s $150,000,000 14% notes (incorporated by reference to exhibit 10.28 of registrant’s RegistrationStatement submitted May 17, 2001 on form F-4 (File No. 333-13530)).

 

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4.20                     Shareholders’ Agreement of Cableuropa,S.A., dated January 2, 2002, by and between Ferrovial Telecommunications, S.A.,Grupo Multitel, S.A., Cántabra de Inversiones, S.A., Spanish TelecommunicationsLimited S.à.r.l., Global Telecom Investments, LLC, Particel InternationalLimited Partnership, VAL Telecommuniciones, S.L., and Grupo Corporativo ONO,S.A. (incorporated by reference to exhibit 4.20 of registrant’s Annual Reportsubmitted July 1, 2002 on form 20-F (File No. 333-10976)).

 

4.21                     Senior Bank Facility Agreement, datedAugust 8, 2001, between Cableuropa, S.A., Banc of America Securities Limited,Barclays Capital, BNP Paribas Sucursal en Espana, S.A., CIBC World Markets PLC,Crédit Lyonnais S.A., Deutsche Bank AG London, Fortis Bank S.A./N.V., SalomonBrothers International Limited, Scotiabank Europe PLC, TD Bank Europe Limited,The Governor and Company of the Bank of Scotland and the The Royal Bank ofScotland PLC (incorporated by reference to exhibit 4.21 of registrant’s AnnualReport submitted July 1, 2002 on form 20-F (File No. 333-10976)).

 

8.0                           SubsidiaryInformation: See Item 4. “Information on the Company—Our Subsidiaries” in theCableuropa Annual Report.

 

10.1                     Certificationof Bryan Needham, Director, pursuant to Section 906 of the Sarbanes-Oxley Act2002.

 

10.2                     Certificationof Peter Hills, Director, pursuant to Section 906 of the Sarbanes-Oxley Act2002.

 

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ONO FINANCE PLC

 

ANNUAL REPORT AND ACCOUNTS

FOR THE

YEAR ENDED 31DECEMBER 2001

 

 

Registered number:3619149

###  

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### **ONOFINANCE PLC**

 

CONTENTS

 
| Directors’  report            |
|------------------------------------|
|                               |
| Independent auditors’  report |
|                               |
| Profit  and loss account           |
|                               |
| Balance sheet                      |
|                               |
| Notes  to the accounts             |

### ** **

### 

###  

### **ONOFINANCE PLC**

### DIRECTORS’ REPORT

### FOR THE YEAR ENDED 31 DECEMBER 2001

 

The directors presenttheir report on the affairs of the company, together with the accounts andauditors’ report for the year ended 31 December 2001.

 

**Principalactivity**

The principal activity ofthe company is that of a finance company. ONO Finance plc ́s business is theissuance of debt and the provision of debt finance to Cableuropa S.A. and itssubsidiary companies (the Cableuropa Group). The Cableuropa Group is a leadingbroadband telecommunications business in Spain.

 

**Review of the business**

On 9 February 2001, ONO Finance plc issued debt securities consistingof US$200m and Euro 150m (the Senior Notes). The Senior Notes bear interest at14%, have a maturity of 10 years and are jointly and severally guaranteed byeach of the companies in the Cableuropa group. The company has on lent theproceeds of the issuance of Senior Notes to the Cableuropa group.

 

**Results and dividend**

The results for theperiod are shown on page 5 and arise from continuing operations. The directorsrecommend a final dividend of £1.50 per share for the year ended 31 December2001 (2000 and 1999: £nil).

 

**Directors**

The directors, who heldoffice during the period, had no interest in the shares of the company at anytime.

 

The directors who servedduring the period were as follows: -

 

Mr. B D NeedhamMr. P M Hills

###  

**Directors responsibilities**

The directors arerequired by the Companies Act 1985 to prepare accounts for each financial yearwhich give a true and fair view of the state of affairs of the company as atthe end of the financial year and of the profit or loss of the company for thefinancial year.

 

The directors areresponsible for ensuring that the company keeps accounting records whichdisclose with reasonable accuracy the financial position of the company andwhich enable them to comply with the Companies Act 1985.  They also have general responsibility fortaking reasonable steps to safeguard the assets of the company and for takingreasonable steps to prevent and detect fraud and other irregularities.

 

F-1

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The directors considerthat, in preparing the accounts, suitable accounting policies, consistentlyapplied and supported by reasonable and prudent judgements and estimates, have beenused and that applicable accounting and financial reporting standards have beenfollowed.

 

The maintenance andintegrity of the company’s website is the responsibility of the directors.  Information published on the internet isavailable in many countries with different legal requirements.  Legislation in the United Kingdom governingthe preparation and dissemination of financial statements may differ fromlegislation in other jurisdictions.

 

**Supplierpayment policy**

**The company’s policy is to settleterms of payment with suppliers when agreeing the terms of each transaction,ensure that suppliers are made aware of the terms of payment and abide by theterms of payments.  The trade creditors,expressed as a number of days, was zero as all trading expenses were paid bythe holding company which abides by these terms.**

 

**Auditors**

PricewaterhouseCoopers were appointed as auditors of the company at aBoard Meeting held on 10 May 2002, which decision will be ratified at the nextAnnual General Meeting.

 

This report was approvedand signed on behalf of the Board on 28 June 2002.

 

 

B Needham

**Director**

 

Clifford ChanceSecretaries200 Aldersgate StreetLondonEC1A 4JJ

 

F-2

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF ONO FINANCE PLC

 

We have audited thefinancial statements of Ono Finance plc which comprise the profit and lossaccount, the balance sheet, the statement of total recognised gains and lossesand the related notes.

