for the period from 29 may 2015 to 2$ may 2016 · formerly trading from: p0 box 572, woodlands, 21...
TRANSCRIPT
pwc
WXYZ CorporationLimited (formerlyAstracast Limited) -
in Creditors’VoinntaryLiquidation
Joint liquidators’second progress reportFor the period from 29 May 2015 to 2$ May 2016
wwv.pwc.co .uk/wxyz
22 July 2016
pwc
To all known members and creditors
22 July 2016
Our ref: MD/RW/WXYZ/CVL1204A
Dear Sir/Maclam
WXYZ Corporation Limited (formerly Astracast Limited) - in creditors’ voluntary liquidation
(the Company)Formerly trading from: P0 Box 572, Woodlands, 21 Roydsdale Way, Euroway Industrial Estate,
Bradford, BD4 6SE
Please find enclosed the Liquidators’ second progress report for the period from 29 May 2015 to 28 May 2016 to
members and all known creditors.
If you have any queries about this report, please contact Andy Lilley on 0113 289 4153.
Yours faithfully
<-Thj
Stephen EllisJoint liquidator
Enclosures
Stephen Andrew Ellis and Toby Scott Underwood have been appointed asjoint tiquidators of the company. Both are licensed in the
United Kingdom to act as an Insotvency Practitioner by the Institute of Chartered Accountants in England and Wales.
Thejoint liquidators are bound by the Insolvency Code ofEthics which can befound at:
https://www.qov.uk/qovernment/yubtications/insolvenco-prachtioner-code-otethics.
Thejoint tiquidators ore Data Controtters ofpersonal data as defined by the Data Protection Act 1998. PricewaterhouseCoopers LLP rciilt
Oct as Data Processor on their instructions. Personal data wilt be kept secure and processed onty for matters relating to the liquidation.
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Definitions used in this report
Definition used Term
WXYZ / the Company WXYZ Corporation Limited (formerly known as Astracast Limited) —
the Liquidators Stephen Andrew Ellis and Tohy Scott Underwood of PhcewaterhouseCoopers LLP, Benson
House, 33 Wellington Street, Leeds, West Yorkshire. ISi 4W
our
1R86 Insolvency Rules 1986
lA86 Insolvency Act 1986
Birstall Unit 1, Holden log Way, Birstall, West Yorkshire, WFv7 9AE (title numbers WYK423063,
WYK423980 and WYK590022)
Bradford together “the Rovdsdale Way, Eurowny Trading Estate, Bradford, West Yorkshire, BD4 6SE (title numbers
, WYK214956 and WYK158634)Properties’
NULNewcastle tinder Lyme, Staffordshire, ST 6EL (title number SF151966)
ICAEW Institute of Chartered Accountants in England and Wales
CRS Old CRS Old Limited (fornierh’ The Spring Ram Corporation Limited)
Demlin Demlin Investments Limited
HLD HLD Capital Limited
HMRC NM Revenue & Customs
Jacuzzi UK Jacuzzi UK Group Plc
PPF The Pension Protection Fund
Prescribed Part Monies set aside for unsecured creditors from floating charge realisations, where a floating
charge was created and registered at Companies House after ig September 2003
Proposals The Administrators Proposals for achieving the purpose of Administration
Ramfield Ramfield Limited (formerly Ramfield plc)
RBS Royal Bank of Scotland plc
SPA Sale and purchase agreement for the sale of the business and assets of Astracast Lhnited
dated 7 February 2014
the Administration The administration of WXYZ which commenced on 7 Febnian’ 2014 and ended on 28 May
2014
the Administrators John Titley, Julien living and Conrad Beighton of Leonard Curtis Recovery Limited, Tower
12, 18/22 Bridge Street, Spinningtields,_Manchester, M3 3BZ
the Astracast Facility 21 Roydsdale Way, Euroway Tradiug Estate, Bradford, West Yorkshire, BD4 6SE (title
number WYK658825)
the Landlord Legal & General Property Limited
the_Liquidation The liquidation of WXYZ which commenced on 29 May 2014
the Pension Scheme The Jacuzzi UK Retirement Benefit Scheme
the Purchaser Astracast Limited (formerly known as Mhworth Global Pipe Systems Limited)
the Receivers Richard Roe and Anthony Spencer of Eddisons Commercial Limited and Mark Swiers and
Michael Daniel Worsley Hardy of Sanderson Weatherall LLP appointed as Receivers over
the Properties
the Trustees The Trustees of The Jacuzzi UK Retirement Benefit Scheme
USI USI Plumbing Limited (formerly USI Plumbing plc)
Joint liquidators’ second progress report 3
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Table ofcontents
i. Introduction 5
1.1. Why we’re sending you this report 5
1.2. Estimated dividend prospects 5
2. Progress made during the period 6
2.1. Asset realisations 6
2.2. Assets specifically pledged to a creditor 6
2.3. Assets not specifically pledged to a creditor 8
2.4. Other matters 8
2.5. Statutory and compliance 8
3. Outcome for creditors 10
3.1. Secured creditors 10
3.2. Preferential creditors (mainly employees) 10
3.3. Unsecured creditors 10
4. Liquidators’ fees and other financial information 12
4.1. Our fees 12
4.2. Our disbursements 12
4.3. Administrators’ remuneration 12
4.4. Creditors’ rights 12
4.5. Receipts and payments account 12
4.6. Statement of expenses 12
Appendix A. - Statutory and other information 13
Appendix B. - Receipts and payments account for the period 29 May 2015 to 28 May 2016 14
Appendix C. - Details of our remuneration and disbursements and other professional costs 17
Appendix D. - Statement of expenses for the period 29 May 2015 to 28 May 2016 20
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1. Introduction
1.1. Why we’re sending you this report
This is our second annual report to members and creditors. It will help if you read this alongside our previous
progress report which can be found at cpwc.co.uk/z.
