Former joint administrators progress report for the period 22 October 2014 to 20 November

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1 WR Refrigeration Limited (in liquidation and formerly in administration) High Court of Justice, Chancery Division, Companies Court Case number 7316 of 2013 Former joint administrators progress report for the period 22 October 2014 to 20 November December PricewaterhouseCoopers LLP Benson House 33 Wellington Street Leeds LS1 4JP Telephone: Fax: When telephoning please ask for Leanne Wall

2 Contents Section 1 The former joint administrators final progress report 2 Statutory and other information 3 Summary of the former joint administrators proposals 4 Receipts and payments account 5 Expenses incurred in the period 6 Our charging and disbursements policy 7 Pre-administration costs These abbreviations are used in this report: WR Refrigeration Limited Huurre Group OY Huurre Services UK Limited and its subsidiaries Eddie Williams and Rob Hunt Schedule B1 of the Insolvency Act 1986 The Insolvency Act 1986 The Insolvency Rules 1986 Statement of Insolvency Practice 9 Creditors Voluntary Liquidation PricewaterhouseCoopers LLP HM Revenue and Customs Integral UK Holdings Limited Kaupthing HF WR or the Company the Group the UK Group the former joint administrators, the joint liquidators or we Sch.B1 IA86 IA86 IR86 SIP9 CVL PwC HMRC Integral Kaupthing or the secured creditor or the Bank

3 1. The former joint administrators final progress report Introduction We are pleased to provide our final report on the progress of the administration for the period 22 October 2014 to 20 November Further background information and details of the events leading up to our appointment can be found in our proposals and previous progress reports which are still available to view on the Company s website at: We are required to provide certain statutory information, which is shown in Section 2 of this report. In our previous report we told you that in accordance with our proposals we sent a notice of move from administration to creditors voluntary liquidation to Companies House on 17 October 2014 and we were waiting for its registration. This was registered on 20 November 2014 and so on 20 November 2014 the administration ended and the Company was placed into liquidation. Outcome for creditors We have provided below a summary of the estimated outcome for the various classes of creditors. information is included later in this report. Further Estimated recovery for the secured creditor What the secured creditor is owed by the UK Group*: 31,000,000 % Recovery Forecast Timing What we think the secured creditor could recover: 19-22% 3 months *The secured creditor s lending to the UK Group was cross guaranteed by all of the legal entities within the UK Group. Estimated recovery for other creditors For preferential creditors: ie former employees (for unpaid wages up to 800 and holiday pay only) and unpaid pension contributions in certain circumstances: 100% Already paid For unsecured creditors: ie all other creditors who are neither secured nor preferential: Up to 1% 6 months Any preferential claims that would have arisen in the administration were paid in full during the ordinary course of trading. The unsecured creditors will receive a dividend from the prescribed part. We have not yet completed the claims agreement process and as such cannot give a meaningful estimate of the likely dividend. However, based on the value of unsecured creditors given in the directors statement of affairs, creditors can expect to receive a dividend of up to 1p in the. We do not expect unsecured creditors to receive a dividend other than from the prescribed part because it is highly unlikely the secured creditor will be paid in full.

