28 march - pwc · 6.6 outcome for creditors 9 6.7 our expenses 10 6.8 our fees 10 6.9...
TRANSCRIPT
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www.pwc.co.uk/po1estar2
Joint Administrators’ progressreport from 25 October 2016 to10 March 2017
Polestar UK Print Limited
(in administration)
28 March 2017
High Court of Justice, Chaucer Division, Leeds DistrictRegistryCase number 380 of 2016.
PricewaterhouseCoopers LLPCentra’ Square29 Wellington StreetLeedsLSY 4DL
picc
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Contents
. Key messages 3
2. Abbreviations used in this report 4
3. Purpose of this report 5
4. Summary of the possible outcome for creditors 6
5. Background to the administration 7
6. Progress since our appointment 8
6.’ Trading 8
6.2 Employees 8
6.3 Realisation of Book Debts and other assets 8
6.4 Other Issues 9
6. Our Receipts & Payments Account 9
6.6 Outcome for Creditors 9
6.7 Our Expenses 10
6.8 Our Fees 10
6.9 Pre-Administration Costs 11
6.io Creditors’ Rights 11
6.11 NextSteps 11
7. Statutory and other information relating to the administration 12
8. Receipts and payments 14
8.1 Trading account for the period 25 October 2016 to 24 March 2017 14
8.2 Floating Receipts and payments accounts for the period 25 October 2016 to 24 March 2017 15
q. Expenses i8
10. Remuneration update 20
ioa Our time charging policy and hourly rates 21
10.2 Our work in the period 22
10.3 Our future work 24
10.4 Disbursements 25
10.5 Our relationships 26
io.6 Details of subcontracted work 26
10.7 Legal and other professional firms 26
11. Pre-administration costs 27
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1. Key messages
This report sets out the progress of the administration of the Company during the Reporting Period. Thepurpose of the report is to accompany a request to creditors for an extension to the period of theadministration by one year.
Purpose of the administrationWe are seeking to achieve objective (b) of the statutory purpose of administration — a better outcome for thecreditors as a whole than would be achieved in a winding up. By trading the Company in administration, wehave managed to achieve going concern sales of several of the Company’s business sites. This has enabled usto obtain higher values for the Company’s assets, mitigate claims against the Company and collectsignificantly more from the Company’s debtors.
As a result, we expect to be able make distribtitions to each of the classes of creditor in due course. Details ofthe likely outcomes for each class of creditor is set out in section 4.
Extension of the administrationThe administration is due to come to an automatic end on 24 April 2017. There remain significant assets tobe realised — notably a debt due from Northern & Shell which is subject to litigation and a pre-administrationVAT refund. In addition, we need to agree creditor claims and make a distribution to the unsecured creditorsfrom the Prescribed Part.
We are therefore seeking an extension of the administration of one year. We will be seeking the agreement ofthe secured and preferential creditors to this extension to allow us to complete our work and fulfil thestatutory purpose of the administration.
Polestar Stones-Wheatons Limited (“PSWL”)As stated in our last progress report, it has been confirmed that no assets of the Company had been formallytransferred or novated to PSWL. Having taken legal advice, we have concluded therefore that anytransactions entered into by PSWL prior to or following administration, should be treated as if they wereentered into on behalf of the Company. We consider that any liabilities have also been incurred for and onbehalf of the Company and are therefore liabilities of the Company rather than PSWL.
The administration of PSWL is now complete and we have issued our first and final report. A copy of thisreport can be found at the following webpage:
www.pwc.co.uk/polestar2
EmployeesIf you are a former employee of the Company or consider yourself to be a former employee of PSWL, youhave received this report because you may be owed money from the Company in respect of your redundancy(if applicable). As previously reported, we have sought legal advice and have concluded that all those thatconsider themselves to be employees of PSWL should be treated as employees of the Company for thepurpose of the administration.
During the Reporting Period, we paid a dividend of loop in the £ to all the preferential creditors of theCompany.