This report provides a summary of:
• The steps taken during the second year of the Liquidation:
• Outstanding matters; and• A provisional estimate of the outcome of the Liquidation for creditors.
In Section 2 we provide more detailed information on what we’ve been doing during the period covered by this
report and in Section 3 we provide information as to what the outcome for creditors might be.
By law, we have to give you certain statutory information, which is included in Appendix A.
1.2. Estimated dividendprospects
The following table shows the estimated position for preferential and unsecured creditors. In Section 3 we also
explain what recoveries the secured creditors are expected to make from assets subject to the security granted
in their favour by the Company.
Recovery Forecast Timing
For preferential creditors:i.e. former employees (for unpaid wages up to £8oo and This report: N/A
holiday pay only) and unpaid pension contributions in Last report: N/A
certain circumstances: N/AAs all employeestransferred to the
Purchaser.
for unsecured creditors: This report:
i.e. all other creditors who are neither secured nor Between 0.013 and Unknown
preferential: 2.085 p/Last report: Unknown
Please note this guidance on dividend prospects is only an indication. You shouldn’t use it as the main basis of
any bad debt provision that you may need to make.
WXYZ Corporation Limited (formerly Astracast Limited) -in Creditors’ Vo1untay Liquidation
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2. Progress made during the period
2.1. Asset realisations
We’ve realised the Company’s assets (including during the period of this report) as follows:
Actualrealisations
______________________
£
Fixed charge assetsBalance from Administrators 25,000
25,000
Floating charge assetsBalance from Administrators 95,233
Sale of business — deferred consideration 323,834
Tax losses 126,450
Tax losses — contribution towards cost 8,360
VAT duty deferment refttnd 20,775
Earn out consideration -
Interest received 743
575,385
Please note the estimated to realise figures as per the statement of affairs are not provided here as some of the amounts were realised in
the Administration and therefore the figures are no longer representative of the amounts left to realise in the Liquidation.
* Third party funds held by the Liquidators are not included in the table above as they do not form asset realisations of the Liquidation.
Rental income received from the Administrators is excluded from the table above as it is not yet clear whether this will form an asset
realisation (discussed in more detail later in the report).
2.2. Assets specifically pledged to a creditor
Administration surplus
Of the £120,223 transferred from the Administrators, £25,000 related to a surplus from the sale of the fixed
charge assets in the Administration sectired by way of a debenture in favour of Demlin. Payments of £12,000
have been dedttcted from the surplus as shown on the receipts and payments account at Appendix B. Therse
payments related to agents costs incurred in the Administration.
The Properties
We understand the legal title to the Properties vested in Ramfield (part of the same group of companies as
WXYZ) and WXYZ holds the beneficial title to the Properties, and therefore may be entitled to any surplus sales
proceeds over and above any charges registered against the Properties.
On 9 February 2007, both Ramfield and WXYZ granted security over the Properties to the Trustees. The
Pension Scheme liability is estimated to be c.90 million. On 13 April 2015, the PPF issued a transfer notice
under Section i6o of the Pensions Act 2004 in respect of the Pension Scheme. The consequence of the issue of
the transfer notice is that the PPF took on the pension scheme and the Trustees were discharged from their
pension obligations.
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Appointment of the Receivers
As detailed in our previous report, on i8 June 2014 the Trustees appointed the Receivers over the Properties to
act as managing agents and to market and sell the Properties on their behalf.
The sale of Birstall completed on 6 february 2015 for £3.8 million. All sales proceeds, following the deduction
of the Receivers costs, were distributed to the PPF. This amounted to £3,528,358.
The sale of NUL completed on 17 July 2015 for £950,000. All sales proceeds, again following the deduction of
the Receivers costs, were distributed to the PPF.
The sale of Bradford completed on i8 December 2015 for £2.5 million. Of this, £322,940 has been paid to the
PPF. The rest of the funds, following deduction of costs, are currently held in a solicitors’ escrow account until
the potential cap on the security over Birstall and Bradford has been resolved.
