www.pwc.co.uk/gems Joint liquidators final account Geotechnical Engineering and Marine Surveys Limited In Creditors Voluntary Liquidation 18 August 2017
www.pwc.co.uk/gems Contents Abbreviations and definitions 2 Key messages 3 What we have done during the liquidation 4 Outcome for creditors 5 Progress since we last reported 6 Appendix A: Receipts and payments 8 Appendix B: Expenses 9 Appendix C: Remuneration update 10 Appendix D: Other information 15 Geotechnical Engineering and Marine Surveys Limited PwC Contents
Abbreviations and definitions The following table shows the abbreviations and insolvency terms that may be used in this report: Abbreviation or definition the Company Deed of Priority GSL HMRC ICAEW Meaning Geotechnical Engineering and Marine Surveys Limited in Creditors Voluntary Liquidation A Deed of Priority dated 3 March 2011 between the Secured Creditors (defined below) which stipulates that any funds available to Secured Creditors are payable to Rutland in priority to the other Secured Creditors Gems Survey Limited in Creditors Voluntary Liquidation HM Revenue & Customs Institute of Chartered Accountants in England and Wales IR16 Insolvency (England and Wales) Rules 2016 IR86 Insolvency Rules 1986 IA86 Insolvency Act 1986 the Liquidators the Joint Liquidators we our Prescribed Part Zelf Hussain and Robert N Lewis of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT The amount set aside for unsecured creditors from floating charge funds in accordance with Section 176A IA86 and the Insolvency Act 1986 (Prescribed Part) Order 2003, which equates to: 50% of net property up to 10,000 20% of net property in excess of 10,000 Subject to a maximum of 600,000 reporting period 5 November 2016 to 18 August 2017 Rutland Secured Creditors SIP 2 SIP 9 Rutland Partners LLP Rutland Partners LLP, Fortis Bank SA/NV, KBC Bank NV and ING Belgie NV Statement of Insolvency Practice 2 (Investigations by Office Holders in Administrations and Insolvent Liquidations and the submission of conduct reports by Office Holders) Statement of Insolvency Practice 9 (Payments to Insolvency Office Holders and their Associates) 2
Key messages Why we have sent you this report We are writing to tell you that the Company s affairs are now fully wound up and to provide our final account of the liquidation, including an update since our last progress report of 22 December 2016. You can still view our earlier reports on our website at www.pwc.co.uk/gems. How much creditors have received The following table summarises the outcome for creditors across the administration and liquidation. Class of creditor Distributed (p in ) Previous estimate (p in ) Preferential creditors 100 100 Unsecured creditors 1.55 1.61-1.63 What you need to do This report is for your information and you don t need to do anything. The enclosed notice of liquidators final account before dissolution gives details of creditors rights in relation to requesting further information, challenging the liquidators remuneration and expenses and objecting to the liquidators release from liability. More information in relation to creditors rights can also be found in the guide below: http://www.icaew.com You can also get a copy free of charge by telephoning Conal McPhillips on 077-0129-7499. 3
What we have done during the liquidation On 4 December 2012 Robert J Hunt, Robert N Lewis and I of PricewaterhouseCoopers LLP were appointed joint administrators of the Company. The administration ended on 19 November 2013, when the Company went into creditors voluntary liquidation and we were appointed as joint liquidators. At the end of the administration debtor realisations totalled c. 2.6m. This remained the key outstanding matter in the liquidation, with further recoveries from debtors during the period of the liquidation of c. 138k. A number of other debts proved extremely difficult to realise. The Liquidators undertook extensive enquiries into potential recovery of these including consultation with legal advisors, consideration of legal proceedings and negotiations with third parties in relation to potential assignment of the debts. However, due to the financial position and resident jurisdiction of the debtors, the Liquidators concluded that the debts were uneconomical to pursue and it was agreed with Rutland, the secured creditor with the economic interest, that efforts to recover them would be concluded. 4
Outcome for creditors Secured creditors The Company has four Secured Creditors. Combined distributions from the Company and GSL to Rutland since the commencement of the administration are c. 1.7m. As Rutland has suffered a shortfall on its lending, and because of the Deed of Priority, the other three Secured Creditors did not receive any distributions. Preferential creditors (mainly employees) The Company s former employees had preferential claims for arrears of wages (up to a statutory maximum of 800) and accrued holiday pay. Preferential claims of 49,968 were admitted and a distribution of 100 pence in the pound was declared and paid to the preferential creditors during the administration. Unsecured creditors There were insufficient realisations to allow for a distribution to unsecured creditors other