Creditors and suppliersIf not already done so, creditors should submit a claim form (which is available at www.pwc.co.uk/polestar2)in respect of amounts owed at the time of otir appointment, in order to lodge their claim for dividendpurposes. for the avoidance of doubt, we will consider pre-administration suppliers of the Stones business atBanbuiy and Wheatons business at Exeter as creditors of the Company.
Contact details (for claimforms only):Post: Polestar UK Print Limited, c/o PwC, Central Square, 29 Wellington Street, Leeds, LSi 4DLEmail: [email protected]
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2.Abbreviations used in this report
The following abbreviations may be used from time to time throughout this report:
“the Company” Polestar UK Print Limited
“the Companies” Polestar UK Print Limited and Polestar Stones-Wheatons Limited
“the Group” the above Companies together with Applied and Polestar Print Holdings
Limited
“the Administrators” or “we” Zeif Hussain and Peter Dickens of PwC
“PSWL” Polestar Stones-Wheatons Limited
“Applied” Polestar Applied Solutions Limited
“Old PUPL” PUPL Realisation Ltd — in administration
“PBL” PBL Realisation Ltd — in administration
“PIL” Polestar Investments Limited — in administration
“Old Polestar Group” Old PUPL, PBL and PIL
“1A86” The Insolvency Act 1986
“1R86” The Insolvency Rules 1986
“Schedule B; 1A86” Schedule Bi to the Insolvency Act 1986
“PwC” PricewaterhouseCoopers LLP
“DLA” DLA Piper LLP
“Juniper” Juniper Resources Limited
“Proventus” Proventus Capital Partners
“Prescribed Part” Funds ring fenced for unsecured creditors in accordance with Section 176A
1A86 which otherwise would have been payable to the holder of a quali1ring
floating charge
“SIP” Statement of Insolvency Practice
“the Bank” Barclays Bank Plc
Reporting Period 25 October 2017 to 10 March 2017
SOA Statement of Affairs
RPS Redundancy Payments Service
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3. Purpose of this report
‘fhe purpose of this report is to accompany a request to the secured and preferential creditors of theCompany to agree a one year extension to the administration. Under insolvency law, an administrationautomatically expires after one year, however it can be extended by up to one year with the agreement ofthe creditors or for a longer period with the agreement of the court. As we have stated that we do not thinkthat there will be any funds for distribution to the unsecured creditors of the Company other than via thePrescribed Part, it is for the secured and preferential creditors to decide on the extension.
This report provides details of the progress of the administration during the Reporting Period. We refer youto our report dated 20 June 2016 (“Proposals”) and our first Progress Report dated 24 November 2016 for abrief history of the Company, an explanation as to why it was placed into administration and our proposalsfor achieving the purpose of the administration and our progress prior to the Reporting Period.
A copy of our Proposals, our remuneration report and our first Progress Report previottsly circulated to allcreditors, can be found at:www.pwc.co.uk/po1estar2
These details are not repeated here unless considered beneficial or necessary for the purposes of this report.
There a number of administration matters which remain outstanding and will not be concluded before thefirst anniversary and automatic end of our appointment. We are therefore seeking consent for a 12 monthextension of the term of the administration to 24 April 2018 from the sectired and preferential creditors.
We anticipate that our next report will be circulated at the earlier of the conclusion of the administration orin approximately six months’ time.
If you have any concerns or questions regarding the background to this case or what is being proposed,please do not hesitate to contact my colleague, Chris Sykes, on 0113 289 4083.
Yours faithfullyFor and on behalf of the Company
)
Peter DickensJoint Administrator
ZelfHussain and Peter Dickens have been appointed as Joint Administrators of the Company to manage its affairs, business andproperty as agents without personal tiabitity. Both are licensed in the United Kingdom to act as insolvency practitioners by theInstitute of Chartered Accountants in England and Wales.
The Joint Administrators are Data Controllers ofpersonal 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 onlyfor matters relating to the administration.
The Joint Administrators are bound by the Insolvency Code ofEthics which can befound at:https://www.Qov.uk/government/publications/insolvencLj-practitioner-code-of-ethias
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4Thiimiarjofihe jsUile ime E rci’ hors -
The table below provides estimates of the possible outcomes for the various classes of creditors, based on
current information. More information is provided later in this report. Please note this guidance on
dividends is only an indication and should not be used as the main basis of any bad debt provision.