Potentiat cap on the security over Birstall and Bradford
On appointment we were made aware of correspondence which suggested that the security over the properties
at Birstall and Bradford was capped at £4 million. This is a position which the PPF disputes. It should be noted
that there is no such cap in relation to the property at NUL.
If there is a cap on the PPf’s security, any proceeds of sale over and above £4 million (after reasonable costs of
sale) may be payable to the Company as beneficial owner.
following the receipt of legal advice, we sought counsel’s opinion in order to ascertain whether it would be in
the interests of the creditors to make an application to court for directions. Advice from counsel confirmed that
the only conclusive way to ascertain whether a security cap exists was to apply to court for directions.
Insufficient realisations in the Liquidation mean that we are unable to fund such an application. The PPF has
confirmed that it will fund the application to court to determine the position.
Along with the sales proceeds as detailed above, the PPF has received £482,261 relating to rental income.
furthermore, rental income from the Properties totalling £95,148 was passed from the Administrators to us on
our appointment. We continue to hold this rental income whilst we conclude whether this rental income is
captured by the PPf’s security.
We will also be seeking directions from the court that if the cap is found to be valid on the Trustees’ entitlement
to the sales proceeds, whether the cap of £4 million also includes any rental income distributed to the PPF.
We are currently finalising the documents which will accompany the application to court to determine the
position. The PPF and Demlin are named as respondents and they have been invited to submit their comments
before the application is made.
Chargeable gains arisingfrom sale of the Properties
In our previous report we advised that we were investigating whether there will be chargeable gains arising
from the sale of the Properties.
We advised that the settlement of any tax on chargeable gains would be the responsibility of WXYZ as beneficial
owner and would be payable as an expense of the Liquidation ranking ahead of any distributions to floating
charge or unsecured creditors.
following this we received further advice from our tax specialists that we were able to use the capital losses
from CRS Old to off-set any chargeable gains which may arise. Due to the level of available losses from CRS Old,
this is still the case even where we have been unable to ascertain what the original purchase price of the
Properties despite requesting this information from various sources.
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2.3. Assets not specificatty pledged to a creditor
Earn-out consideration
Under the terms of the SPA, if operating profits between 7 February 2014 and 7 February 2015 were Li million
or above, the Purchaser was required to pay additional consideration to the Company.
By 7 May 2015 the Purchaser was required under the SPA to prepare audited accounts and within 14 days of
preparation send these to us along with a certificate from their accountants evidencing the operating profits
achieved and, if applicable, stating the amount of earn-out consideration payable.
On request, the Purchaser provided draft management accounts for the period in question. This indicated that
operating profits were not sufficient to generate any consideration from the earn-out provisions. However, the
accounts provided were not audited or in the prescribed format. The audited accounts were subsequently
received in August 2015 and confirmed that operating profits were insutificient to generate any consideration
from the earn-out provision within the SPA.
No consideration is therefore expected from this source and we now consider this matter to be closed.
Duty deferment scheme refund
As detailed in the previous report, RBS guaranteed the Company’s VAT duty deferment scheme that it had
entered into with HMRC. As set out in the Proposals, a duty deferment bond of L6o,ooo was held in an RBS
account as a precaution should HMRC ever call on the guarantee in place.
This bond had been called upon previously and the balance left in the account was £20,775. This was
transferred to WXYZ on 11 June 2015. No ftirther hinds are anticipated from this source.
Interest received
Interest receipts in the period total £520.
2.4. Other matters
Intercompany debtors
The directors’ statement of affairs in the Administration listed intercompany debtors with a book value of £15.7
million but an estimated to realise value of nil. We have been unable to acquire any information from the
Purchaser in relation to the inter-company debtor’s position and therefore we will have to rely on the
information provided within the statement of affairs.
Outstanding Administration costs
On our appointment a number of fees and expenses from the Administration remained unpaid.
These fees and expenses have now been paid in full and are shown on Appendix B.
2.5. Statutory and compliance
Work has been undertaken in relation to our statutory and compliance obligations. This work has included
reporting to creditors of the Company, maintaining internal case records and complying with insolvency
legislation. This work is detailed further in Appendix C.
VAT matters
The Company was re-registered for VAT from 7 February 2014 (the date of the Administrators’ appointment)
and we have continued to submit quarterly VAT returns to HMRC.
WXYZ Corporation limited (formerly Astracast Limited) -in Creditors Voluntar Liquidation
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In February 2016, an inspection of the Company’s VAT records took place. However, we were oniy able to
provide the VAT officer with information and records pertaining to the period of the Liquidation. No fttrther
action was taken in relation It) the inspection.
As discussed above in ‘The Properties’ section, the Receivers are responsible for the sale of the Properties and
are also accountable to HMRC for any VAT due on the sales. We have been advised by the Receivers that all
VAT in relation to the Properties has been paid over to HMRC.