 

#### Respective responsibilities of directors and auditors

 

The directors’responsibilities for preparing the annual report, the report on Form 20-F andthe financial statements in accordance with applicable United Kingdom andUnited States laws and Accounting Standards are set out in the statement ofdirectors’ responsibilities.

 

Our responsibility is toaudit the financial statements in accordance with relevant legal and regulatoryrequirements and United Kingdom Auditing Standards issued by the AuditingPractices Board (APB).

 

We report to you our opinion as to whether the financial statementsgive a true and fair view and are properly prepared in accordance with theUnited Kingdom Companies Act 1985. We also report to you if, in our opinion,the directors’ report is not consistent with the financial statements, if thecompany has not kept proper accounting records, if we have not received all theinformation and explanations we require for our audit, or if informationspecified by law regarding directors’ remuneration and transactions is notdisclosed.

 

Weread the other information contained in the annual report and consider theimplications for our report if we become aware of any apparent misstatements ormaterial inconsistencies with the financial statements.  The other information comprises only thedirectors’ report.

####  

#### Basis of audit opinion

 

We conducted our audit inaccordance with Auditing Standards issued by the United Kingdom AuditingPractices Board, and with Auditing Standards generally accepted in the UnitedStates. An audit includes examination, on a test basis, of evidence relevant tothe amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by thedirectors in the preparation of the financial statements, and of whether theaccounting policies are appropriate to the company’s circumstances,consistently applied and adequately disclosed.

 

We planned and performedour audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to givereasonable assurance that the accounts are free from material misstatement,whether caused by fraud or other irregularity or error.  In forming our opinion we also evaluated theoverall adequacy of the presentation of information in the financialstatements.

 

F-3

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#### United Kingdom opinion

 

In our opinion thefinancial statements give a true and fair view of the state of affairs of thecompany at 31 December 2001 and of the loss of the company for the year thenended and have been properly prepared in accordance with the Companies Act1985.

 

United States opinion

 

Inour opinion, the financial statements present fairly, in all material respects,the consolidated financial position of the company at 31 December 2001 and 31December 2000 and the results of its operations and its cash flows for theyears ended 31 December 2001, 31 December 2000 and the period ended 31 December1999, all expressed in pounds sterling, in conformity with accountingprinciples generally accepted in the United Kingdom.

 

Theprinciples differ in certain significant respects from accounting principlesgenerally accepted in the United States. The application of the latter would have affected the determination ofnet income for the year ended 31 December 2001, 31 December 2000 and the periodended 31 December 1999 and consolidated shareholders equity at 31 December 2001and 31 December 2000, all expressed in pounds sterling as set out in Note 13 tothe financial statements.

 

 

PricewaterhouseCoopersChartered Accountants and Registered AuditorsNo 1 London BridgeLondon

SE1 9QL

 

28 June 2002

 

F-4

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**ONOFINANCE PLC**PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31 DECEMBER 2001

 
|                                           |   | **Notes** |   | **Year ended  31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Period  ended  31 December  1999  £** |   |
|------------------------------------------------|--------|-----------|--------|-------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|----------------------------------------------|--------|
|                                           |   |      |   |                                      |   | **(Note 12)**                                |   |                                      |   |                                         |   |
|                                           |   |      |   |                                      |   |                                         |   |                                      |   |                                         |   |
| Interest  receivable and similar income        |   | 2         |   | **86,248,879**                            |   | 125,431,744                                  |   | 44,665,846                                |   | 21,783,726                                   |   |
| Foreign  exchange losses, net                  |   |      |   | **(307**                                  | **)**  | (447                                         | )      | (11,678                                   | )      | 29                                           |   |
| Interest  payable and similar charges          |   | 3         |   | **(86,189,430**                           | **)**  | (125,345,287                                 | )      | (44,620,397                               | )      | (21,767,451                                  | )      |
| Profit  on ordinary activities before taxation |   |      |   | **59,142**                                |   | 86,010                                       |   | 33,771                                    |   | 16,304                                       |   |
| Tax  on profit on ordinary activities          |   | 4         |   | **(17,743**                               | **)**  | (25,803                                      | )      | —                                    |   | —                                       |   |
| Profit  on ordinary activities after taxation  |   |      |   | **41,399**                                |   | 60,207                                       |   | 33,771                                    |   | 16,304                                       |   |
| Dividend                                       |   | 5         |   | **(75,000**                               | **)**  | (109,072                                     | )      | —                                    |   | —                                       |   |
| Retained  (loss)/profit for the period         |   |      |   | **(33,601**                               | **)**  | (48,865                                      | )      | 33,771                                    |   | 16,304                                       |   |

 

The results for theperiod arise entirely from continuing operations.

 

The accompanying notesare an integral part of these accounts

 

STATEMENT OF RECOGNISED GAINS AND LOSSESFOR THE YEAR ENDED 31 DECEMBER 2001

 
|                                                          |   | **Year ended  31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Period  ended  31 December  1999** |   |
|---------------------------------------------------------------|--------|-------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|--------------------------------------|--------|
|                                                          |   |                                      |   | **(Note 12)**                                |   |                                      |   |                                 |   |
|                                                          |   |                                      |   |                                         |   |                                      |   |                                 |   |
| Profit  for the financial period                              |   | **41,399**                                |   | 60,207                                       |   | 33,771                                    |   | 16,304                               |   |
| Revaluation  of equity value certificates due from Cableuropa |   | **39,586,078**                            |   | 57,260,528                                   |   | (3,567,713                                | )      | 7,183,992                            |   |
| Revaluation  of equity value certificates due to bondholders  |   | **(39,586,078**                           | )      | (57,260,528                                  | )      | 3,567,713                                 |   | (7,183,992                           | )      |
|                                                          |   | 41,399                                    |   | 60,207                                       |   | 33,771                                    |   | 16,304                               |   |

 

The accompanying notesare an integral part of these accounts.