Estimated recovery for preferential creditors£0.4m
£O.4m, lOOp in theEN/A N/A
lformeremployeesfon unpaid wagesand holiday pay and unpaid pensions paid 16 February 2017 -
contributions in certain circomutancesi
-—--•------------—---- ----.—----------
Estimated recovery for unsecured creditors
iceditorswho are neither secured or orefseertiai
t. Mounts owed to creditors have been taken from the directors’ statement of affairs but may increase or decrease for the reasons
outlined later on in the report.
2. Barclays Bank Plc (secured creditor) have been repaid £19m to date. Further distrihutions will be dependent on ftsture realisations
and the costs of the administration.
3. Unsecured creditors include £im previoush’ listed as creditors of PSWL and a provision for contingent employee protective award
claims at £6..m
Estimated recovery for secured creditors
lnreditnrsw tb security in resoect 0 neir debt. e accorcarce with Section 2d8
1556)
—
00’.
_____
LOOm flOm 121%l 0-6% 12 mouths
Note:
L33m - EdOrn Nil 01.50% - 1.85% 12 rriootos
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5. Background to the administration
You will remember from our Proposals for achieving the purpose of administration that when we wereappointed, the position was as follows:
The Company was incorporated on 29 Febniary 2016 as a special purpose vehicle to acquire certainbusiness and assets of the Old Polestar Group. The acquisition was completed on 24 March 2016 followingthe appointment of administrators over the Old Polestar Group on the same day. The Company acquiredthe following (excluding insurance claims and litigation);
• MI of the business and assets of Old PUPL and PBL;• Various intellectual property held by PIL.
The total consideration paid by the Company for the business and assets noted above was £5o.93m.
On completing the acquisition of the business of the Old Polestar Group, the Company immediately beganthe process of novating customer agreements in order to secure all future trading relationships as quickly aspossible.
The Company operated from 6 production sites and two offices under a licence to occupy which had beenagreed with the administrators of the Old Polestar Group. Negotiations had also commenced with theowners of essential lease and financed assets in order to novate agreements to the relevant entities.
Proventus, the ultimate beneficial owners and largest lender to the Company, provided working capital inline with the Company’s business plan and the viability statement.
Although the majority of customers had been successfully transferred to the Company in the initial weeks oftrading, a number of material customers had delayed formally agreeing to novate. During this period, theCompany’s cash flow had been adverse to that anticipated due to the following reasons:
• Supplier ransom payments had been higher than anticipated;• A higher level of pro-forma payments than envisaged; and• Slower debtor payments than initially forecasted.
Most importantly, by 24 April 2016, the Company lost three major contracts which together were forecastto generate a significant proportion of turnover and profits. As a result, the Company was unable to meet itsincreased working capital requirement and the directors concluded that future trading was not viable andthe Company could not continue in its current form. In an attempt to preserve jobs and the businesses ofthe Company as a going concern, the directors made the appointment to place the Company intoadministration. ZeIf Hussain and Peter Dickens of PwC were appointed Joint Administrators of theCompany on 25 April 2016.
The Joint Administrators considered ongoing trading to be necessary in order to maximise debtorrealisations (the assets with the largest realisable value) by ensuring continuity of supply to customers.Ongoing trading has enabled debtor collections of £15.5m to date.
In addition, ongoing trading enabled the Joint Administrators to attempt to secure offers for the businessesas going concerns, maximising value in the assets, preserving employment for staff and limiting creditorclaims.
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t6. Progress since our appointment
6.1 Trading
The outcome of our trading period is set out in the receipts and payments account at Section 8. Net sales of£1o.lm were generated, with associated expenses of £;2.9m being paid to date, of which £38ok wereagreed and paid during the Reporting Period.
This has resulted in net payments from trading to date of £2.8m. These expenses include costs associatedwith holding the Sheffield property post trading of some £.2m; adjusted for this the net trading loss to dateis £i.6m.