than by virtue of the Prescribed Part. The Company s net property was c. 293k and the Liquidators costs for dealing with the Prescribed Part totalled 50k. On 2 December 2016 a first and final Prescribed Part dividend of 1.55 pence in the pound was declared, and on 16 December 2016 this was paid to those unsecured creditors with admitted claims. For those creditors who have not yet cashed their dividend cheques, these will no longer be cleared as the statutory period for doing so has expired (six months from the date on the cheque), and any unclaimed dividends are being paid to the Insolvency Service Unclaimed Dividends Account. You should contact the Insolvency Service directly using the details below in order to obtain payment of your dividend: Insolvency Service Email: insolvency.enquiryline@insolvency.gsi.gov.uk Telephone: 0300-678-0015 5
Progress since we last reported Statutory and compliance VAT matters Following submission of a VAT 426 return we recovered VAT of 10.4k for the period to 7 October 2016. Books and records In line with our obligation to retain the Company s books and records when we leave office as Joint Liquidators, we have arranged for the books and records to be stored until May 2019, after which time they will be securely disposed of. Resignation of liquidator Robert J Hunt, one of the previous Joint Liquidators, retired from PwC LLP on 31 December 2016. An application was made to the Court to remove him as Liquidator, and this took effect from 8 November 2016 pursuant to a court order dated 10 November 2016. Zelf Hussain and Robert N Lewis continue as Joint Liquidators. Investigations and actions Nothing has come to our attention during the period under review to suggest that we need to do any more work in line with our duties under the Company Directors Disqualification Act 1986 and Statement of Insolvency Practice No.2. Our receipts and payments account We set out in Appendix A an account of our receipts and payments in the liquidation from 5 November 2016 to 30 June 2017 and for the whole period of the liquidation. Our expenses We set out in Appendix B a statement of the expenses we ve incurred in the period since our last report Our fees We set out in Appendix C an update on our remuneration which covers our fees, disbursements and other related matters in this case. What we still need to do The winding up of the Company is practically complete, and our remaining tasks are administrative formalities to transfer unclaimed dividends to the Insolvency Service unclaimed dividends account, notify creditors and the Registrar of Companies of the completion of the winding up and to seek our release as Joint Liquidators, and to arrange closure of the liquidation bank account. For further detail please see the table at Appendix C. Following the end of the period within which creditors may object to our release (eight weeks commencing from delivery of the notice of liquidators final account), we will send a copy of this final account to the Registrar of Companies with a statement of whether any creditors of the Company objected. We will vacate office on sending the copy report and statement. If you have any questions please contact Conal McPhillips on 077-0129-7499 or by email to conal.mcphillips@uk.pwc.com. 6
Yours faithfully For and on behalf of the Company Zelf Hussain Joint liquidator Zelf Hussain and Robert N Lewis have been appointed as Joint Liquidators of Geotechnical Engineering and Marine Surveys Limited. Zelf Hussain and Robert N Lewis are licensed in the United Kingdom to act as insolvency practitioners by the Institute of Chartered Accountants in England and Wales. The joint liquidators are bound by the Insolvency Code of Ethics which can be found at www.gov.uk/government/publications/insolvency-practitioner-code-of-ethics. The Joint Liquidators are Data Controllers of personal data as defined by the Data Protection Act 1998. 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. 7
Appendix A: Receipts and payments Geotechnical Engineering and Marine Surv ey s Lim ited - in liquidation Receipts and pay m ents account to 30 June 2017 At 4 Nov 2016 5 Nov 2016 to 30 Jun 2017 Cum ulative T otal 1 Receipts Funds transferred From Administration 7 7 5,623-7 7 5,623 Book debts 2 137,996 505 138,501 Interest received gross 2,507-2,507 Rates and other refunds - 1,7 94 1,7 94 Third party funds (returned dividends) 3-200 200 VAT payable 4 128,931 10,362 139,293 T otal receipts 1,045,057 12,861 1,057,918 Pay m ents Administrators' remuneration 300,000-300,000 Administrators' disbursements 12,160-12,160 Legal fees and expenses 3,395-3,395 Office holders' fees - 50,000 50,000 Postage, printing and stationery 1,890-1,890 Storage costs 2,946 1,467 4,413 Statutory advertising 291-291 Duress payment 57,27 5-57,27 5 Bank charges 30 43 73 VAT receivable 64,485 10,000 7 4,485 T otal pay m ents 442,47 2 61,510 503,982 Distributions Secured Creditor - Rutland 308,37 4-308,37 4 Unsecured Creditors - Prescribed Part 3-243,345 243,345 T otal distributions 308,37 4 243,345 551,7 19 Balance of funds held 5 294,212 (291,993) 2,218 Not es #REF! 1. A s per SIP 7, n o Sta tem en t of A ffa ir s fig u r es a r e pr ov ided a s th e Liqu ida tion follow s a n A dm in istr a tion. 2. A Pr escr ibed Pa r t div iden d tota llin g 2,4 05.4 9 w a s r eceiv ed fr om GSL, h ow ev er, costs in r ela tion to oth er book debt r ecov er ies w er e 1,9 00, r esu ltin g in n et book debt r ecov er ies in th e per iod of th is r epor t of 5 05. 