 

F-5

----

 

**ONO FINANCE PLC**BALANCE SHEET AS AT 31 DECEMBER 2001

 
|                                                     |   | **Notes** |       | **31  December  2001  £** |   | **31  December  2001  US$£** |   | **31  December  2000  £** |   | **31 December  1999** |   |
|----------------------------------------------------------|--------|-----------|------------|--------------------------------|--------|-----------------------------------|--------|--------------------------------|--------|-----------------------|--------|
|                                                     |   |      |       |                           |   | **(Note 12)**                     |   |                           |   |                  |   |
|                                                     |   |      |       |                           |   |                              |   |                           |   |                  |   |
| Debtors:  receivable after more than one year            |   |      |       | **565,865,404**                |   | 822,938,057                       |   | 374,028,569                    |   | 236,465,728           |   |
| Debtors:  receivable within one year                     |   |      |       | **108,582,822**                |   | 157,911,998                       |   | 26,135,308                     |   | 20,289,928            |   |
| Total  debtors                                           |   | 6         | ** ** | **674,448,226**                |   | 980,850,055                       |   | 400,163,877                    |   | 256,755,656           |   |
| Cash  at bank and in hand                                |   |      |       | **23,863**                     |   | 34,704                            |   | 12,475                         |   | 12,492                |   |
| Current  assets                                          |   |      |       | **674,472,089**                |   | 980,884,759                       |   | 400,176,352                    |   | 256,768,148           |   |
| Creditors:  amounts falling due within one year          |   | 7         | ** ** | **(29,310,829**                | )      | (42,626,738                       | )      | (22,436,726                    | )      | (16,831,807           | )      |
| Net  current assets                                      |   |      |       | **645,161,260**                |   | 938,258,021                       |   | 377,739,626                    |   | 239,936,341           |   |
| Creditors:  amounts falling due after more than one year |   | 8         | ** ** | **(645,132,284**               | )      | (938,215,880                      | )      | (377,677,049                   | )      | (239,907,535          | )      |
| Net  assets                                              |   |      |       | **28,976**                     |   | 42,141                            |   | 62,577                         |   | 28,806                |   |
|                                                     |   |      |       |                           |   |                              |   |                           |   |                  |   |
| Capital  and Reserves                                    |   |      |       |                           |   |                              |   |                           |   |                  |   |
| Called  up share capital                                 |   | 9         | ** ** | **12,502**                     |   | 18,181                            |   | 12,502                         |   | 12,502                |   |
| Profit  and loss account                                 |   | 10        | ** ** | **16,474**                     |   | 23,960                            |   | 50,075                         |   | 16,304                |   |
| Equity  shareholders’ funds                         |   | 10        | ** ** | **28,976**                     |   | 42,141                            |   | 62,577                         |   | 28,806                |   |

 

The accounts on pages 5 to 17 were approved by the Board on 28 June2002.

 

Director:

 

 

The accompanying notesare an integral part of these accounts.

###  

F-6

----

 

### **ONOFINANCE PLC**NOTES TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER 2001

 

**1.****                                      Accountingpolicies**

 

The principal accountingpolicies are summarised below. They have all been applied consistentlythroughout the period.

 

**Basis of accounting**

 

The accounts have beenprepared under the historical cost convention and in accordance with applicableaccounting standards in the United Kingdom.

** **

**Loans**

 

Borrowings are included as liabilities in the balancesheet at their proceeds, net of discount and expenses. The expenses anddiscount are charged to loan interest in the profit and loss account over theterm of the borrowing, using the effective interest method.  Funds on lent to Cableuropa S.A and itssubsidiary companies (the Cableuropa Group) are accounted for in exactly thesame manner in order to match the borrowing and the debtor treatment.

** **

**Finance costs**

 

Finance costs on borrowings are recognised in theprofit and loss account over the term of such instruments at a constant rateover the period of the instrument.

** **

**Foreign exchange**

 

Transactions in foreign currencies are translated intosterling at the rates of exchange current at the dates of the transactions.Foreign currency monetary assets and liabilities in the balance sheet aretranslated into sterling at the rates of exchange ruling at the end of theyear. The resulting gain or loss is included as an exchange gain or loss in theprofit and loss account.

 

**Taxation**

 

Corporation tax payable is provided on taxable profitsat the current rate.  Deferred taxationis provided using the liability method on all timing differences only to theextent that they are expected to reverse in the future without being replaced.

** **

**Cash flow statement**

 

The company has taken advantage of the exemption inFinancial Reporting Standard No 1 ‘Cash Flow Statements (revised 1996)’ fromproducing a cash flow statement on the grounds that it is a subsidiaryundertaking where more than 90 per cent of the voting rights are controlledwithin a group and consolidated accounts for that group are publicly available.

 

**Convenience translation**

 

The financial statements are stated in United Kingdompounds. The conversions of United Kingdom pound amounts into United StatesDollars are included solely for the convenience of readers, using the noonbuying rate certified for customs purposes by the Federal Reserve Bank of NewYork as of 31 December 2001, which was US$1.4543 to £1.

###  

F-7

----

 

The conveniencetranslations should not be construed as representations that the United Kingdompound amounts have been, could have been, or could in the future be, convertedinto United States Dollars at this or any other rate of exchange.