Tax matters
The Administrators’ confirmed the submission of their tax returns for their period of office to HMRC on 6 July
2015.
We have also submitted our first tax return for the period 29 May 2014 to 28 May 2015 to HMRC on 14 January
2016. This was a nil return and therefore no tax was payable to HMRC.
WXYZ Corporation Limited (formerly Astracast Limited) -in Creditors’ Voluntary Liquidation
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3. Outcomefor creditors
3.1. Secured creditors
The PPF
The Tnistees held a legal charge over the Properties by way of a debenture entered into on 9 February 2007. As
at 13 April 2015, the security held by the Trustees formally transferred to the PPF.
As l)reviouslY stated, the Pension Scheme liability is estimated to be in the region of c. £90 million, albeit no
formal claim has yet been received. Current and potential future distributions received by the PPF from the sale
of the Properties will be insufficient to settle this balance in full whether a cap is found to be in place or not. Any
amounts owing over and above the security will be an unsecured claim in the Liquidation.
As discussed in Section 2, it has been the responsibility of the Receivers to remit any sales proceeds due to the
PPF tinder their security subject to the ongoing investigation in relation to whether this security over Birstall
and Bradford was historically capped at £4 million.
It is understood that the security granted over NUL is not subject to any cap and therefore all proceeds of sale
have been remitted directly to the PPF.
To date the PPF has received £5,362,835 in relation to both sales proceeds and rental income relating to the
Properties as detailed in the table below.
Property Sales proceeds £ Rental Receivers Amount held Amount
income £ costs in escrow £ distributed £deducted £
____
Birstafl 3,800,000 144,792 271,642 -3,673,150
Bradford 2,500,000 345,594 74,755 2,110,430 660,409
NUL 950,000 127,380 48,104 -1,029,276
Total 7,250,000 617,766 394,501 2,110,430 5,362,835
Demlin
It is understood that 1)emlin holds a fixed and floating charge over the Company’s assets. During the
Administration Demlin received distributions totaling £375,000 under their fixed charge and £577,000 tinder
their floating charge.
We are yet to ascertain the remaining amount Demlin is seeking to claim tinder its security. \‘e therefore
cannot comment further regarding the level of any future distributions due to Demlin.
3.2. Preferential creditors (mainly employees)
The Company has no known preferential creditors.
3.3. Unsecured creditors
As per the directors’ statement of affairs, unsecured creditor claims are estimated to total c.1.o4 million. Only
a handful of unsectired claims have been received by us to date.
The Prescribed Part is a fund that has to be made available for unsecured creditors. It’s paid otit of “net
property”. Net property is floating charge realisations after costs, and after paying - or setting aside enough to
pay - preferential creditors in full. But it only has to be made available where the floating charge was created on
or after 15 September 2003.
WXYZ Corporation limited (formerly Astracast Limited) -in Creditors’ Voluntar Liquidation
Joint liquidators’ second progress report io
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We believe that the Prescribed Part applies in this case as Demlin’s floating charge was created and registered at
Companies House after 15 September 2003.
The amount of the Prescribed Part is:
— 50% of net property up to £10,000;
— 20% of net property above £io,000; and— Subject to a maximum of £6oo,ooo.
We think that, based on Administration related realisations and expenses, the Company’s net property will be
£720,895 which means the estimated value of the Prescribed Part is £147,179. The estimated dividend
percentages provided earlier in tile report are subject to change. The final dividend will be based on the
following:
— future asset realisations;— The outcome of the court hearing; and— The final level of claims received from unsecured creditors.
You shouldn’t use it as the main basis for any bad debt provisions.
Apart from any Prescribed Part, there may be surplus funds to allow a dividend for unsecured creditors. More
information on this will be available following the outcome of the court hearing.
Ifyou hat’e not yet submitted a claim in the Liquidation and would like to, please complete the
enclosed statement ofclaimform and return to Andy Littey, FricewaterhouseCoopers LLP,
Benson House, 33 Wellington Street, Leeds, LS; 4JP, along with any supporting documents to
substantiate your claim.
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4. Liquidators’fees and otherfinancialinformation
4.1. Ourfees
The basis of our fees is yet to be determined in this case.
No fees can be drawn until our remuneration basis has been approved by creditors.
We will seek to approve the basis of our remuneration from the general body of creditors once a decision has
been made by the court in relation to the dispute security entitlement.
from 29 May 2015 to 2$ May 2016, we have incurred time costs of £170,439 for 598 hours work and a
breakdown of the work streams we have undertaken during the period covered by this report can be found at
Appendix C.
4.2. Our disbursements
Category; Disbursements
We’ve incurred category; disbursements of £564 during the period 29 May 2015 to 2$ May 2016. We have not
drawn anything in relation to these disbursements. further details are provided in Appendix C.