3. On 2 Decem ber 2 01 6 a fir st a n d fin a l Pr escr ibed Pa r t div iden d of 1.5 5 pen ce in th e pou n d w a s decla r ed, a n d on 1 6 Decem ber 2 01 6 th is w a s pa id to th ose u n secu r ed cr editor s w ith a dm itted cla im s. Div iden ds pa id by electr on ic tr a n sfer tota llin g 2 00 h a v e been r etu r n ed to th e esta te a n d a r e in th e pr ocess of bein g r eissu ed. We h old u n cla im ed div iden ds tota llin g 2 1 9 k w h ich a r e bein g pa id to the Insolv ency Serv ice u nclaim ed div idends accou nt. 4. "V A T pa y a ble" in clu des pr e-liqu ida tion V A T r efu n ds of c. 6 5 k. 5. Th e ba la n ce of th e esta te a ccou n t w ill be n il on closu r e of th e liqu ida tion. 8
Appendix B: Expenses The following table provides details of our expenses. Expenses are amounts properly payable by us as liquidators from the estate and include our fees, but exclude distributions to creditors. The table should be read in conjunction with the receipts and payments account at Appendix A, which shows expenses actually paid during the period and the total paid to date. Incurred in the period under review* Liquidators' remuneration 50,000 Legal fees and ex penses 1,900 Storage costs 1,467 Bank charges 43 T otal 53,410 * Please note that these figures are net of VAT 9
Appendix C: Remuneration update During the administration, in accordance with resolutions passed by the Secured Creditors and preferential creditors, the administrators fees were fixed under Rule 2.106 IR86 by reference to the time properly given by the administrators and their staff in attending to matters arising. The fee basis agreed in the administration continues to apply in the liquidation. The time cost charges incurred in the period since our last report are 115,710. We drew as fees for this period 50,000 (net of VAT), which are our time costs incurred in relation to issuing the Prescribed Part distribution to unsecured creditors. We set out later in this Appendix details of our work to date, anticipated future work and disbursements. Our hours and average rates Cla ssifica t ion of work fu nct ion Pa rt ner Senior Ma nager Hou rs Ma nager Senior A ssocia t e A ssocia t e Total hours Total cost ( ) A v era ge h ou rly ra t e ( ) Accounting and Treasury - - 21.00 1.5 0 6.5 0 29.00 1 2,098 41 7 Adm inistration, Strategy and Planning 1.5 0-3.00 5.00 7.00 1 6.5 0 5,7 29 347 Creditors, Em ploy ees and Distributions - 1 3.00 39.5 0 1 02.00 1 7.5 0 1 7 2.00 64,97 1 37 8 Statutory and Other Com pliance 1.5 0 1.00 25.00 22.00 44.00 93.5 0 31,490 337 Ta x a n d V A T - - 1.5 0-2.5 0 4.00 1,4 2 2 3 5 6 Total hours 3.00 14.00 90.00 130.50 77.50 315.00 115,710 367 Our time charging policy and hourly rates We and our team charge our time for the work we need to do in the liquidation. We delegate tasks to suitable grades of staff, taking into account their experience and any specialist knowledge that is needed and we supervise them properly to maximise the cost effectiveness of the work done. Anything complex or important matters of exceptional responsibility are handled by our senior staff or the Liquidators. All of our staff who work on the liquidation (including our cashiers, support and secretarial staff) charge time directly to the case and are included in any analysis of time charged. Each grade of staff has an hourly charge out rate which is reviewed from time to time. For the avoidance of doubt, work carried out by our cashiers, support and secretarial staff is charged on a time costs basis and is included in the analysis of hourly rates charged by partners or other staff members. The minimum time chargeable is three minutes (i.e. 0.05 units). We don t charge general or overhead costs. We set out below the maximum charge-out rates per hour for the grades of our staff who already or who are likely to work on the liquidation. Grade Up to 30 June 2017 Partner 840 Director 740 Senior manager 560 Manager 480 Senior associate qualified 400 Senior associate unqualified 295 Associate 250 Support staff 125 10
We call on colleagues in our Tax, VAT, Real Estate and Pensions departments where we need their expert advice. Their specialist charge-out rates vary but the following are the maximum rates by grade per hour. Grade Up to 30 June 2017 Partner 1,250 Director 1,150 Senior manager 970 Manager 700 Senior Associate / consultant 515 Associate / assistant consultant 255 Support staff 150 In common with many professional firms, our scale rates may rise to cover annual inflationary cost increases. Payments to associates We have not made any payments to associates in the period of this report. Our work in the period since our last report Earlier in this section we have included an analysis of the time spent by the various grades of staff. Whilst this is not an exhaustive list, in the following table we provide more detail on the key areas of work: Area of work Work undertaken Why