Luminar Gems Limited (In Creditors Voluntary Liquidation) (formerly in Administration) ( the Company )

Transcription

1 Ernst & Young LLP 1 More London Place London SE1 2AF Tel: Fax: TO ALL KNOWN CREDITORS 11 July 2014 Ref: ML7E/PJB/PH/LM Direct line: Liam McCausland Direct fax: pheddell@uk.ey.com Dear Sir or Madam Luminar Gems Limited (In Creditors Voluntary Liquidation) (formerly in Administration) ( the Company ) I write to inform you that on 24 April 2014 the Company exited Administration and was placed into Creditors Voluntary Liquidation on the same day. Alan Hudson and I became the liquidators of the Company by virtue of the provisions of paragraph 83 of Schedule B1 to the Insolvency Act Background As you may be aware, the Company was part of a group of companies comprising Luminar Group Holdings Plc (the parent company), Luminar Finance Limited, Luminar Leisure Limited, Luminar Gems Limited, Luminar Lava Ignite Limited, Luminar Liquid Limited and Luminar Oceana Limited (together the Companies ) and certain other subsidiaries of Luminar Group Holdings Plc. The Companies entered into Administration on 28 October 2011, with the exception of Luminar Group Holdings Plc which went into Administration on 27 October Following a brief period of trading, the Companies businesses and certain assets of the Companies, were sold to an unconnected party, The Luminar Group Limited on 9 December The Administrations of the Companies remained open to realise the remaining fixed charge assets. Subsequently the Companies entered into Creditors Voluntary Liquidation on 24 April Purpose of the Liquidation The purpose of the liquidation of the Company is to realise the remaining floating charge assets and to enable a dividend to be paid to unsecured creditors under the Prescribed Part. The Prescribed Part is a ring fenced fund that must be made available to the unsecured creditors in a liquidation when a floating charge exists. On the basis of the information we currently hold, because of the large quantum of the unsecured claims expected to be received against the Company, we anticipate that a small dividend will be paid to unsecured creditors. It is expected that this dividend will be less than 1p in the, but the exact quantum and timing of the dividend will not be known until receipt of, and agreement of, all creditors claims by the Joint Liquidators.

2 2 You are receiving this report as it is understood you may have a claim against the Company and you will need to have an agreed claim against the Company in order to participate in the future dividend. Further details as to how to make a claim are provided below. Creditors meeting I intend to hold a meeting of the creditors of the Company on 31 July 2014 for the purpose of fixing the basis of our remuneration and disbursements. I enclose a formal notice of the meeting to be held on 31 July 2014 and a proxy form for the Company, which detail the proposed resolutions, to enable you to vote. Please note that if you wish to vote at the meeting you must lodge a proxy by no later than 30 July If you are, in fact, a creditor of another of the Companies, please call Liam McCausland on the above line to discuss, and alternative documentation will be provided to you. There is no requirement to attend the meeting in person, but if you wish to do so, please contact Liam McCausland so that suitable arrangements can be made. Progress of the liquidation During the period since the Company was placed into Creditors Voluntary Liquidation, I have completed all statutory duties that are required, in accordance with the Insolvency Act 1986 with regards to our appointment. I have also arranged for the Company s onerous property leases to be disclaimed in accordance with Section 178 of the Insolvency Act I enclose, at appendix A, a summary of my receipts and payments for the period to 2 July Material Receipts and Payments for the period to 2 July 2014 are explained below: Receipts Cash at Bank 186,929 Funds of 2,600 and 184,329 were taken over from the Administrators in respect of fixed and floating charge accounts respectively. VAT refund 16,412 A VAT refund was received of 12,400 and 4,012, in respect of fixed and floating charge accounts respectively, from VAT paid on invoices during the Administration. Leasehold property 20,000 Funds of 20,000 were received as consideration following the assignment of the lease at the Guildford premises.

