WCPC Realisations Limited In Creditors Voluntary Liquidation

WCPC Realisations Limited In Creditors Voluntary Liquidation Joint Liquidators report for the period from 16 April 2015 to 15 April 2016 PricewaterhouseCoopers, Benson House, 33 Wellington Street, Leeds, LS1 4JP 15 June 2016

To all known members and creditors 15 June 2016 Dear Sir/Madam WCPC Realisations Limited (formerly known as West Cornwall Pasty Co) in Creditors Voluntary Liquidation (the Company) This is our first annual report to members and all known creditors in the above Liquidation for the period from 16 April 2015 to 15 April 2016. We also attach a notice of intended dividend. If you have not yet submitted a claim you should do so by 16 July 2016. If you have any queries in connection with this report, please contact Thomas Wadey on 0113 289 4322. Yours faithfully For and on behalf of the Company Rachael Wilkinson Joint Liquidator The Joint Liquidators 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 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. The joint liquidators are bound by the Insolvency Code of Ethics which can be found at: https://www.gov.uk/government/publications/insolvency-practitioner-code-of-ethics. 2

Definitions used in this report Definition used the Company the Liquidators we our Term WCPC Realisations Limited in Creditors Voluntary Liquidation Rachael Wilkinson, David Chubb and Robert Moran the Rules Insolvency Rules 1986 the Act Insolvency Act 1986 Secured Creditor ICAEW Sankaty European Investments s.a.r.l Institute of Chartered Accountants in England and Wales 3

Table of contents 1. Introduction 1.1. Why we re sending you this report 1.2. Appointment of Administrators 1.3. Change of liquidator 1.4. Estimated dividend prospects 2. Progress made during the period 2.1. Assets realisations 2.2. Statutory and compliance 2.3. Directors' Conduct 3. Outcome for creditors 3.1. Secured creditors 3.2. Preferential creditors (mainly employees) 3.3. Unsecured creditors 4. Liquidators fees and other financial information 4.1. Our fees 4.2. Our disbursements 4.3. Creditors' rights 4.4. Receipts and payments account 4.5. Statement of expenses Appendix A - Statutory and other information Appendix B - Receipts and Payments for the period from 16 April 2015 to 15 April 2016 Appendix C. - Details of our remuneration and disbursements and other professional costs Appendix D - Statement of expenses for the period from 16 April 2015 to 15 April 2016 Appendix E - Notice of Intended Dividend

1. Introduction 1.1. Why we re sending you this report This is our first annual report to members and creditors since the Company went into Liquidation. It will help if you read this alongside our previous progress reports issued when the Company was in Administration. These reports can be found at www.pwc.co.uk/wcpc This report provides a summary of: The steps taken during the first year of the Liquidation; Outstanding matters; and A provisional estimate of the outcome of the Liquidation for unsecured 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, this is included in Appendix A. 1.2. Appointment of Administrators On 11 April 2014, David Chubb, Robert Moran and Stuart Maddison of PricewaterhouseCoopers LLP were appointed Joint Administrators of the Company. The Administration ended on 16 April 2015 when the Company went into Creditors Voluntary Liquidation. David Chubb, Robert Moran and Stuart Maddison were appointed Joint Liquidators. 1.3. Change of liquidator Stuart Maddison, one of the previous Joint Liquidators, has left the firm. To ensure that outstanding issues in the Liquidation continue to be pursued, an application was made to the Court to remove him and appoint Rachael Wilkinson as Liquidator. Rachael Wilkinson is licensed in the United Kingdom to act as an insolvency practitioner by the Insitute of Chartered Accountants in England and Wales. Rachael Wilkinson thereby replaced Stuart Maddison as Joint Liquidator with effect from 30 June 2015, at which date Stuart Maddison was discharged as Joint Liquidator. 1.4. Estimated dividend prospects % Recovery Forecast Timing For preferential creditors: i.e. former employees (for unpaid wages up to 800 and holiday pay only) and unpaid pension contributions in certain circumstances: For unsecured creditors: i.e. all other creditors who are neither secured nor preferential: This report: 100% Last report: 100 % This report: 0.9-1% Last report: 0.1-2.0 % 2 Months 3 Months Please note this guidance on dividend prospects is only an indication. You shouldn t use it as the main basis for any bad debt provision that you may need to make.