the work was necessary Accounting & treasury Administration, strategy and planning Preparing receipt/payment vouchers and updating account records. Scanning of documents for internal records and compliance. Preparing and reviewing bank reconciliations. Monitoring of time costs and budget. Internal meetings to review and update ongoing strategy. Preparation of file notes on strategy. Planning for closure of the liquidation. Ongoing account / maintenance of the liquidation. To resolve outstanding matters to ensure dividend is paid to creditors. What, if any, financial benefit the work provided to creditors OR whether it was required by statute Statutory duty to keep proper books and records to evidence transactions. The Liquidators have a duty to act in the best interests of creditors as a whole, maintain proper records and manage costs. 11
Creditors, employees and distributions Responding to queries from creditors and former employees. Receiving claims from creditors, and adjudicating them. Preparing, reviewing and maintaining estimated outcome statement to monitor available funds. To discuss progress of the liquidation. To provide assistance to the creditors. To complete the Prescribed Part distribution to creditors. The Liquidators have a duty to act in the best interests of creditors as a whole, maintain proper records and manage costs. Maintaining database of claims and creditor details (including account details), updating as and when required. Liaising with HMRC regarding tax matters for Prescribed Part dividend to former employees. Completing creditor sanctions check and resolving potential restriction. Finalising the Prescribed Part distribution figures. Preparing and issuing cheques and covering information for Prescribed Part distribution. Dealing with re-issue of dividends, unclaimed dividends, and planning for payment of unclaimed dividends to the Insolvency Service Unclaimed Dividends Account. Statutory and other compliance Preparation of and circulating the liquidators annual progress report 2016. To comply with regulatory or statutory requirements. Required by IA16 / IA86 / IA 16 Producing a time costs analysis and receipts and payments account for the final account. 12
Undertaking regulatory six monthly reviews of the progress of the liquidation. Implementation of new IR16 rules to the administration of the liquidation. Dealing with resignation of joint liquidator. Planning preparation and drafting this final account. Tax and VAT Preparation and submission of VAT 426 reclaim forms. Ensuring timely receipt of VAT refund. In compliance with duties as proper officers for tax and VAT. Governance. To ensure tax accounting is accurate for the benefit of creditors as a whole. Our future work We still need to do the following work in the liquidation: Area of work Work we need to do* Whether or not the work will provide a financial benefit to creditors Accounting and treasury Creditors, employees and distributions Final reconciliation and closure of the liquidation bank account. Payment of unclaimed dividends to the Insolvency Service Unclaimed Dividends Account. Statutory duty to keep proper books and records to evidence transactions. To enable those creditors who have not cashed their cheques to claim their dividend. Statutory and other compliance Filing this final account with the Registrar of Companies. Required by IA16 / IA86 / IA 16 * As we have drawn our final fees the costs associated with the future work set out above will not be recovered in the liquidation. Disbursements We don t need to get approval to draw expenses or disbursements unless they are for shared or allocated services provided by our own firm, including room hire, document storage, photocopying, communication facilities. These types of expenses are called Category 2 disbursements and they must be directly incurred on the case, subject to a reasonable method of calculation and allocation and approved by the same party who approves our fees. Approval of our expenses policy, which allows for all properly incurred expenses to be recharged to the liquidation, was approved during the administration and continues in the liquidation. No disbursements arose in the period of this report. 13
Our relationships We have no business or personal relationships with the parties who approve our fees or who provide services to the liquidation where the relationship could give rise to a conflict of interest. Details of subcontracted work We have not subcontracted any work in the period of this report. Legal and other professional firms We have not instructed any legal or professional firms in the period of this report. 14
Appendix D: Other information Company s registered name: Trading name: Geotechnical Engineering and Marine Surveys Limited in Creditors Voluntary Liquidation As above Registered number: 04620798 Registered address: 7 More London Riverside, London, SE1 2RT Date of the Liquidators appointment: 5 November 2013 Details of resignation of Liquidator: Robert J Hunt resigned as liquidator on 8 November 2016 Liquidators names, addresses and contact details: Zelf Hussain and Robert N Lewis 7 More London Riverside, London, SE1 2RT Email to: conal.mcphillips@uk.pwc.com 15