3 3 Payments Statutory Advertising 73 Statutory advertising costs, incurred when advertising the appointment of the Joint Liquidators, have been paid totalling 73. Distribution to unsecured creditors As advised above, the Joint Liquidators intend to pay a dividend to the unsecured creditors via the Prescribed Part, and this is likely to be for less than 1p in the, due to the large quantum of claims expected to be received. In order to participate in the dividend, please complete and submit the enclosed Proof of Debt form at appendix H, along with supporting documentation, to the above address. If further documentation or clarification is required, we will contact you in due course. The timing of the dividend is currently unknown as there remain a number of issues which need to be resolved a distribution can be made. These issues include: Realisation of the remaining floating charge assets, primarily debtors and rates refunds; Verification of all remaining expenses and costs of the administration, primarily in relation to personal injury claims made against the Company, and related run-off insurance; Adjudication of all unsecured creditor claims made against the Company; The intercompany position of the Companies is complicated, and as such this has created many interdependencies within each of the Companies. Therefore, no dividend can be paid until the other liquidations of the Companies are also able to pay a dividend. Liquidators remuneration The statutory provisions relating to remuneration are set out in Rule of the Insolvency Rules Further information is given in the Association of Business Recovery Professionals publication A Creditors Guide to Liquidators Fees, a copy of which may be accessed from the web site of the Insolvency Practitioners Association at (follow Regulation and Guidance then Creditors Guides to Fees then Liquidators Fees (November 2011) ), or is available in hard copy upon written request to me. The enclosed resolutions also seek approval for the liquidators remuneration to be fixed on a time cost basis and approval to draw Category 2 disbursements. I attach as appendix B to this letter details of our charging policy on remuneration and disbursements, including a detailed analysis of time spent in the liquidation, and charge out rates, for each grade of staff for the various areas of work carried out to 27 June 2014, as required by the Association of Business Recovery Professionals Statement of Insolvency Practice No. 9.

4 4 If you require any additional information, please do not hesitate to contact either Liam McCausland on the above direct line. Yours faithfully for the Company P J Brazzill Joint Liquidator Enc: Appendix A Receipts and Payments Appendix B SIP 9 Summary Notice of meeting of creditors (Form 4.22), incorporating details of resolutions Form 8.5 Proxy (Creditors Voluntary Winding Up) Proof of Debt form A M Hudson is licensed in the United Kingdom to act as an insolvency practitioner by The Association of Chartered Certified Accountants. P J Brazzill is licensed in the United Kingdom to act as Insolvency Practitioners by the Insolvency Practitioners Association. We may collect, use, transfer, store or otherwise process (collectively, Process ) information that can be linked to specific individuals ( Personal Data ). We may Process Personal Data in various jurisdictions in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 1998.

5 Appendix A Luminar Gems Limited (In Creditors Voluntary Liquidation) (formerly in Administration) Summary of the Joint Liquidators Receipts and Payments to 2 July 2014 Estimated to Realise per Administrators' final progress report Fixed Charge Floating Charge Total RECEIPTS Cash transferred from Administration 186,929 2, , ,929 Leasehold property 20,000 20,000 VAT refund from Administration 16,412 12,400 4,012 16,412 Estimated distributions from Companies 5,000 Total 208,341 35, , ,341 PAYMENTS Irrecoverable VAT Statutory Advertising Total Cash at Bank 35, , ,254