4 1. The former joint administrators final progress report Background information For detailed background information on the administration, please refer to our proposals and previous progress reports. A summary is given below. WR Refrigeration Limited is part of the Huurre Group OY. The Group specialises in refrigeration services and designs and builds professional food storage and distribution solutions. Kaupthing are the shareholders of the Group and also provided secured debt facilities to the UK Group. WR had been experiencing difficult trading conditions and required further funding support but was unable to secure it. This left the directors of the Company with no alternative but to invite Kaupthing, as secured creditor, to appoint administrators. Therefore on 22 October 2013 we were appointed joint administrators of the Company. Actions taken during the administration Sale of business and assets We concluded a sale to Integral on 28 October 2013 for around 50% of the business including three of the largest customer contracts. Initial consideration of 1.8million was paid on completion and additional consideration is payable on completion of contracts and collection of debts. To date we have received 3.9million in relation to this additional consideration. Subsequent to the sale to Integral, we also negotiated the transfer of another two customer contracts to new providers and the sale of the assets relating to the Ipswich depot, realising 263,000 in total. Book debts At the date of our appointment the book debts outstanding were around 13million. To date our negotiations have resulted in 7.8million being collected. We are currently pursuing the remaining balances and have instructed legal advisers to assist with the recovery of a number of material accounts. Properties At the time of our previous report, all of the 36 leasehold properties that the Company had responsibility for at the date of our appointment (except for the Thurmaston head office) had been vacated. The head office is still currently being occupied by Integral prior to their move to new purpose built premises. Once Integral have vacated head office, the lease will be surrendered to the landlord. Claims In accordance with our duties as administrators, we have continued to investigate the background to the financial position of the Company and the possibility of pursuing claims that may be of benefit to the creditors. These investigations will continue during the liquidation. Asset realisations During the period of this report we have received a further 1,892 in bank interest. Dividend prospects Secured creditor We think it is highly unlikely the secured creditor will be repaid in full. The Bank s lending to the Group as at the date of our appointment was about 31million and is secured by a debenture dated 30 March This security gives the Bank fixed and floating charges over all the Company s assets. At the moment we estimate that the Bank will recover 19-22% of its debt. This is dependent on future realisations and costs.

5 1. The former joint administrators final progress report Preferential creditors (mainly employees) Amounts that would have become preferential claims were paid in full during the ordinary course of trading. Unsecured creditors The prescribed part is a fund that has to be made available for unsecured creditors. It s paid out 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 The amount of the prescribed part is: 50% of net property up to 10,000; plus 20% of net property above 10,000; but Subject to a maximum of 600,000. The prescribed part applies in this case as there is a floating charge created after 15 September There will be a dividend for unsecured creditors under the maximum prescribed part. However due to the large amount of unsecured creditors, even if the maximum prescribed part of 600,000 is available, it will result in a minimal dividend. If we think the costs of agreeing claims and paying a prescribed part dividend will be disproportionate to the benefits, we can apply for a court order not to pay the prescribed part to unsecured creditors. At the moment we do not plan to make such an application. We are currently beginning the process of agreeing creditor claims. Due to the extremely high number of claims, this process is expected to continue until mid As we have not yet finished agreeing unsecured claims we cannot give a meaningful estimate of the likely dividend. However based upon the figure for unsecured creditors given in the statement of affairs, creditors can expect a likely dividend of up to 1p in the. We do not think the unsecured creditors will receive a dividend other than from the prescribed part because it is unlikely the secured creditor will be paid in full. If you have not already submitted your claim please do so using the form at: The fulfilment of our statutory duties VAT/Tax matters We have completed and submitted quarterly VAT returns. Our tax team are currently finalising the corporation tax returns for submission to HMRC. Company Directors Disqualification Act We have a duty to review the conduct of everyone who has acted as a director of the Company and report to the Department of Business, Innovation and Skills on our findings. We can confirm that we have complied with this requirement, however for confidentiality reasons we can t give any further information. All other statutory matters are being completed on an ongoing basis.