 

**2.****                                      Interestreceivable and similar income**

 

The interest receivableand similar income represents the interest receivable on the funds that havebeen on-lent to the Cableuropa Group together with the amortisation of anupfront fee received from the Cableuropa Group and also the amortisation of afee receivable for maintenance of the facilities.  The amortisation of the aforementioned fees is being recordedusing the effective interest method.

 

**3.             Interestpayable and similar charges**

 

The interest payable andsimilar charges represents the interest incurred on the debentures issued (seenote 8), together with the amortisation of the both costs incurred and thediscount on the issue of those debentures.

 

**4.****                                      Taxation**

 
|                     |   | **Year ended  31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Year ended  31 December  1999  £** |   |
|--------------------------|--------|-------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|-------------------------------------------|--------|
| UK corporation tax @ 30% |   | **17,743**                                |   | 25,803                                       |   | 10,131                                    |   | 4,891                                     |   |
| Group  relief            |   | **—**                                |   | —                                       |   | (10,131                                   | )      | (4,891                                    | )      |
|                     |   | **17,743**                                |   | 25,803                                       |   | —                                    |   | —                                    |   |

** **

**5.****                                      Dividends**

** **
|                            |   | **Year ended  31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Year ended  31 December  1999  £** |   |
|---------------------------------|--------|-------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|-------------------------------------------|--------|
| Proposed (£1.50 per share) |   | 75,000                                    |   | 109,072                                      |   | —                                    |   | —                                    |   |

 

F-8

----

 

**6.****                                      Debtors**

** **
|                                                                      |   | **31  December  2001  £** |   | **31  December  2001  US$£** |   | **31  December  2000  £** |   | **31  December  1999  £** |   |
|---------------------------------------------------------------------------|--------|--------------------------------|--------|-----------------------------------|--------|--------------------------------|--------|--------------------------------|--------|
| Loans  to the Cableuropa Group — receivable after more than one year |   | **565,865,404**                |   | 822,938,057                       |   | 374,028,569                    |   | 236,465,728                    |   |
| Amounts  due from Cableuropa in respect of the equity value certificates  |   | **47,098,354**                 |   | 68,495,135                        |   | 7,512,276                      |   | 11,079,989                     |   |
| Indebtedness  with the Cableuropa Group                                   |   | **61,484,468**                 |   | 89,416,863                        |   | 18,623,032                     |   | 9,209,939                      |   |
|                                                                      |   | **674,448,226**                |   | 980,850,055                       |   | 400,163,877                    |   | 256,755,656                    |   |

 

The loans to the Cableuropa Group reflect the onlending of the gross loans that are included in creditors (see note 8) and arerepayable on the same terms. These are denominated in the same currencies.  The loans bear interest at 13.214%, 14.01%and 16.252% per annum.

 

**7.****                                      Creditors:amounts falling due within one year.**

** **
|                                    |   | **31  December  2001  £** |   | **31  December  2001  US$** |   | **31  December  2000  £** |   | **31  December  1999  £** |   |
|-----------------------------------------|--------|--------------------------------|--------|-----------------------------|--------|--------------------------------|--------|--------------------------------|--------|
| UK tax on 2001 profits                  |   | **17,743**                     |   | 25,803                      |   | —                         |   | —                         |   |
| Proposed dividend                       |   | **75,000**                     |   | 109,072                     |   | —                         |   | —                         |   |
| Equity  value certificates (see note 8) |   | **—**                     |   | —                      |   | 7,512,276                      |   | 11,079,989                     |   |
| Accruals  and deferred income           |   | **29,218,086**                 |   | 42,491,863                  |   | 14,924,450                     |   | 5,751,818                      |   |
|                                    |   | **29,310,829**                 |   | 42,626,738                  |   | 22,436,726                     |   | 16,831,807                     |   |

 

The accruals and deferred income represents the interest payable on thenotes and the short-term portion of the amortisation for the maintenance fee inrespect to the 1999 and 2001 bonds,

 

**8.****                                      Creditors:amounts falling due after more than one year**

 

These comprise thefollowing debenture loans:

 
|                                                  |   | **31  December  2001  £** |   | **31  December  2001  US$£** |   | **31  December  2000  £** |   | **31  December  1999  £** |   |
|-------------------------------------------------------|--------|--------------------------------|--------|-----------------------------------|--------|--------------------------------|--------|--------------------------------|--------|
| Loans:                                                |   |                           |   |                              |   |                           |   |                           |   |
| 13%  US$ 275m notes due 2009                          |   | **182,435,188**                |   | 265,315,494                       |   | 176,527,834                    |   | 162,498,768                    |   |
| 13%  Euro125m notes due 2009                          |   | **73,809,873**                 |   | 107,341,699                       |   | 75,661,291                     |   | 74,216,598                     |   |
| 14%  Euro 200m notes due 2010                         |   | **119,285,146**                |   | 173,476,388                       |   | 122,509,458                    |   | —                         |   |
| 14%  US$ 200m notes due 2011                          |   | **116,483,798**                |   | 169,402,387                       |   | —                         |   | —                         |   |
| 14%  Euro 150m notes due 2011                         |   | **77,759,832**                 |   | 113,086,124                       |   | —                         |   | —                         |   |
| Equity  value certificates relating to the 1999 bonds |   | **16,130,118**                 |   | 23,458,030                        |   | —                         |   | —                         |   |
| Equity  value certificates relating to the 2001 bonds |   | **30,968,236**                 |   | 45,037,105                        |   | —                         |   | —                         |   |
| Accruals  and deferred income                         |   | **28,260,093**                 |   | 41,098,653                        |   | 2,978,466                      |   | 3,192,169                      |   |
|                                                  |   | **645,132,284**                |   | 938,215,880                       |   | 377,677,049                    |   | 239,907,535                    |   |

 

All of these notes arerepayable after more than 5 years.