2. Progress made during the period 2.1. Assets realisations We ve realised the Company s assets as follows:- Assets Actual realisations Cash at bank at the end of the Administration period VAT Administration period RPO Refund Rates Refunds 317,071.56 46,710.31 4,435.88 7,645.30 Total 375,863.05 Cash at Bank In the period covered by this report we have held 317,071.56 cash at bank. This relates to funds held in the Administration account. Refunds We instructed corporate recovery agents CAPA to assess and recover potential rates refunds due to the Company. In the period covered by this report refunds of 7,645.30 have been received. We also received a refund of 4,435.88 from the Redundancy Payments Office due to a previous overpayment when paying the preferential claims. Interest Received In the period covered by this report we have received 379.58 in relation to interest received from funds held on account. Assignment of leases As previously reported professional advice indicated that there was unlikely to be any value in the leases of the stores which were not transferred to the Purchaser. Since our appointment we have sought to affect surrender of the remaining leases in order to minimize liability. Whilst some closed stores have been surrendered there remain a number of stores where the offer of surrender has not been accepted by the landlord. 2.2. Statutory and compliance VAT Matters VAT returns have been submitted on a quarterly basis. In the period of this report, 97,900.55 has been received into the Company account relating to repayments due from HMRC of which 46,710.31 related to the Administration period. We are currently undertaking a VAT reconciliation.

2.3. Directors conduct One of our duties has been to look at the Company s directors actions before it went into Liquidation and during the Administration and consider the points raised by creditors. We ve finished our work on this and have complied with our obligation to submit a return or report to The Insolvency Service.

3. Outcome for creditors 3.1. Secured creditors The Secured Creditor s lending to the Company as at the date of Administration was 4,713,734 and is secured by a debenture dated 9 October 2007. This security gives the Secured Creditor fixed and floating charges over all the Company s assets. To date we have paid the Secured Creditor 118,600, all of which was paid in the Administration. The Secured Creditor will not be repaid in full. 3.2. Preferential creditors (mainly employees) In their statement of affairs provided to the Administrators, the directors thought that preferential claims would total about 32,000. We paid a first preferential dividend of 100% in the in the Administration totalling 29,064. 14 employee claims remain outstanding, and a distribution of 100% will be made to those employees once claims have been received, totalling 2,919. 3.3. 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 2003. The prescribed part applies in this case as there is a floating charge created after 15 September 2003. The amount of the prescribed part is: 50% of net property up to 10,000; 20% of net property above 10,000; and Subject to a maximum of 600,000. We estimate that the Company s net property will be between 220,000 and 240,000, which means that the estimated value of the prescribed part is 47,000 to 51,000 (prior to the costs of agreeing claims and making a distribution) Based on the total creditors as per the statement of affairs, we think, that the dividend to creditors will be between 0.9p and 1p in the. We re now able to tell you there are enough funds available under the prescribed part to give notice of our intention declare and pay a first dividend. The formal notice of our intention to declare this dividend is attached. Apart from any prescribed part, there will not be any dividend for unsecured creditors based on what we know currently.

4. Liquidators fees and other financial information 4.1. Our fees During the Administration, remuneration was approved on a time cost basis by the secured and preferential creditors. This fee basis carries on into the subsequent Liquidation. In the Administration we incurred time costs of 254,245, but did not draw any fees during the Administration. From 16 April 2015 to 15 April 2016, we have incurred time costs of 81,264 for 305 hours work, which works out at an average hourly rate of 266. We include details of the time costs incurred from 16 April 2015 to 15 April 2016, by work type, at Appendix C. Of the approved time costs we have now drawn fees of 179,000 which includes funds passed from the Administration. We are looking to take a further 22,280 of which we are yet to gain approval. We will not be taking our fees in full Further details of our fees are included in Appendix C. 4.2. Our disbursements We ve incurred disbursements of 91 during the period from 16 April 2015 to 15 April 2016. This has not yet been drawn. During the Administration we incurred 2,276.78 of disbursements which have been drawn in the Liquidation. Further details are provided in Appendix C. 4.3. 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 the Liquidators fees and expenses within eight weeks of receiving this report as set out in Rule 4.131 of the Rules. This information can also be found in the guide to fees at: http://www.icaew.com/~/media/corporate/files/technical/insolvency/creditors%20guides/2015/guide_to_ liquidators_fees_oct_2015.ashx You can ask for a copy free of charge by calling Thomas Wadey on 0113 289 4322 4.4. Receipts and payments account A receipts and payments account for the period from 16 April 2015 to 15 April 2016 is provided in Appendix B. 4.5. Statement of expenses A statement of expenses for the period from 16 April 2015 to 15 April 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.