6 1. The former joint administrators final progress report Receipts and payments account An account of the receipts and payments in the administration for the period of this report is set out in Section 4. The balance of funds held has been passed to the liquidators. Expenses statement A statement of our expenses incurred in the period of this report is included at Section 5. Administrators remuneration and disbursements Our remuneration (on a time costs basis) and Category 2 disbursements were approved by the preferential creditors at a meeting held by correspondence on 22 January 2014, and by the secured creditor on 3 February In May 2014, the basis of our remuneration was revised after consultation with the secured creditor, and to reflect the nature and complexity of our ongoing work and future asset realisations. It was not necessary to consult with the preferential creditors as they had already been paid in full (and therefore had no ongoing financial interest in the administration). Our remuneration is now to be determined on a combination of bases. The first 1.3million of our time costs are payable in full and a detailed analysis of this time was provided in our previous report. Further remuneration is only payable once the projected final return for the secured creditor reaches 6million and is to be determined by a percentage of realisations (linked to the projected final return for the secured creditor and value of assets realised). To date we have drawn remuneration of 1.3million in relation to the time costs basis and 1million in relation to a percentage of realisations. The latter became payable once the projected return for the secured creditor exceeded 6million. This does not impact on the amount available for unsecured creditors. A statement of creditors rights in relation to administrators remuneration and expenses and the rights to request further information can be found on the Company s website at: A copy may also be obtained free of charge by telephoning Leanne Wall on Pre-administration costs Information regarding the approval of the pre-administration costs previously detailed in our proposals can be found at Section 7 of this report. Payment of these costs was approved by the preferential creditors at a meeting held by correspondence on 22 January 2014, and by the secured creditor on 3 February These costs have now been paid. Ending the administration As we believe the purpose of administration has been achieved, in accordance with our proposals we filed the relevant notice with Companies House to place the Company into creditors voluntary liquidation on 17 October Companies House registered the notice on 20 November 2014 and therefore the Company was placed into liquidation as of that date.

7 1. The former joint administrators final progress report Discharge from liability On 22 January 2014 and 3 February 2014, the preferential and secured creditors resolved that we will be discharged from liability in respect of any action of ours as joint administrators, 14 days after the filing of our final progress report. Next report Our next report to creditors will be circulated by the liquidators in approximately 12 months. Eddie Williams Joint liquidator and former joint administrator Edward Williams and Robert Jonathan Hunt have been appointed as joint liquidators of the Company. Both are licensed in the United Kingdom to act as insolvency practitioners by the Institute of Chartered Accountants in England & Wales. The joint liquidators are Data Controllers of personal data as defined by the Data Protection Act PricewaterhouseCoopers LLP will act as Data Processor on their instructions. Personal data will be kept secure and processed only for matters relating to the liquidation.

8 2. Statutory and other information Court details for the administration: Full name (and trading name): High Court of Justice, Chancery Division, Companies Court Case number 7316 of 2013 WR Refrigeration Limited Registered number: Registered address: Benson House, 33 Wellington Street, Leeds, LS1 4JP Company directors: Mr Michael Nicholas Company secretary: Mr Philip Gunn Shareholdings held by the directors and secretary: None Date of the administration appointment: 22 October 2013 Extensions to the administration: Administrators names and addresses: Appointor s / applicant s name and address: Objective being pursued by the administrators: Division of the administrators responsibilities: Proposed end of the administration: Automatic extension until 20 November 2014 when the Company was placed into liquidation Edward Williams of PricewaterhouseCoopers LLP, Donington Court, Pegasus Business Park, Castle Donington, East Midlands, DE74 2UZ and Robert Hunt of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT Kaupthing HF. of Borgatun 26, 105 Reykjavik, Iceland (b) achieving a better result for the company s creditors as a whole than would be likely if the company was wound up (without first being in administration) Pursuant to paragraph 100(2) of Schedule B1 to the Insolvency Act 1986 that during the period for which the joint administrators are appointed, any act required or authorised under any enactment to be done by the administrator may be done by all or any one or more of the persons for the time being holding that office Creditors voluntary liquidation Estimated dividend for unsecured creditors: Estimated values of the prescribed part and the company s net property: Up to 1p in the Maximum prescribed part of 600,000 Whether and why the administrators intend to apply to court under Section 176A(5) IA86: The European Regulation on Insolvency Proceedings (Council Regulation(EC) No. 1346/2000 of 29 May 2000): Unlikely The European Regulation on Insolvency Proceedings applies to this administration and the main proceedings.