 

F-9

----

 

The 13% notes 2009will mature on May 1 2009. However, the company may redeemsome or all of the notes at any time on or after May 1 2004. In addition, priorto May 1 2002, the company may redeem up to 35% of the notes with the proceedsof certain offerings of ordinary shares of Cableuropa S.A.

 

The 14% notes 2010will mature on 15 July 2010.  However,the company may redeem some or all of the notes on or after 15 July 2005.  In addition, prior to July 15, 2003, thecompany may redeem up to 35% of the notes with the proceeds of certainofferings of ordinary shares of Cableuropa S.A.

 

The 14% notes 2011will mature on February 15 2011. However, the Issuer may redeem some or all ofthe notes at any time on or after February 15 2006. In addition, prior toFebruary 15 2004, the Issuer may redeem up to 35% of the notes with theproceeds of certain offerings of ordinary shares of Cableuropa S.A.

 

13% US$275m notes275,000 units of $1,000 principal amount of dollar notes and one-dollar Equityvalue certificate were issued on 6 May 1999 at a discounted price of US$984.59. Expenses of US$ 8,937,500 were incurred. Both the expenses and discounthave been netted from the gross amount of the loan and are being amortised overthe period of the loan. The unamortised amount at the balance sheet date wasUS$ 9,684,506 (2000: US$ 11,002,624, 1999: US$ 12,320,742).  The dollar equity value certificateevidences the right to receive the cash value of 0.002299657 of one ordinaryshare of Cableuropa S.A. in dollars.

 

13% Euro125m notes125,000 units of Euro 1,000 principal amount of euro notes and one Euro Equityvalue certificate were issued on 6 May 1999 at a discounted price of Euro984.59. Expenses of Euro 4,062,500 were incurred. Both the expenses and thediscount have been netted from the gross amount of the loan and are beingamortised over the period of the loan. The unamortised amount at the balancesheet date was Euro 4,402,049 (2000: Euro 5,001,193, 1999: Euro5,600,338).  The Euro equity valuecertificate evidences the right to receive the cash value of 0.002299657 of oneordinary share of Cableuropa S.A. in Euro.

 

14% Euro 200mnotes 200,000 units of Euro 1,000 principal amount wereissued on 30 June 2000 at a discounted price of Euro 970.  The discount has been netted from the grossamount of the loan and is being amortised over the period of the loan. Theunamortised amount at the balance sheet date was Euro 5,100,000 (2000: Euro5,700,000).  The expenses of this issuehave been borne by Cableuropa S.A..

 

14% US$200m notes200,000 units of $1,000 principal amount of dollar notes and one dollar Equityvalue certificate were issued on 9 February 2001 at a discounted price ofUS$862.04.

 

F-10

----

 

Expenses of US$6,000,000were incurred. Both the expenses and discount have been netted from thegross amount of the loan and are being amortised over the period of the loan.The unamortised amount at the balance sheet date was US$ 30,597,613. The dollarequity value certificate evidences the right to receive the cash value of48.89512850 ordinary shares of Cableuropa S.A.

 

14% Euro150m notes 150,000 units of Euro1,000 principal amount ofEuro notes andone Euro Equity value certificate were issued on 9 February 2001 at adiscounted price of Euro 862.04. Expenses of Euro 4,500,000 wereincurred. Both the expenses and the discount have been netted from the grossamount of the loan and are beingamortised over the period of the loan. The unamortised amount at thebalance sheet date was Euro 22,948,210. The Euro equity value certificateevidences the right to receive the cash value of 45.98831311 ordinary shares ofCableuropa S.A.

 

All the notes are fullyand conditionally guaranteed, jointly and severally on a subordinated unsecuredbasis by companies in the Cableuropa Group

 

The equity valuecertificates relating to the 1999 bonds are only separable from the notes whencertain conditions are met. Subject to these conditions, the equityvalue certificates will be redeemable at the earliest of an initial publicoffering of Cableuropa S.A. or a reorganisation of the Cableuropa Groupor May 31 2009.

 

The equity valuecertificates relating to the 2001 bonds are only separable from the notes whencertain conditions are met. Subject to these conditions, the equityvalue certificates will be redeemable at the earliest of an initial publicoffering of Cableuropa S.A. or a reorganisation of the Cableuropa Groupor March 16 2011.

 

**9.             Called upshare capital**

 

The authorised and issuedshare capital of the Company is £50,000 divided into 50,000 ordinary shares of£1 each, of which two fully paid shares and 49,998 shares paid up to onequarter have been issued.

 

F-11

----

** **

The issued share capitalis paid up as follows: -

 
|                                                                                     |   | **31  December  2001  £** |   | **31  December  2001  US$£** |   | **31  December  2000  £** |   | **31  December  1999** |   |
|------------------------------------------------------------------------------------------|--------|--------------------------------|--------|-----------------------------------|--------|--------------------------------|--------|------------------------|--------|
| 2  fully paid shares of £1 each, issued at par on incorporation                     |   | **2**                          |   | 3                                 |   | 2                              |   | 2                      |   |
| 49,998  paid up to one-quarter shares of £1 each, issued at par on 4 February 1999. |   | **12,500**                     |   | 18,178                            |   | 12,500                         |   | 12,500                 |   |
|                                                                                     |   | **12,502**                     |   | 18,181                            |   | 12,502                         |   | 12,502                 |   |