Appendix A - Statutory and other information Name of company: Registered number: 03504068 Registered office: Former company names: Trading names: Trading address: Names of liquidators and their addresses: WCPC Realisations Limited Benson House, 33 Wellington Street, Leeds, LS1 4JP West Cornwall Pasty Co Limited West Cornwall Pasty Co Limited n/a Date of liquidators appointment: 16 April 2015 Details of change in liquidators: David Christian Chubb of PricewaterhouseCoopers LLP of 7 More London Riverside, London SE1 2RT, Robert Moran of Cornwall Court, 19 Cornwall St, Birmingham B3 2DT and Rachael Wilkinson of PricewaterhouseCoopers LLP of 3 Forbury Place, 23 Forbury Road, Reading, RG1 3JH Stuart Maddison ceased to act as Joint Liquidator 30 June 2015 and was replaced by Rachael Wilkinson Details of prior administration: The Company was previously in Administration from 11 April 2014 to 15 April 2015 Estimated dividend for preferential creditors: Estimated dividend for unsecured creditors: Estimated values of the Company s net property and prescribed part: Whether and why the Liquidators 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): 100p in the n/a 0.9p-1p in the from the prescribed part Net property 220,000 240,000 Prescribed Part 47,000 51,000 The European Regulation on Insolvency Proceedings applies to this Liquidation and the proceedings are main proceedings.

Appendix B. - Receipts and payments account for the period from 16 April 2015 to 15 April 2016 16 April 2015 to 15 April 2015 Estim ated Outcom e Statem ent FIXED CHARGE REALISATIONS Balance from the Administration* 36,400 0.00 36,400 0.00 FLOAT ING CHARGE REALISAT IONS Administration VAT refund 46,7 10.31 46,7 10.31 Balance from the Administration 280,67 1.56 280,67 1.56 Interest received gross 37 9.58 47 9 Rates refund 7,645.30 7,645.30 Redundancy Payment Service refund 4,435.88 4,435.88 VAT 51,190.24 51,190.24 391,032.87 391,132.29 COST OF REALISATION / PAYMENTS Bank charges (95.55) (145.55) Debt collection fees (486.24) (486.24) Legal Fees (14,992.02) (14,992.02) General expenses (161.30) (161.30) Insurance (1,802.00) (1,802.00) Administrators' Fees (17 9,000.00) (17 9,540.00) Administrators' expenses (2,27 6.7 8) (3,227.00) Rent (55,027.09) (55,027.09) Statutory advertising (7 6.7 2) (233.7 2) Preferential creditors 0.00 (2,919.00) VAT (56,854.04) (56,854.04) (310,7 7 1.7 4) (315,387.96) NET FLOAT ING CHARGE REALISAT IONS/(PAYMENT S) 80,261.13 7 5,7 44.33 T OT AL BALANCE AT BANK** 116,661.13 75,744.33 Estimated distribution The estimated net property available for distribution is 220,000-240,000, after preferential creditors claims totalling 31,983 have been paid. The following adjustments hav e been made to net floating charge realisations to reach the notional total on which the prescribed part will be calculated. These adjustments are beneficial to the unsecured creditors: (1) notional increase for P&M value of 80,000, as per the previous Administration report. (2) notional increase of 82,829 for rent and legal fees due from newco, as per the agreement with the secured creditor and newco. The amount we expect to be available under the prescribed part is between 47,000-51,000, and the costs of making the distribution is estimated to be 22,280. Therefore the net amount estimated to be paid under the prescribed part is between 24,7 20-28,7 20, therefore we estimate a dividend to be payable between 0.9p - 1p in the. The amount described above are estimates and may change depending on the final level of claims admitted, and the final net floating charge realisations. * The fixed charge balance of 36,400 will be paid to the Secured Creditor as a fixed charge distribution. **Funds are held in a high interest current account with Barclays.