6 Appendix B Luminar Gems Limited (In Creditors Voluntary Liquidation) (formerly in Administration) Statement of Liquidators Charging Policy on Remuneration and Disbursements Remuneration The liquidators have engaged managers and other staff to work on the liquidation. The work required is delegated to the most appropriate level of staff taking account of the nature of the work and the individual s experience. Additional assistance is provided by accounting and treasury executives dealing with the company s bank accounts and statutory compliance diaries. Work carried out by all staff is subject to the overall supervision of the liquidators. All time spent by staff working directly on case-related matters is charged to a time code established for the case. Each member of staff has a specific hourly rate, which is subject to change over time. The average hourly rate for each category of staff over the period is shown below, as are the current hourly rates used. The current hourly rates may be higher than the average rates, if hourly rates have increased over the period covered by this fee request. Time is recorded in units of six minutes. Charge-out rates Charge out rate per hour ( ) (From 1 July 2014) Charge out rate per hour ( ) (To 30 June 2014) Grade Partner Executive Director Director Assistant Director Senior Executive Executive Assistant Executive Business Trainee Cashier Please note that the above charge out rates are subject to review on 1 July.

7 Appendix C Summary of time spent for the period 24 April 2014 to 27 June 2014 Luminar Gems Limited (In Creditors' Voluntary Liquidation) Other Senior Assistants & Total hours this Average Time Costs for period Classification of w ork function Partner / Director Manager Professionals Support reporting period Hourly Rate 24/04/2014 to 27/06/2014 Accounting and Administration , Creditors Job Acceptance & Strategy Legal Issues , Other Matters Prescribed Part Property , Statutory Duties , VAT & Taxation Grand Total , Average Hourly rates Time costs engagement to date , , , , Summary of work done in the period 24 April 2014 to 27 June 2014 Statutory matters associated with appointment of the Joint Liquidators including advertising the appointment and filing relevant appointment forms at Companies House; Opening of Liquidation bank accounts and transferring funds from the Administration; Review of intercompany receivable / payable positions; Disclaiming leases upon Liquidation; Preparation of creditors report and calling creditors meeting; Monitoring of potential lease assignment for the Guildford property and completing assignment; Liaising with agent in respect of possible rates refunds.

8 Appendix D Disbursements Statement of Insolvency Practice No. 9 divides disbursements into two categories. Category 1 disbursements are defined as specific expenditure relating to the administration of the insolvent s affairs and referable to payment to an independent third party. Such disbursements can be paid from the insolvent s assets without approval from the Creditors Committee or the general body of creditors. In line with Statement of Insolvency Practice No. 9, it is our policy to disclose Category 1 disbursements drawn but not to seek approval for their payment. We are prepared to provide such additional information as may reasonably be required to support the disbursements drawn. Category 2 disbursements are charges made by the office holder s firm that include elements of shared or overhead costs. Statement of Insolvency Practice No. 9 provides that such disbursements are subject to approval as if they were remuneration. To date, statutory bonding costs have been paid in relation to the appointment of the liquidators. These costs amount to 105 plus VAT. It is our policy, in line with the Statement, to seek approval for Category 2 disbursements before they are drawn. To date, no Category 2 expenses have been incurred. It is proposed, in the resolutions enclosed, that Joint Liquidators be permitted to draw Category 2 disbursements.

9 Appendix E Luminar Gems Limited (In Creditors Voluntary Liquidation) Registered number: Registered office address: 1 More London Place, London SE1 2AF Notice is hereby given that a meeting of creditors of the company will be held, pursuant to Rule 4.54 of the Insolvency Rules 1986, at 1 More London Place, London SE1 2AF on 31 July 2014 at 10:00 am for the purposes of fixing the liquidators remuneration, Category 2 disbursements and liquidators powers. Any creditor unable to attend in person and wishing to be represented should complete a proxy form and return it to Patrick Joseph Brazzill at Ernst & Young LLP, 1 More London Place, London SE1 2AF by 12 noon on the business day before the meeting. To be able to vote at the meeting you must also provide details in writing of your claim to us at the above address by 12 noon on the business day before the meeting. Patrick Joseph Brazzill Joint Liquidator 11 July 2014

10 Appendix F Luminar Gems Limited (In Creditors Voluntary Liquidation) Resolutions for meeting of creditors to be held on 31 July 2014 Resolution 1 THAT the remuneration of the Joint Liquidators be fixed on the basis of time properly given by them and their staff in attending to matters arising during the winding up of the Company, and that the Joint Liquidators be authorised to draw such remuneration monthly or at such longer intervals as they may determine. Resolution 2 THAT the joint liquidators be authorised to draw Category 2 disbursements in accordance with the charging policy set out in the report to creditors accompanying these resolutions. Resolution 3 THAT the Joint Liquidators be authorised under the provisions of Section 165 of the Insolvency Act 1986 to exercise the power laid down in paragraph 2 of Schedule 4 to the Insolvency Act 1986 namely to make compromises with those who may have claims against the Company.