Category 2 Disbursements
We have not incurred any categoly 2 disbursements during the period 29 May 2015 to 2$ May 2016.
4.3. Administrators’ remuneration
The Administrators’ remaining pre-appointment fees of £62,874 and remaining post appointment fees of
£74,167 were approved by the general body of creditors in the Administration and have now been paid during
the period and are shown at Appendix B.
4.4. Creditors’ rights
Creditors have the right to ask for more information within 21 days of receiving this report as set out in Rule
4.49E of the Rules. Any request must be in writing. Creditors can also challenge our fees and expenses within
eight weeks of receiving this report as set out in Rifle 4.131 of the Rtfles. This information can also be found in
the guide to fees at
http://www.icaew.com//media/corporate/fl1es/technical/insolvency/creditors%2oguides/creditors%2oguide
%2oliquidators%2ofees%2ofinal.ashx.
You can ask for a copy free of charge by calling Andy Lilley on 0113 289 4153.
4.5. Receipts andpayments account
A receipts and payments account for the period 29 May 2015 to 28 May 2016 is provided in Appendix B.
4.6. Statement ofexpenses
A statement of expenses for the period 29 May 2015 to 28 May 2016 is provided in Appendix D.
This statement doesn’t include any tax liabilities that may be payable for the period of this report as this will
depend on the position at the end of the accounting period.
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AppendixA. - Statutory and otherinformation
Name of compain. — t WXYZ Corporation Limited (formerly Astracast Limited)
Registered number: 01455007
Registered office: Benson House, 33 Wellington Street, Leeds, LSi 4JP
rmer company names: ]Astracast Limited
Trading names: WXYZ Corporation Limited
Trading address: P0 Box 572, Woodlands, 21 Roydsdale Way, Euroway Industrial
Estate, Bradford, BD4 6SE.
Names of liquidators and their Stephen Andrew Ellis and Toby Scott Underwood of
address(es): PricewaterhouseCoopers LLP, Benson House, 33 Wellington Street,
Leeds, LSi 4JP.
Date of liquidators appointment: 29 May 2014
Details of change in liquidators: N/a
Details of prior administration: J Irving, C Beighton, and J M Titley of Leonard Curtis were
appointed as joint administrators on 7 february 2014.
Estimated dividend for preferential N/a
creditors:
Estimated dividend for unsecured Unknown
creditors:
Estimated values of the Company’s Net Property: £720,896
net property and Prescribed Part: Prescribed Part: £147,179
Whether and why the Liquidators N/a
intend to apply to court under Section176A(5) IA$6:
The European Regulation on N/a
Insolvency Proceedings (CouncilRegulation(EC) No. 1346/2000 of 29
May 2000):
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Appendix B. - Receipts andpaymentsaccountfor the period 29 May 2015 to28 May 2016
WXYZ Corporation Limited - in creditors’ voluntary liquidation
Surimiary of financial information as at 28 May 2016
Fixed charge receipts and payments account - PPF
Fixed charge receipts
Balance from Administrators - rental income
Balance from Administrator’s - rent deposit NFL
Surplus from sale of the Properties
___________________________________________________________ ________________
Fixed chctrge payments - PPF
Third party funds lent deposit - Newcastle under Lyme
Balance from Administrators - cental income
Liquidation insurance costs - properties
Liqimidators’ fees
Liqtudators’ disbursements
FUNDS IN HAND
Fixed charge receipts and ppts-Deuilin
Fixed charge receipts
Balance from Adinninistratom’s
Fixed charge pcflfifleltts
Administration costs - agents’ fees
FUNDS IN hAND
25,000.00 - 25,000.00 25,000.00
25,000.00 - 25,000.00 25,000.00
- (i 2,000.00) (i 2,000.00) (12,000.00)
- (12,000.00) fi 2,000.00) (12,000.00)
25,000.00 (12,000.00) 13,000.00 13,000.00
WXYZ Corporation Limited (formerly Astracast Limited) -in Creditors’ Voluntary Liquidation
Joint liquidators’ second progress report
Total for the Total for the period Total
period from from 29 May 2015
appomtment to to 28 May 2016
28 May 2015
Estimatedoutcome
££ £ £
95,147.79 - 95,147.79 95,147.79
72,07608 - 72,076.08 72,076.08
-Uncertain
167,223.87 - 167,223.87 Uncertain
(72,076.08) - (72,076.08) (72,076.08)
-
- Uncertain
- (587.50) (587.50) (587.50)
- -- Uncertain
--
- Uncertain
(72,076.08) (587.50) (72,663.58) Uncertain
95,547.79 (587.50) 94,560.29 -
Notes
1
1
1
14
Interest received
Administration elated post appointment agents’ tees and expenses
Liquidators pre appointment fees
Liquidatocs’ pre appointment disbursements
Legal fees - contribution to costs/sale of tax losses
Legal fees and expenses (Liquidation related)
223.28 519.73 743.01 743.01
766,590.81 21,294.35 787,885.16 787,885.16
506,532.77 (229,124.96) 384,968.10 720,896.30
Estimated dis5dend to unsecured creditors
Cash at bank
0.14 5
626,680.56 (241,712.46) 384,968.10 -
“AllJIqures are stated as erclusine of VAT.