 

**10.          Reconciliationof movements in equity shareholders’ funds**

 
|                                             |   | **Share  capital  2001  £** |       | **Profit and  loss account  2001  £** |       | **Total  2001  £** |   | **Total  2000  £** |   | **Total  1999  £** |   |
|--------------------------------------------------|--------|----------------------------------|------------|--------------------------------------------|------------|-------------------------|--------|-------------------------|--------|-------------------------|--------|
| Opening  equity shareholders’ funds         |   | **12,502**                       | ** ** | **50,075**                                 | ** ** | **62,577**              |   | 28,806                  |   | —                  |   |
| Retained  (loss)/profit for the financial period |   |                             |       | **(33,601**                                | **)**      | **(33,601**             | )      | 33,771                  |   | 16,304                  |   |
| Issue  of share capital                          |   | —                           |       | —                                     |       | —                  |   | —                  |   | 12,502                  |   |
| Closing  equity shareholders’ funds         |   | **12,502**                       | ** ** | **16,474**                                 | ** ** | **28,976**              |   | 62,577                  |   | 28,806                  |   |

 

**11.          Ultimateparent undertaking and controlling party**

 

ONOFinance (Holdings) Limited is the ultimate parent undertaking of the company.The shares of ONO Finance Holdings are in turn held by Royal Exchange TrustCompany Limited under the terms of a Declaration of Trust for charitablepurposes. Copies of those group accounts may be obtained from the Registrar ofCompanies

 

Cableuropa S.A., acompany incorporated in Spain, is the largest group of which the company is amember (2% owned) and for which group accounts are drawn up. Copies of thosegroup accounts may be obtained from Edificio Europa II, Calle Musgo 2,Urbanización la Florida, 28023 Aravaca, Madrid, Spain.

 

**12.****                               Relatedparty transactions**

 

The company has takenadvantage of the exemption in Financial Reporting Standard No 8 from disclosingtransactions with its holding company on the grounds that it is more than 90%owned.

 

F-12

----

 

Thecompany is owned 98% by ONO Finance (Holdings) Limited and 2% owned byCableuropa S.A.  ONO Finance (Holdings)Limited has borne all administrative expenses of the company, including legal,accounting and rental costs. Accordingly, no administrative expenses have been recorded in the accompanyingfinancial accounts.

 

**13.          US GAAP**

 

**Reconciliation of shareholders’equity and net (loss)/profit**

** **
| **Reconciliation  of shareholders equity**               |   | **Year ended 31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Period  ended 31 December  1999  £** |   |
|----------------------------------------------------------|--------|------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|---------------------------------------------|--------|
|                                                     |   |                                     |   |                                         |   |                                      |   |                                        |   |
| **Shareholders’ equity in accordance with UK GAAP** |   | **28,976**                               |   | 42,141                                       |   | 62,577                                    |   | 28,806                                      |   |
| Proposed dividend                                        |   | **75,000**                               |   | 109,072                                      |   | —                                    |   | —                                      |   |
| **Shareholders  equity in accordance with US GAAP**      |   | **103,976**                              |   | 151,213                                      |   | 62,577                                    |   | 28,806                                      |   |

 
| **Reconciliation  of net (loss)/profit**         |   | **Year ended 31 December  2001  £** |   | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Period  ended 31 December  1999  £** |   |
|--------------------------------------------------|--------|------------------------------------------|--------|----------------------------------------------|--------|-------------------------------------------|--------|---------------------------------------------|--------|
|                                             |   |                                     |   |                                         |   |                                      |   |                                        |   |
| **Net (loss)/profit in accordance with UK GAAP** |   | **(33,601**                              | )      | (48,865                                      | )      | 33,771                                    |   | 16,304                                      |   |
| Proposed dividend                                |   | **75,000**                               |   | 109,072                                      |   | —                                    |   | —                                      |   |
| **Net  profit in accordance with US GAAP**       |   | **41,399**                               |   | 60,207                                       |   | 33,771                                    |   | 16,304                                      |   |

 

**Use of Estimates in the Preparationof the Financial Statements**

 

The preparation of thefinancial statements in conformity with generally accepted accountingprinciples requires management to make estimates and assumptions that affectthe reported amounts and disclosure of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements, andthe reported amounts of revenue and expenses during the reported period. Actualresults could differ from those estimates.

 

F-13

----

 

**Cash and cash equivalents**

 

Cash and cash equivalentsconsist of all cash in banks, cash in hand, and other equivalent instrumentswith original maturities of three months or less.

 

**Debt issuance costs**

 

Under UK GAAP, debtissuance costs of £15,072,855 are netted against the carrying value of therelated debt.  Under US GAAP, thesecosts are reclassified as a long-term asset and amortised over the period ofthe debt.  This difference inclassification gives rise to no differences in reported shareholders equity andnet income.

 

The company hasconsidered the impact of new accounting standards in the UK and the US and doesnot expect them have a material impact on the company’s financial statements.

 

**Revaluation of Equity ValueCertificates**

 

Under UK GAAP, increases in the value of the equityvalue certificates are recorded in the statement of recognised gains andlosses.  Under US GAAP, such amounts arecharged to other comprehensive income. However, as the increase in the value of the equity value certificatesrelated to the Company’s debt obligations is equivalent to the increase in thevalue of the related receivable from Cableuropa S.A., there are no differencesbetween net income, comprehensive income or shareholders’ equity between US andUK GAAP.

 

**Income taxes**

 

Provision for taxation has been made at the rate of 30%.