We believe all supplier accounts for the trading period have been finalised and settled. We await the returnof a licence to occupy overpayment and currently anticipate the final trading loss will be in the region of£1.3m.
6.2 Employees
As previously reported, we have been notified of various claims from former employees for protectiveaward. The outcome of these claims will be decided by an employment tribunal, but any awards from
successful claims will be treated as unsecured claims in the administration. Should all employee claims besuccessful we estimate a further £6.5m of unsecured claims will be made in the administration and wouldshare in the Prescribed Part distribution estimated in Section 6.6 of this report.
The outcome of these claims is not yet known, but we expect this matter to be concluded within the next sixmonths.
6.3 Realisation of Book Debts and other assets
Book debts
As reported previously, at the date of appointment the directors’ SOA indicated a book value for debtors of
£13.26m.
Continuation of trade ensured that the Company honoured customer contracts, mitigating the risk ofcounterclaims and offset. As a result, ve are pleased to report that collections from book debts now total
£15.5m, €85ok and USS55k.
During the Reporting Period we recovered book debts of £74k. We also identified £;99k of prior receipts
which had been treated as book debt collections but belonged to a third party. The third party funds were
returned in full during the Reporting Period and this is reflected at Section 8.
All of the recoverable book debts have now been collected with the exception of1.7m owed to the
Company by Northern & Shell for which we have commenced legal proceedings to recover. We will
continue to pursue this debt and will provide a further update in our next progress report.
Monetary assets
During the Reporting Period we have transferred all funds held in the Euro and US Dollar currency
accounts to the administration Sterling account. A total of 8330k and €778k were transferred andconverted to £92ok.
Gross bank interest
During the course of the administration we have received gross bank interest of £7k, with £634 being
received during the Reporting Period.
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Sundry debts & refunds
To date we have received stindry refunds in the administration of £1,520, with £940 being recovered duringthe Reporting Period. We are not aware of any other such refunds available to the Company.
6.4 Other Issues
Pre-administration VAT Refund
A pre-administration VAT refund is due to the Company and we are taking steps to recover the funds intothe administration. Net recovery from this source after HMRC have applied set off for any preadministration liabilities is estimated to be £o.8m.
Claims in the Insolvencies of the Old Polestar Group
The Company’s purchase of the business and assets of the Old Polestar Group on the 24 March 2016
included the intercompany claims between the various group entities. As such, the Company has assignedclaims in the administration of Old PUPL totalling £1o7.3m and a claim in the administration of PBL of£26.5m.
After the Reporting Period, the administrators of Old PUPL declared a dividend to unsecured creditors of0.37p in the £ and a total payment of £419k will be paid to the Company in due course. The administratorsof PBL have declared a dividend of 1.57p in the £ and a total payment of £398k will also be received into theCompany’s estate in due course.
-
We are not aware of any other realisations available from claims against the Old Polestar Group.
6.5 Our Receipts & Payments Account
We set out in Section 8 an accounts of our receipts and payments in the administration from 25 October2016 to io March 2017.
6.6 Outcome for Creditors
Secured Creditors
Amounts due to the Bank (c.25m) and Proventus (c.L65m) (excluding finance lease creditors) at the dateof our appointment total c.L90m. The Bank and Proventus’ indebtedness was secured by way of debenturescontaining fixed and floating charges and cross guarantees between the Company and related other entities.
To date we have distributed £19m to Barclays under its fixed and floating charges. We expect to be in aposition to make further distributions to the Bank in due course, however the value and timing is currentlyuncertain.
We currently consider that neither the Bank nor Proventus will be repaid in full, with a shortfall on the debtremaining in the administration of approximately £7om.
Preferential creditors
Preferential claims principally relate to claims for unpaid holiday pay, and arrears of wages (subject tostatutory limits).
The directors’ statement of affairs included no provision for preferential creditors as it was then hoped allemployees would TUPE transfer to proposed purchasers post appointment. However, as a result of the
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redundancies of staff previously reported, preferential claims for unpaid holiday pay and arrears of wages
have arisen.