“Funds are held in a Barclays interest bearing account. The inrerest rate appliasbie to the aunt is O]OO%
WXYZ Corporation limited (formerly Astracast Limited) -in Creditors’ Voluntary liquidation
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qjpg charge receipts and payments account - Demlin
floating charge receipts
Balance from Administrators
Balance from Administrators’ licence fee .°stracast facility
Sales of business - deferred consideration
Sale of business - earn out consideration
Tax losses
Tax Losses - contribution towards costs
VAT dtmtv deferment refund
inter cons pany debtors
95,223.03 - 95,223.03 95,223.03
212,500.00 - 212,500.00 212,500.00
323,834.00 - 323,834.00 323834.00
126,450.32 - 126,450.32 126,450.32
8,360.1$ - 8,360.18 8,360.18
-
20,774.62 20,774.62 20,774.62
Floating charge payments
Bank charges (21.00) - (21.00) (21.00)
Third party funds - licence fee (212,500.00) (212,500.00) (252,500.00)
Administration related VAT pament to HMRC (47.537.04) (49,654.54) (47,537.04)
Administrators’ pre-appointment fees -(62,874.07) (62,874.07)
Pre-Administmtion costs - legal fees and expenses (31,864.05) (31,864.05)
Pre-Admninistration Costs - agents’ fees and expenses -(20,000.00) (20,000.00)
Statutoty advertising (75.82) (75.82)
Administrators’ post appointment fees (74,166.67) (74,s66.67)
Administration related post appointment legal fees and expenses (23,098.67) (23,098.67)
(2,117.50)
(62,874.07)
(31,864.05)
(20,000.00)
(75.82)
(74,166.67)
(23,098.67)
(18,008.33) (18,008.33) (18,008.33)
-- Uncertain
-- Uncertain
(4,180.09) (4,180.09) (4,180.09)
-(14,096.33) (14,096.33) Uncertain
(260,058.04) (250,481.53) (510,539.57) Uncertain
506,532.77 (229,187.18) 277,345.59 Uncertain
-
--
N/A
-62.22 62.22 62.22
FUNDS IN HAND
Preferential creditors
VAT control account
Net property
Prescribed Part (for unsecured creditors)
Unsecured creditors (as per the Statement of Affairs)
2
2
2
(147,179.00) 3
104,321,123.00 4
Joint liquidators’ second progress report 15
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Notes
1 We will hold the rental income until the court application has been made. We am reqnesting directions from the conrt in relation
to the rental income held and whether tbe potential cap of £4 million also covers the rental income from the Properties.
2 As the basis of our fees and expenses has not yet been approved by the general body of creditors and the final level
of realisations into the Liquidation are uncertain, no estimate of these fees and expenses has been provided at this time.
Dne to nucertainty around the final level of realisations in the Liquidation, the estimated Prescibed Pact available for nnsecured
creditors has been calculated based solely ou the amount ringfeuced for creditors at the end of the Administration.
4 The nnsecnred creditors figure is based on the figure within the directors’ statement of affairs.
5 The dividend estimate is between 0.013 and 2.085 pence in the pound. This will depend on the outcome of the conrt application.
More information wil be provided to creditors in dne course.
Directors’ statement of affairs values have not been provided as dne to a number of the asset realisations taking place in the
fomwr administration, these figures are not comparable with Liquidation realisations.
WXYZ Corporation limited (formerly Astracast limited) -in Creditors’ Voluntary Liquidation
Joint liquidators’ second progress report i6
pwc
Appendix C. - Details ofour
remuneration and disbursements and
otherprofessional costs
Background
The basis of our fees is yet to be determined in this case.
No fees can be drawn until our remuneration basis has been approved by creditors.
We will seek to approve the basis of our remuneration from the general body of creditors once a decision has
been made by the court in relation to the dispute security entitlement. The value of future costs will therefore
depend on the fee basis determined by creditors and therefore no estimates are provided at this time.
Narrative of key areas of work carried out for the period 29 May 2015 to 28 May 2016
There remain a number of distinct work streams within the work we have done. It should be noted that
individuals will have worked in more than one area. The activities of these work streams are summarised below:
Accoun.,. treasury Kegh ufls; 10 manage toe Lompanys s.nsures properbank accounts. control of cash.
Processing payments to third parties;To ensure receipts and Required by statute to
Processing receipts into the Liquidation payments are fully and ensure we comply with
account; and accurately recorded. our legal obligations.
____________________
Checking payee bank account details.