 

There are no temporarydifferences giving rise to deferred taxes in accordance with US generallyaccepted accounting principles

 

F-14

----

 

**Financial instruments**

** **
| **31 December 2001** |   | **Notional  amount  £** |   | **Carrying  amount  £** |   | **Fair  value  £** |   |
|----------------------|--------|------------------------------|--------|------------------------------|--------|-------------------------|--------|
| 13%  US$ notes 2009  |   | 189,094,410                  |   | 182,435,188                  |   | 145,602,695             |   |
| 13%  Euro notes 2009 |   | 76,504,070                   |   | 73,809,873                   |   | 58,908,134              |   |
| 14%  Euro notes 2010 |   | 122,406,512                  |   | 119,285,146                  |   | 96,701,145              |   |
| 14%  US$ notes 2011  |   | 137,523,207                  |   | 116,483,798                  |   | 108,643,334             |   |
| 14%  Euro notes 2011 |   | 91,804,884                   |   | 77,759,832                   |   | 72,525,858              |   |
|                 |   | 617,333,083                  |   | 569,773,837                  |   | 482,381,166             |   |

 
| **31 December 2001** |   | **Notional  amount  US$** |   | **Carrying  amount  US$** |   | **Fair  value  US$** |   |
|----------------------|--------|---------------------------|--------|---------------------------|--------|----------------------|--------|
| 13% US$ notes 2009   |   | 275,000,000               |   | 265,315,494               |   | 211,750,000          |   |
| 13%  Euro notes 2009 |   | 111,259,869               |   | 107,341,699               |   | 85,670,099           |   |
| 14%  Euro notes 2010 |   | 178,015,790               |   | 173,476,388               |   | 140,632,474          |   |
| 14%  US$ notes 2011  |   | 200,000,000               |   | 169,402,387               |   | 158,000,000          |   |
| 14%  Euro notes 2011 |   | 133,511,843               |   | 113,086,124               |   | 105,474,356          |   |
|                 |   | 897,787,502               |   | 828,622,092               |   | 701,526,929          |   |

 
| **31 December 2000** |   | **Notional  amount  £** |   | **Carrying  amount  £** |   | **Fair  value  £** |   |
|----------------------|--------|------------------------------|--------|------------------------------|--------|-------------------------|--------|
| 13%  US$ notes 2009  |   | 183,884,988                  |   | 176,527,834                  |   | 136,330,000             |   |
| 13%  Euro notes 2009 |   | 78,814,628                   |   | 75,661,291                   |   | 58,376,800              |   |
| 14%  Euro notes 2010 |   | 126,103,405                  |   | 122,509,458                  |   | 95,927,200              |   |
|                 |   | 388,803,021                  |   | 374,698,583                  |   | 290,634,000             |   |

 
| **31 December 1999** |   | **Notional  amount  £** |   | **Carrying  amount  £** |   | **Fair  value  £** |   |
|----------------------|--------|------------------------------|--------|------------------------------|--------|-------------------------|--------|
| 13%  US$ notes       |   | 170,278,638                  |   | 162,.498,768                 |   | 162,498,768             |   |
| 13%  Euro notes      |   | 77,697,663                   |   | 74,216,598                   |   | 74,216,598              |   |
|                 |   | 247,976,301                  |   | 236,715,366                  |   | 236,715,366             |   |

 

The company could be exposed to creditrelated losses due to the debt financing in place.

The fair value is basedon the quoted market value of the notes at 31 December 2001, 2000 and 1999.

 

F-15

----

 

**Cash flow statement**

 
|                                                         |   | **Year ended  31 December  2001  £** |       | **Year ended  31 December  2001  US$£** |   | **Year ended  31 December  2000  £** |   | **Period  ended 31 December  1999** |   |
|--------------------------------------------------------------|--------|-------------------------------------------|------------|----------------------------------------------|--------|-------------------------------------------|--------|-------------------------------------|--------|
| Cash flows from operating  activities:                       |   |                                      |       |                                         |   |                                      |   |                                |   |
| Net  income                                                  |   | **59,142**                                | ** ** | 86,010                                       |   | 33,771                                    |   | 16,304                              |   |
| **Adjustments  to reconcile net income to net cash**         |   |                                      | ** ** |                                         |   |                                      |   |                                |   |
| Foreign  exchange transaction gain/(loss)                    |   | **57**                                    | ** ** | 83                                           |   | (1,322                                    | )      | (29                                 | )      |
| Amortisation  of debt issuance costs and debt discount       |   | **5,074,892**                             | ** ** | 7,380,415                                    |   | 1,448,315                                 |   | 775,390                             |   |
| Accretion  of discount on notes receivable                   |   | **(5,074,892**                            | **)**      | (7,380,415                                   | )      | (1,448,315                                | )      | (775,390                            | )      |
| Non  cash interest payable                                   |   | **52,136,533**                            | ** ** | 75,822,160                                   |   | 42,537,069                                |   | 20,992,047                          |   |
| Non  cash interest receivable                                |   | **(52,175,922**                           | **)**      | (75,879,443                                  | )      | (42,569,531                               | )      | (21,008,336                         | )      |
| Increase  in debtors                                         |   | **—**                                | ** ** | —                                       |   | —                                    |   | —                              |   |
| (Decrease)  in creditors                                     |   | **(8,422**                                | **)**      | (12,248                                      | )      | (4                                        | )      | 4                                   |   |
| Total  adjustments                                           |   | **(47,754**                               | **)**      | (69,448                                      | )      | (33,788                                   | )      | (16,314                             | )      |
| Net  cash inflow/(outflow) from operating activities         |   | **11,388**                                | ** ** | 16,562                                       |   | (17                                       | )      | (10                                 | )      |
|                                                         |   |                                      | ** ** |                                         |   |                                      |   |                                |   |
| Cash  flows from financing activities issue of share capital |   | **—**                                | ** ** | —                                       |   | —                                    |   | 12,502                              |   |
|                                                         |   |                                      | ** ** |                                         |   |                                      |   |                                |   |
| Net  (decrease)/increase in cash and cash equivalents        |   | **11,388**                                | ** ** | 16,562                                       |   | (17                                       | )      | 12,492                              |   |
|                                                         |   |                                      | ** ** |                                         |   |                                      |   |                                |   |
| Cash  and cash equivalents, at beginning of period           |   | **12,475**                                | ** ** | 18,142                                       |   | 12,492                                    |   | —                              |   |
|                                                         |   |                                      | ** ** |                                         |   |                                      |   |                                |   |
| Cash  and cash equivalent, at end of period                  |   | **23,863**                                | ** ** | 34,704                                       |   | 12,475                                    |   | 12,492                              |   |