We circulated a notice of an intended dividend to all employees on 23 November 2016, giving a deadline to
return claims by 23 December 2017.
All preferential claims received by the deadline for submission were agreed. We declared and paid a full and
final dividend of ioop in the £ on i6 Februaiy 2017. The preferential claims received and paid totalled
£404k, which included a claim of £2o3k received from the RPS.
Unsecured creditors
The balances owed to trade creditors at the date of appointment (less any amounts owed or novated to or
paid by the Purchasers) will rank as unsecured claims against the Company.
As noted previously, due to the significant shortfall expected to the secured creditors, there will be no
surplus funds available for unsecured creditors, other than from the prescribed part fund. This will be at the
statutory maximum of £6ook.
The estimate for unsecured creditors has been taken from the directors’ statement of affairs, and the
estimate dividend below does not, at this stage, take account of the costs associated with agreeing claims
and distributing the Prescribed Part fund. These figures may be subject to change as contingent or other
claims are mitigated in whole or part. The estimated dividend is therefore subject to change and should be
treated with an appropriate degree of caution.
• t:i .Net Property £;6m-2om
Estimated Prescribed Part Fund £600,000 (maximum possible)
Estimated Unsecured Claims - £33m - £4om
Estimated Dividend <1.50% -i.$%
Please note that the actual value of unsecured creditors may exceed £33m as stated in the directors’
statement of affairs. The ongoing employee claims for protective award, noted at section 6.2, could lead to
further unsecured claims in the region of £6.5m. In addition, it has now been determined that the
ttnsecured creditors of PWSL should be treated as creditors of the Company; this is estimated to lead to a
further Lim of creditor claims against the Company.
6.7 Our Expenses
re set out in Section 9 a statement of the expenses we’ve incurred to the date covered by this report and anestimate of our future expenses.
The statement excludes any potential tax liabilities that we may need to pay as an administration expense indtie course because amounts due will depend on the position at the end of the tax accounting period.
6.8 Our Fees
Te set out in Section io an update on our remuneration which covers our fees, disbursements and otherrelated matters in this case. We are seeking approval for our fees to be fixed on the basis of time spent bythe Administrators and their staff on the administration.
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On 24 June 2016 we circulated to creditors a remuneration report which set out our proposedremuneration basis, together with a fee estimate totalling £2,931,000. The fee estimate total acts as a capon the amount of fees we can draw and if we wish to take more fees than this we will need to obtain aftirther authorisation from the secured and preferential creditors.
During the Reporting Period we have sotight approval from the secured and preferential creditors for otirfees to be charged on the basis of time properly spent. Consent from all fee approving bodies was providedby 22 December 2016 and, as a result, we have drawn fees and disbursements in the Reporting Period of£2,100,000 and £59,634 respectively.
We have spent considerably more time than was anticipated in the remuneration report in certain areas,including in collecting in the debts, dealing with environmental issues at certain sites, dealing with post salematters on the sales of businesses and dealing with employee issues. Overall, this will result in a betteroutcome for creditors than was originally anticipated as assets realisations (particularly book debtcollections) exceed the previous estimates and contingent claims are mitigated.
Our time costs will exceed the total in the remtineration report and we may return to creditors in future toapprove lifting of the cap to take additional fees. Ay such recluest will be accompanied by an updatedremuneration report.
6.9 Pre-Administration Costs
You can find in Section ii information about the approval of the unpaid pre-administration costs previouslydetailed in our proposals. We have received approval from the secured and preferential creditors for thepayment of the pre-administration costs as an expense of the administration.
6.io Creditors’ Rights
Creditors have the right to ask for more information within 21 days of receiving this report as set out inRule 2.48A 1R86. Any request must be in writing. Creditors can also challenge fees and expenses withineight weeks of receiving this report as set out in Rule 2.109 1R86. This information can also he found in theguide to fees link illustrated below:
http://www.icaew.com/-/media/corporate/files/technical/insolvency/creditorsguides/2o1s/guide to administrators fees oct 2015.ashx?la=en
6.;; Next Steps
There a number of administration matters which remain outstanding and are unlikely to be concludedbefore the ffrst anniversary and automatic end of our appointment. We are therefore seeking consent for a12 month extension of the term of the administration to 24 April 2018 from the secured and preferentialcreditors.