Appendix C. - Details of our remuneration and disbursements Background This section sets out the process that was established for setting and monitoring the Liquidators remuneration. The basis of our fees and certain disbursements was agreed in the prior Administration by the secured and preferential creditors and has transferred across to the Liquidation in accordance with the Rules. The basis of our fees is by reference to time properly given. Details of the amount we have drawn can be found in Section 4. Liquidators charging policy The time charged to the Liquidation is by reference to the time properly given by our staff and us in attending to matters arising. It is our policy to delegate tasks in the Liquidation to appropriate members of staff, considering their level of experience and any requisite specialist knowledge needed and they are supervised accordingly to maximise the cost effectiveness of the work performed. Our junior people have done the routine work in the Liquidation to keep the costs down. But we and our senior staff have supervised them and we have dealt with any complex or significant matters ourselves. Matters of particular complexity or significance requiring more exceptional responsibility are undertaken by senior staff or the Liquidators themselves. Narrative of key areas of work carried out for the period from 16 April 2015 to 15 April 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: Area of work Activities completed Strategy and planning Case progression meetings Updating internal systems Appointment transfers Fee approval and fee status planning Budget and case planning Assets Dealing with disclaiming leases Lease queries Property surrender Investigation Review documents relating to directors conduct Submit directors conduct report and update internal systems Creditors Creditor enquiries Reviewing and dealing with creditor post Claim adjudication Filing claims Reviewing estimated outcome

Area of work Activities completed Accounting and Treasury Processing receipts and payments Dealing with administration account closure Journals Bank account set up Bank reconciliations Statutory and Compliance Case progression reviews and meetings Filing Updating systems Reviewing incoming post Correspondence to creditors Preparation of annual report Review of progress report Tax and VAT Preparing, reviewing and completing tax returns for the Administration and Liquidation periods Correspondence to HMRC Preparing, reviewing and completing VAT returns Obtaining VAT refunds from HMRC Internal meetings with Tax and VAT specialists Employees and Pensions Employee queries Liaising with HMRC Preferential claims Pension statutory notices Closure Case progression meetings planning for closure Our future work We still need to do the following work to conclude the Liquidation Area of work Work we need to do Estimated cost Statutory and Compliance Accounting & treasury Creditors Annual reporting Case reviews Processing receipts and payments Journals Bank account closure Distribution to unsecured and remaining preferential creditors Creditor enquiries 4,000 660 22,820 Whether or not the work will provide a financial benefit to creditors Required by law Benefit of proper stewardship and accounting of case funds Facilitates the payment of a dividend to creditors Tax and VAT Submit VAT and Tax returns 1,080 Legal requirement Closure Clearances 2,095 Legal requirement Final meetings and report

Hourly rates In common with all professional firms, scale rates increase from time to time over the period of the administration of each insolvency case. PricewaterhouseCoopers LLP, or any successor firm, reserves the right to change the rates and grade structures. Following our appointment the charge out rates have increased. Set out below are the relevant maximum charge-out rates per hour worked for the grades of staff actually involved on this assignment. All staff who work on this assignment (including cashiers, support and secretarial staff) charge time directly to the assignment and are included within any analysis of time charged. Time is charged by reference to actual work carried out on the assignment in six minute units. The minimum time charged is three minutes (i.e. 0.5 units). There was no allocation of any general costs or overhead costs. Specialist departments with our firm, such as Tax, VAT, Property and Pensions were also used where expert advice was required. Such specialist rates do vary but the figures below provide an indication of the maximum rate per hour: Grade Maximum rate per hour London ( ) Maximum rate per hour regional ( ) Specialist maximum rate per hour ( ) Partner 825 590 1,075 Director 725 490 1,010 Senior Manager 550 425 900 Manager 470 340 600 Senior Associate 390 255 460 Associate 245 165 210 Support staff 123 87 120 Some staff work in London therefore their rates are higher. However we have agreed a fixed fee basis therefore this does not affect the fees with have taken. Our relationships We have had 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. Disbursements 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 copying. Mileage At a maximum of 71 pence per mile (up to 2,000cc) or 93 pence per mile (over 2,000cc). Our disbursements in the period from 16 April 2015 to 15 April 2016 We have incurred the following disbursements (excluding VAT) in the period from 16 April 2015 to 15 April 2016.