 

Non-cash investing andfinancing activities disclosure:

 

The cash proceeds fromthe debt issuance were received directly by Cableuropa S.A.  Accordingly, the cash flow statement doesnot reflect receipt of these proceeds and a subsequent disbursement toCableuropa S.A.

 

F-16

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**Accounting for derivative instruments and hedgingactivities**

 

The company hasconsidered the impact of new accounting standards in the UK and the US and doesnot expect them have a material impact on the company’s financial statements.

 

**13.          Subsequentevents**

 

There were no subsequentevents.

 

**14.          Derivativesand other financial instruments**

 

The company’sfinancial instruments comprise borrowings, debtors and creditors that arise asa result of normal operations.  Thecompany does trade in financial instruments.

 

The main riskarising from the company’s financial instruments is foreign currency risk.  However, as the onward lendings toCableuropa Group are in the same currencies as the borrowings, any foreigncurrency exposure should be minimal. Details can be found in notes 6 and 8.

 

*Maturity of financial instruments*

The maturityprofiles of the company’s financial instruments are detailed in notes 6 and 8.

 

*Fair values*

The fair value ofthe financial liabilities at 31 December 2001 is detailed in note 13.  The fair values of the financial assets arenot materially different from their book value as detailed in note 6.

 

*Interest rate risk*

The company is notexposed to interest rate risk as all interest rates on financial instrumentsare fixed as detailed in notes 6 and 8 and finance raised by the issue of thefinancial instruments are subsequently on lent at similar fixed rates ofinterest.

 

F-17

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**SIGNATURES**

** **

Pursuant to the requirements of Section 12 of theSecurities Exchange Act of 1934, the Registrant certifies that it meets all ofthe requirements for filing on Form 20-F and has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 

 
|                                | ONO FINANCE PLC       |
|-------------------------------------|-----------------------|
|                                |                  |
|                                | (Registrant)          |
|                                |                  |
| Date:   July 1, 2002 |                  |
|                                | By:                   | /s/ Peter Hills |   |
|                                |                  |
|                                | Peter Hills, Director |

 

 

----

 

**Certification Pursuant to Section 302 of the Sarbanes-OxleyAct 2002**

 

I, Bryan Needham, certify that:

 

1.                                       Ihave reviewed this annual report on Form 20-F of ONO Finance PLC, (the“Company”);

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

4.                                       TheCompany’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as such term is defined inparagraph (c) of Exchange Act Rule 15d-14) for the Company and we have:

 

(a)                                  Designedsuch disclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

(b)                                 Evaluatedthe effectiveness of the Company’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this report (“EvaluationDate”);

 

(c)                                  Presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

(d)                                 Disclosed,based on our most recent evaluation, to the Company’s auditors and the auditcommittee of the board of directors (or persons fulfilling the equivalentfunction):

 

(i)                                     Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Company’s ability to record, process, summarize andreport financial data and have identified for the Company’s auditors anymaterial weaknesses in internal controls; and

 

(ii)                                  Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls; and

 

(e)                                  Indicatedin this report whether or not there were significant changes in the Company’sinternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of their most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 

 
| By:        | /s/ Bryan Needham  |   |
|------------|--------------------|--------|
| **Name:**  | **Bryan  Needham** |
| **Title:** | **Director**       |
| **Date:**  | **May  13, 2003**  |
|            |                    |        |  |

 

 

----

 

**Certification Pursuant to Section 302 of the Sarbanes-OxleyAct 2002**

 

I, Peter Hills, certify that:

 

1.             I have reviewedthis annual report on Form 20-F of ONO Finance PLC, (the “Company”);

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

4.                                       TheCompany’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as such term is defined inparagraph (c) of Exchange Act Rule 15d-14) for the Company and we have:

 

(a)                                  Designedsuch disclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

(b)                                 Evaluatedthe effectiveness of the Company’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this report (“EvaluationDate”);

 

(c)                                  Presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

(d)                                 Disclosed,based on our most recent evaluation, to the Company’s auditors and the auditcommittee of the board of directors (or persons fulfilling the equivalentfunction):

 

(i)                                     Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Company’s ability to record, process, summarize andreport financial data and have identified for the Company’s auditors anymaterial weaknesses in internal controls; and

 

(ii)                                  Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls; and

 

(e)                                  Indicatedin this report whether or not there were significant changes in the Company’sinternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of their most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 

 
| By:        | /s/ Peter Hills   |   |
|------------|-------------------|--------|
| **Name:**  | **Peter  Hills**  |
| **Title:** | **Director**      |
| **Date:**  | **May 13,  2003** |
|            |                   |        |  |

 

 

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