9 3. Summary of the former joint administrators proposals Our proposals for achieving the purpose of administration were as follows: i) We ll continue to manage and finance the Company s business, affairs and assets from trading revenues and asset realisations as we consider appropriate. We ll do this with a view to achieving a better result for the Company s creditors as a whole than would be likely if the Company were wound up (without first being in administration). ii) We may investigate and, if appropriate, pursue any claims the Company might have. We ll also do anything else we think appropriate, to achieve the purpose of the administration or to protect and preserve the Company s assets or to maximise realisations or for any other purpose incidental to these proposals. iii) As we ve said we think there will be money for unsecured creditors, we may agree in principle the claims of unsecured creditors for confirmation by a subsequent liquidator or the administrators. The costs of doing this may be charged to the administration, as part of our fees, or paid out of the prescribed part, depending on whether or not there will be a dividend for unsecured creditors other than the prescribed part. If we choose not to agree the claims in principle and there is money for unsecured creditors, a subsequent liquidator will agree the claims. iv) As we ve said we think there will be money for unsecured creditors, we may ask the court to allow us to pay dividends to those creditors. If we choose not to ask the court for such an order and there is enough money for unsecured creditors, a subsequent liquidator will pay dividends to them. v) We may use one or more exit route strategies to end the administration, but we re likely to choose the following options as being the most cost effective and practical in this case:- a) If there aren t enough funds to pay a dividend to unsecured creditors, once we ve finished our work we ll file a notice with the Registrar of Companies and the Company will be dissolved three months later. b) Once we ve finished our work, we ll put the Company into creditors voluntary liquidation. If this happens, we propose that Edward Williams and Robert Jonathan Hunt are appointed as joint liquidators and that any act required or authorised to be done by the joint liquidators can be done by either or both of them. Creditors may, before these proposals are approved, nominate a different person or persons as liquidator(s), in accordance with Paragraph 83(7)(a) of Sch. B1 IA86 and Rule 2.117A(2)(b) of IR86. c) Once we ve disposed of the assets we ll apply to the court for permission to pay any surplus funds to unsecured creditors. If this is granted, we ll end the administration by filing a notice with the Registrar of Companies and the Company will be dissolved three months later. If we don t get permission we ll put the Company into creditors voluntary liquidation in accordance with the previous point or comply with the terms of any court order where different. vi) We ll be discharged from liability in respect of any of our actions as administrators at a time set by the secured creditor, or if a dividend has been or may be paid to the preferential creditors at a time set by the secured and preferential creditors or at a time set by the court. vii) We propose that the unpaid pre-administration costs set out at Section 6 are approved for payment as an expense of the administration. The payment of unpaid pre-administration costs as an expense of the administration is subject to approval under Rule 2.67A IR86 and is not part of the proposals subject to approval under Paragraph 53 Sch. B1 IA86. If you elect a committee it will be up to that committee to approve payment of the unpaid pre-administration costs as an expense of the administration. But if there s no committee, then because we ve said we think the Company doesn t have enough assets to pay anything to unsecured creditors other than via the prescribed part, we ll ask the secured creditor and preferential creditors to do so instead.

10 3. Summary of the former joint administrators proposals viii)we propose that our fees be fixed based on the time we and our staff spend on the case at our normal charge out rates for this type of work. We also propose that disbursements for services provided by our firm (defined as Category 2 disbursements in Statement of Insolvency Practice No.9) are charged as per our firm s policy. If you elect a creditors committee it will be up to the creditors committee to fix the basis of our fees and Category 2 disbursements. But if there s no committee, then because we ve said we think the Company doesn t have enough assets to pay anything to unsecured creditors other than via the prescribed part, we ll ask the secured creditor and preferential creditors to do so instead. If creditors or the committee do not fix the basis of our fees and Category 2 disbursements, we may apply to the court to fix them no later than 18 months after the date of our appointment.