Category 1: Category 2: Storage 8.00 Mileage: 0.00 Other Insurances 77.00 Printing 6.00 Total: 85.00 The statement of expenses in Appendix D show what we have drawn in total in relation to our disbursements. Other professional advisors we ve used A summary of legal and other professional firms and subcontractors instructed in the period from 16 April 2015 to 15 April 2016 is below: Name of firm / organisation Service provided Reason selected Basis of fees Amount paid in period ( ) CAPA Rates refund Expertise Percentage of realisations 1,268.93 JLT Speciality Limited Insurance Expertise Fixed 1,802.00 Pitmans Legal Advice Expertise Fixed 14,992.02 Our choice was based on the advisors experience, the complexity and type of work and the basis of the fee arrangement. We re satisfied that the fees charged are reasonable. Any future costs will be minimal.

Analysis of our time costs by grade and work area from 16 April 2015 to 15 April 2016 Aspect of assignment Partner Director Senior Manager Manager Senior Associate Associate Secretarial Total hours Time cost Average hourly rate Strategy & Planning - 0.50 1.25 2.40 2.20 1.60-7.95 2,718.00 341.89 Assets - 9.50 13.95 1.7 5-12.95-38.15 14,990.25 392.93 Inv estigations - - - 0.40-9.35-9.75 1,629.00 167.08 Creditors - - 3.10 1.35 6.35 13.50 19.10 43.40 6,757.75 155.7 1 Accounting and treasury - - 2.7 5 1.7 0 11.00 25.7 5-41.20 8,278.00 200.92 Statutory and compliance - 0.7 5 3.30 2.40 1.20 68.20 15.20 91.05 15,781.90 17 3.33 Tax & VAT - 3.60 7.25 1.55 23.50 30.40-66.30 28,621.75 431.7 0 Employ ees & pensions - - - 0.40 4.85 - - 5.25 1,305.75 248.7 1 Closure procedures - - 2.1 5 - - - 2.15 1,182.50 550.00 Total for the period - 14.4 33.8 12.0 49.1 161.8 34.3 305.20 81,264.90 266.27

Appendix D. - Statement of expenses for the period from 16 April 2015 to 15 April 2016 The Rules requires this progress report to include a statement of expenses incurred by the Liquidators during the period of the report, irrespective of whether payment has been made or not. This relates to all costs incurred, and not just the Liquidators disbursements. Such a summary of expenses is found below: Unpaid expenses Incurred in this Expenses paid in Unpaid expenses as at 16 April 2015 period this period at 10 October 2014 ( ) ( ) ( ) ( ) Bank charges 0.00 95.55 95.55 0.00 Legal fees and expenses 7,411.64 9,390.19 14,992.00 1,809.83 Office holders fees 254,245.60 81,264.00 17 9,000.00 156,509.60 Office holders disbursements 2,117.00 *250.7 8 2,27 6.7 9 91.00 Pre-appointment fees 38,521.00 0.00 0.00 38,521.00 Insurance 0.00 1,802.00 1,802.00 0.00 T otal 302,295.24 92,551.7 4 198,166.34 196,931.43 * 159.78 relates to disbursements incurred relating to the Administration period. **Brought forward figure is for the Administration period. ***We will not be taking the Liquidators time costs in full.

Appendix E Notice of intended dividend NOTICE IS HEREBY GIVEN, pursuant to Rule 4.186 of the Insolvency Rules 1986, that it is my intention to declare a first and final dividend to unsecured non preferential creditors of the Company no later than 16 September 2016. If you have not yet submitted a formal claim in the liquidation, you are required on or before 16 July 2016 (the last date for proving) to provide a proof of debt to the Joint Liquidators of the Company by completing a statement of claim form available to download from our website. If requested you may also be asked to provide such further details, or produce such documentary or other evidence as may appear to the Joint Liquidators to be necessary. A creditor who has not proved his debt by the last date specified will be excluded from the dividend. If you have any queries please do not hesitate to contact my colleague Thomas Wadey on 0113 289 4322.