Assets finalising receipt of VAT duty deferment To protect and majdmise Information gathering
monies; the value of the ensures we haveCompany’s assets, exhausted all avenues of
Liaising with the Purchaser and our potential realisations for
solicitors in relation to earn-out clause the benefit of the
within the SPA; and Company’s creditors.
Liaising with the Purchaser in relation to
________________
thter-conjdebtorositiot
____________________
Creditor claims and Ad hoc creditor enquiries; and To keep creditors Work is required by
distribution informed of the progress statute and for the proper
Investigation into inter-company of the Liquidation. administration of the
creditor position. Liquidation.To gather information inrelation to the intercompany creditor positionprior to making anydistribution to unsecuredcreditors.
freehold Property Communication with Receivers in For the proper Work was required for the
relation to completion of Property sales, management of the proper administration of
distribution to the PPF and costs Liquidation, the Liquidation.
relating to the sales;
Ad hoc communication with Receivers/requests for information relating to theProperties; and
WXYZ Corporation Limited (formerly Astracast Limited) -in Creditors’ Voluntat Liquidation
Joint liquidators’ second progress report 17
Area of work Activities completed Why the work was What, if any, financialnecessary benefit the work
provided to creditorsor whether It wasrequired by statute
I
pwc
Correspondence with Valuations OfficeAgency in relation to original purchase
_____________________________
jeolProperties
Potential cap on the sales of Meetings with solicitors in relation to To determine whether the If the court determines
the Properties this matter; Property sales proceeds that the cap is valid thenover and above £4 million the sales proceeds in
Review of information/evidence on file; should fall as part of the excess of £4 million willLiquidation. be transferred to the
Regular communications with interested Liquidation for the benefit
parties in relation to of the unsecured
evidence/information provision; creditors.
Preparation of estimated outcomestatement:
Regular communication with oursolicitors and preparation of documentsto send to counsel;
Review of counsel’s opinion; and
Review of skeleton argument andliaising with our solicitors in relation to
____________________________
this.
___________________________________________
Strategy and planning Budgets and cost monitoring; For the proper Controls time costs andmanagement of the case. ensures efficient case
Cash flow monitoring; and progression.
___________
Updates ssionmeetin
____
Statutory and compliance Internal compliance procedures: To comply with Required bymandatory statutory and statute/regulations.
Circulation and preparation of the first other obligations.annual report for the Liquidation;
Drafting this annual report;
Appointee and manager case reviews;and
CaseTax/VAT/Pensions Submitting quarterly VAT returns to To comply with legal Required by statute or
I IMRC; requirements. other legal requirement.
Preparing and submitting our first Ensures any available tax
Liquidation return; and VAT recoveries aremade for the benefit of the
Reviewing the Administrators tax Liqtudation.
return;
Investigation work into potentialchargeable gains on the Property sales;
Liaising with Receivers to ensure VATon the Property sales paid to HMRC;and
Liaising with VAT officer in relation to
_______________________________
VAT inspection.
_______________________________________________________________
Our relationships
We have had no business or personal relationships with the parties who will be required to approve our fees (or
who provide services to the Liquidation) where the relationship could give rise to a conflict of interest.
WXYZ Corporation limited (formerly Astracast Limited) -in Creditors’ Voluntary Liquidation
Joint liquidators’ second progress report 1$
Area of work Activities completed Wln the wotk was What, if any, financialnecessary benefit the work
provided to creditorsor whether it wasrequired by .statute
pwcDisbursements for services provided by our firm (Category 2 disbursements)
Our firm’s expenses policy allows for all properly incurred expenses to be recharged to the case. Disbursements
were charged to the assignment as follows:
Photocopying At 5 pence per sheet copied, only charged for circulars to creditors and other bulk copng.
Mileage j1aximum of 71 pence per mile (up to 2,000cc) or 93 pence per mile (over 2,000cc).
Our disbursements in the period 29 May 2015 to 28 May 2016
We have incurred the following disbursements (excluding VAT) in the period 29 May 2015 to 28 May 2016.
CategOIy2t
___ __—
Archiving Costs $3.00 Mileage: -
Land Registiy Costs 18.00
Online Report Usage i.oo Total: -
Printing 462.00
Total: 564.00
The statement of expenses at Appendix D show what we have drawn in total in relation to our disbursements.
The policy for recovering Category 2 disbursements requires creditor approval which has currently not been
obtained.
Other professional advisors we’ve used
A summaiy of legal and other professional fIrms and subcontractors instructed in the period 29 May 2015 to 28
May 2016 is below:
Name of firm / Service Reason selected Basis of fees Amount paid in
organisa6on provided
_____
period (1)
Eversheds LLP Legal advice and Expertise and Time cost basis 14,096.33
expertise knowledge
Walker Morris LLP Legal advice and Expertise and Time cost basisexpertise knowledge
Our choice was based on the advisers’ experience, the complexity and type of work and the basis of the fee
arrangement. We’re satisfied that the fees charged are reasonable.