11 4. Receipts and payments account Directors' statement of affairs 22 October 2013 to 21 October October 2014 to 20 November 2014 Total Trading account Receipts Post appointment trading sales 271, , , , Payments Agents' fees 35, , Duress payments 46, , Employee expenses 36, , Motor vehicle leases 69, , Net wages 673, , Other payroll deductions 9, , PAYE and NIC 365, , Professional fees 17, , Purchases 31, , Rent 47, , Retention of title payments 2, , Sundry expenses 1, , ,336, ,336, Trading balance (1,065,756.28) - (1,065,756.28) Fixed charge Receipts 4,054, Assets under finance lease ,054, Fixed charge balance Floating charge Receipts Bank interest 18, , , ,146, Book debts 7,783, ,783, ,658, Cash in hand 1,422, ,422, Funding from chargeholder 500, , Rates refunds 30, , Refunds - miscellanous 12, , Sale of business 1,802, ,802, , Sale of assets 273, , , Stock and work in progress 434, , Third party funds 5,099, ,099, ,378, , ,380, Payments Agents' fees 73, , Agents' disbursements 5, , Bank charges 3, , Cleaning and site clearance 1, , (4,275,991.00) Distribution to preferential creditors (31,046,178.00) Distribution to secured creditor 3, ,000, ,003, (600,000.00) Distribution to unsecured creditors (prescribed part) Duress payments 10, , Employee expenses 42, , Employee-related costs 6, , Insurance 62, , Legal fees 215, , , Legal fees (pre-appointment) 2, , Legal disbursements Office holder's fees (set fee) - 1,000, ,000, Office holder's fees (time costs basis) 1,300, ,300, Office holder's disbursements 16, , , Office holder's pre-appointment costs 102, , Other payroll deductions Loan interest Professional fees 29, , , Return of funding from chargeholder 500, , Third party funds 4,872, ,872, Storage costs 5, , Sundry expenses 8, , ,261, ,016, ,278, ,700, Floating charge balance 10,116, (6,014,649.46) 4,102, VAT payable/(receivable) (49,741.28) (203,818.79) (253,560.07) (23,166,753.00) Balance on interest bearing current account 9,001, (6,218,468.25) 2,782,763.62

12 5. Expenses incurred in the period A statement of the expenses incurred in the period covered by this report is set out below. Expenses incurred Expenses paid as at 21 October 2014 Expenses paid 22 October 2014 to 20 November 2014 Total expenses paid to 20 November 2014 Expenses outstanding at 20 November 2014 Expenses incurred in this period Agents' disbursements 5, , Agents' fees 109, , Bank charges 3, , Cleaning and site clearance 1, , Duress payments 57, , Employee expenses 78, , Employee related costs 6, , Insurance 62, , Legal disbursements Legal fees 217, , , , Loan interest Motor vehicle leases 69, , Net wages 673, , Office holders' disbursements 16, , , , Office holders' fees 1,300, ,000, ,300, ,000, Office holders' pre-appointment fees 102, , Other payroll deductions 10, , PAYE and NI 365, , Professional fees 46, , , , Purchases 31, , Rent 47, , Retention of title payments 2, , Storage costs 5, , Sundry expenses 9, , Total 3,222, ,016, ,238, ,016,540.96

13 6. Our charging and disbursements policy Summary of legal and other professional firms We have instructed the following professionals / subcontractors: - Service provided Name of firm / individual Reason selected Basis of fees Debt collection Barrie Green Knowledge of the business Time costs Payroll services Topsource Global Solutions Limited Knowledge of the business Fixed fee Legal services Olswang LLP Knowledge of the business Time costs Legal services Eversheds LLP Knowledge & expertise Time costs Plant agents GA Europe Valuations Limited Knowledge of the business & expertise Time costs Consultancy services C M Staniforth Knowledge & expertise Time costs Waste collection Bury Office Furniture Limited Expertise Fixed fee Agency staff Robert Half Limited Specialities and knowledge of the business Agency staff PGG Consultancy Limited Specialities and knowledge of the business Agency staff SF Group (SF Recruitment Limited) Specialities and knowledge of the business Time costs Time costs Time costs Agency services BSVA Limited Expertise Fixed fee Agency services GMS Knowledge & expertise Fixed fee Debt collection CAPA Knowledge & expertise Realisations Legal services Field Fisher Waterhouse LLP Knowledge & expertise Time costs So that we can check the invoices submitted by third party professionals, we ask them to provide us with a breakdown of their time costs together with an explanation of the work they have done. Office holder s charging and disbursement policy We are not required to provide a full analysis of our time costs for the period of this report as we are no longer remunerated on this basis.