11 Appendix G Rule 8.1 Insolvency Act 1986 Form 8.5 PROXY (Creditors Voluntary Winding Up) Notes to help completion of this form LUMINAR GEMS LIMITED (IN CREDITORS VOLUNTARY LIQUIDATION) NAME OF CREDITOR Please give full name and address for communication. ADDRESS Please insert name of person (who must be 18 or over) or the "Chairman of the Meeting" (see note below). If you wish to provide for alternative proxyholders in the circumstances that your first choice is unable to attend please state the name(s) of the alternative(s). Please delete words in brackets if the proxy-holder is only to vote as directed i.e. if he/she has no discretion. NAME OF PROXY FOR CREDITOR I appoint the above person to be my/the* creditor's proxy-holder at the meeting of creditors to be held on 31 July 2014 or at any adjournment of that meeting. The proxyholder is to propose or vote as below (and in respect of any resolution for which no specific instruction is given, may vote or abstain at his/her* discretion). VOTING INSTRUCTIONS FOR RESOLUTIONS PLEASE REFER TO THE TEXT OF THE RESOLUTIONS ATTACHED TO THE NOTICE Please delete words in brackets if the proxy-holder is only to vote as directed i.e. if he/she has no discretion. Any other resolutions which the proxyholder is to propose or vote in favour of or against should be set out in numbered paragraphs in the space provided below paragraph 1. If more room is required please use the other side of this form. This form must be signed Resolution numbered 1 (liquidators remuneration) Resolution numbered 2 (category 2 disbursements) Resolution numbered 3 (liquidators power for compromising claims) SIGNATURE DATE NAME IN CAPITAL LETTERS FOR/AGAINST FOR/AGAINST FOR/AGAINST Only to be completed if the creditor has not signed in person. POSITION WITH CREDITOR OR RELATIONSHIP TO CREDITOR OR OTHER AUTHORITY FOR SIGNATURE (*- Delete as applicable) PLEASE NOTE THAT IF YOU NOMINATE THE CHAIRMAN OF THE MEETING TO BE YOUR PROXY-HOLDER HE/SHE WILL BE ONE OF THE LIQUIDATORS OR A MEMBER OF THE LIQUIDATORS STAFF

12 Appendix H Rule 4.73 Form 4.25 Proof of Debt - General Form Luminar Gems Limited 1 Name of Creditor (If a company, please also give company registration number.) 2 Address of Creditor for correspondence. 3 Total amount of claim, including any Value Added Tax and outstanding uncapitalised interest as at the date the company went into liquidation. 4 Details of any document by reference to which the debt can be substantiated. (Note: There is no need to attach them now but the liquidator may call for any document or evidence to substantiate the claim at his discretion as may the chairman or convenor of any meeting.) 5 If amount in 3 above includes outstanding uncapitalised interest please state amount 6 Particulars of how and when debt incurred (if you need more space append a continuation sheet to this form.) 7 Particulars of any security held, the value of the security, and the date it was given. 8 Particulars of any reservation of title claimed in respect of goods supplied to which the claim relates. 9 Signature of creditor or person authorised to act on his behalf Name in BLOCK LETTERS Position with or relation to creditor Address of person signing (if different from 2 above) Admitted to vote for Admitted for dividend for Date Liquidator Patrick Joseph Brazzill Date Liquidator Patrick Joseph Brazzill