WXYZ Corporation Limited (formerv Astracast Limited) -in Creditors’ Voluntary Liquidation
Joint liquidators’ second progress report 19
pwc
..
I
Appen
dix
D.
-S
tate
mentofe
xp
ense
sfor
the
peri
od
29
May
20
15
to2
$M
ay
2016
Th
eR
ules
req
uires
this
pro
gress
report
to
in
clu
de
astatem
en
to
fex
pen
ses
in
cu
rred
by
us
during
the
perio
do
fthe
rep
ort,
irrespective
ofw
hether
pam
en
th
as
been
mad
eor
not.
This
relates
to
all
costs
in
cu
rred,
an
dn
ot
ju
st
ou
rdisbursem
ents.
Su
ch
asu
mm
ao
fexpenses
isfound
belo
w:
rU
np
aid
ex
pen
ses
bro
ug
ht
Incu
rred
inth
ep
eri
od
Un
paid
ex
pen
ses
bro
ught
forw
ard
from
the
peri
od
29
29
May
2015
to28
May
Expense
spaid
inth
ep
eri
od
Unpaid
expenses
as
at
Cate
gory
ofe
xpense
forw
ard
fro
mth
eA
dm
inis
trati
on
’M
ay
204t0
28
May
zo;5
ao
i62
9M
ay2015
to28M
ay
2o
16
28M
ay
20
16
C£
££
£
Fix
ed
charg
eexpenses
Ad
min
istr
atio
nco
sts
-ag
en
tsfe
es
12,0
00.0
0-
-1
2,0
00
.OC
)-
Flo
ati
ng
charg
eex
pen
ses
-
Adm
inis
trato
rs’
pro
appoin
tment
fees
62,8
74.0
7-
-6
2,8
74
.07
-
Adm
inis
trato
rspro
appoin
tment
leg
al
fees
31,8
64.0
5-
-31,8
64.0
5-
Ad
min
istr
ato
rsp
reappoin
tment
agents
’fe
es2
0,0
00
.00
--
20
,00
0.0
0-
Adm
inis
trato
rs’
po
stappoin
tment
fees
“4,1
66.6
7-
-74,1
66.6
7-
Adm
inis
trato
rsp
ost
appoin
tment
legal
fees
-2
3,0
98
.67
--
23
,09
8.6
7-
Adm
inis
trato
rs’
post
appom
tment
agents
’fe
es
18,0
88.0
3-
;8.o
88
.o3
-
Insu
rance
-5
87
.50
-5
87
.50
-
Leg
alfe
es-
Ev
ers
hed
sL
LP
-2
4,2
70
.00
-14,0
96.3
3IC
),1
73
.67
Legal
fees
-W
alk
er
Mo
rris
LL
P-
4,9
16.0
0-
-4
,91
6.0
0
t.ip
uzd
pto
rs’
cote
ooru
id
isb
urs
em
en
ts:
Sto
rag
eco
sts
.-
10
7.9
68
3.0
0-
.190.9
6
Bondin
g-
225.0
0-
-2
25
.00
Post
age/c
ouri
er
-89.2
8462.0
0-
551.2
8
Searchfees
-1
71
.50
19.0
0-
190.5
0
Tra
vel
co
sts
(excl
mil
eag
e)
-4
8.4
0-
-48.4
0
t,ig
uid
oto
rs’
cote
goru
2d
isb
urs
em
en
ts
Photo
copyin
g-
55.5
3-
]-
55.5
3
242,0
91.4
930,4
71.1
7564.j
25
6,7
75
.32
16,3
51.3
4
No
tes:
Ple
ase
note
that
the
cost
sre
lati
ng
toth
eA
dm
inis
trat
ion
per
iod
wer
esh
ow
nin
the
exp
ense
sst
ate
men
tin
clusi
ve
of
VA
T.
Thes
eex
pen
ses
are
no
wsh
ow
nn
etof
VA
Tab
ove
wh
ich
corr
esp
on
ds
toth
ere
ceip
tsan
dpaym
ents
acco
unt
in
Appendix
B.
As
the
basi
sof
our
rem
un
era
tio
nh
as
no
theels
appro
ved
inth
ep
eri
od,
no
accru
al
for
ou
runpaid
fees
has
been
made.
Ple
ase
note
that
this
schedule
pro
vid
esan
esti
mat
eof
expen
ses
incu
rred
.A
nybal
ance
that
rem
ain
sunpai
das
atth
edate
of
this
rep
ort
isyet
tob
efi
nal
ised
and
may
there
fore
be
subje
ctto
adju
stm
ents
.
WX
YZ
Co
rp
oratio
nL
imit
ed(f
orm
erly
Ast
raca
stL
imit
ed)
-in
Cre
dito
rs’
Vol
unta
ryL
iqui
dati
on
Join
tli
quid
ator
s’se
cond
prog
ress
repo
rt20