14 6. Our charging and disbursements policy Disbursements Our firm s expenses policy allows for all properly incurred expenses to be recharged to the case as set out in the table below covering the period 22 October 2014 to 20 November 2014 (and excluding VAT): Category Policy Costs 1 All disbursements not falling under category 2 are recharged at cost - 2 Photocopying is charged at 5 pence per sheet copied - only charged for circulars to creditors and other bulk copying 2 Mileage is charged at a maximum of 71 pence per mile (up to 2,000cc) or 93 pence per mile (over 2,000cc) - - Total to 20 November Total expenses for the period of the administration total 18,166. Key areas of work carried out The table below shows the key areas of our work during the period of this report. Area of work Work undertaken includes: Assets Collecting book debts Ongoing liaison with Integral Investigations Investigations into possible claims Creditors Dealing with creditor queries Beginning to agree creditor claims Accounting and treasury Making and recording payments Banking and recording receipts Bank reconciliations Statutory and compliance Preparing and circulating the previous progress report and accompanying forms/letters Preparing this progress report Updating communications on the website Dealing with compliance issues Ongoing case progression monitoring Tax and VAT Finalising the corporation tax returns Quarterly VAT return Closure procedures Filing relevant forms and liaising with the Registrar to move the Company into liquidation

15 7. Pre-administration costs The following are costs which were incurred prior to our appointment as part of the Company entering administration. Payment of these expenses was approved by the preferential creditors at a meeting held by correspondence on 22 January 2014, and by the secured creditor on 3 February Unpaid amount Paid amount Fees charged by the administrators Nil 102,364 Expenses incurred by the administrators Nil 2,288 Fees charged by other persons qualified to act as an insolvency practitioner Expenses charged by other persons qualified to act as an insolvency practitioner Nil Nil Nil Nil Total Nil 104,652 We spent time on: Statutory and planning work in relation to the appointment, including internal compliance and risk procedures; Discussions with lawyers and advisors regarding legal issues and placing the Company into administration; Mobilisation and briefing of our team; Agreeing the communication strategy for stakeholders including employees, customers, suppliers and the media; Reviewing business operations to understand the most effective way to take control of the business; Analysis of headcount and property portfolio in preparation of the potential post appointment restructuring; Financial analysis and preparing short term trading forecasts; Progressing the sale of business discussions and holding meetings with interested parties; and Ongoing monitoring of cash position of the Company. We needed to spend time on these matters so that the Company could be placed into administration in an orderly manner for the benefit of creditors. Expenses incurred by the administrators relate to pre appointment legal fees. Before our appointment we engaged Eversheds LLP and they incurred fees of 2, as part of placing the Company into administration and work done around the funding agreement. These time costs have been paid. The figures above are exclusive of VAT and disbursements. A second firm of solicitors were engaged by Kaupthing. Therefore the pre-appointment legal fees incurred by this firm of solicitors are not fees incurred by the administrators and were paid by Kaupthing.

16 Rule 2.47 Form 2.24B The Insolvency Act 1986 Former administrators progress report 2.24B Name of Company WR Refrigeration Limited Company Number In the High Court of Justice, Chancery Division, Companies Court Court case number 7316 of 2013 We, Edward Williams of PricewaterhouseCoopers LLP, Donington Court, Pegasus Business Park, Castle Donington, East Midlands, DE74 2UZ and Robert Jonathan Hunt of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT Former administrators of the above company attach a progress report for the period from to 22 October November 2014 Signed Former joint administrator Dated 15 December 2014

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