We are pursuing realisations from pre-appointment VAT returns, claims in the insolvencies of the OldPolestar Group and recovering amounts due from one debtor.
Once these assets have been realised and the employment tribunal’s outcome is known, we will take steps tomake a distribution to unsecured creditors from the Prescribed Part fund.
We will then complete all other outstanding administration matters and take steps to end our appointmentand dissolve the Company.
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. Statutory and other information relating to the administration
Full name: Polestar UK Print Limited(formerly Prospect Bidco Limited)
Trading name: Polestar
Court details for the Administration: High Court of Justice, Chancery Division, Leeds
District RegistryCourt case number 380 of 2016
Registered number: 10033127
Registered address: Central Square 8th Floor, 29 Wellington Street,
Leeds LSi 4DL
Company directors: Hendrix Anders BjerklinHans Gunnar CarlssonAlan James GoodwinBarry Alan HibbertSwagatam MukerjiJoen Daniel SachsKjell Ariders Thelin
Company secretary: None
Shareholdings held by the directors and secretary: N/A
Date of the Administration appointment: 25 April 2016
Administrators’ names and addresses: ZeIf Hussain of PricewaterhouseCoopers LLP, 7More London Riverside, London, SEi 2RT
Peter Dickens of PricewaterhouseCoopers LLP. 7More London Riverside, London, SE1 2RT.
Appointor’s / applicant’s name and address: The directors of Polestar UK Print Limited of 75farringdon Road, London, ECim 3PS.
Objective being pursued by the Administrators: Objective (b) — achieving a better result for the
company’s creditors as a whole than would be
likely of the company was would up (without first
being in administration)
Division of the Administrators’ responsibilities: In relation to paragraph 100(2) Sch.Bi 1A86,
during the period for which the Administration is
in force, any function to be exercised by the
persons appointed to act as Administrators may
be done by any or all of the persons appointed or
any of the persons for the time being holding that
office.
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Proposed end of the Administration: Dissolution or Creditors Voluntary Liquidation
Estimated dividend for unsecttred creditors: <1.50 - 1.$5p in the £
Estimated values of the prescribed part and the Prescribed Part £6oo,000 (statutory maximum)company’s net property: Net Property £16-L2om
Whether and why the Administrators intend to Noapply to court under Section 176A(5) 1A86:
The European Regulation on Insolvency The European Regulation on InsolvencyProceedings (Council Regulation(EC) No. Proceedings applies to this Administration and1346/2000 of 29 May 2000): the proceedings are main proceedings.
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-___
8.1 Trading account for the period 25 October 2016 to 10 March 2017
7\re have assumed that all trading receipts and payments made under the name of PSWL belong to theCompany, as we think that PSWL has no assets or employees that could be used in trading. The receiptsand payments accounts therefore include those of the PSWL division.
GBP Sterling Account
Total forperiodTotal for period from Movementsrn
from 25 April25 April 2016 to 25 the Reporting
2016 to so MarchOctober2016 Period
2017
£ £ £
Trading receiptsSales receipts 10,078,084 10,078,084
Trading paymentsPaper 631,026 1,032 632.058
Ink 1,251,625 - 1,251,625
Direct Labour 164,417 9,921 174,337
Direct Expenses 1,380,459 449 1,380.908
Licence to Occtipy 1,707,041 - 1,707,041
Rates 103,084 301,388 404,472
Heat & Light 982,550 15 982,564
Motor &Travel Expenses 38,479 - 38,479
Telephone 180,148 6,035 186,183
Recycling 226,839 - 226.839
Professional Fees 5,060 - 5,060
Consultancy Fees 29,338 - 29,338
Lease Equipment 327,377 778 327,548
Storage Costs 58,776 - 58,776
Repairs & Maintenance 165,216 589 165,805
Sundry Expenses 38,314 - 38,314
Dciress Payments 35,214 - 35,214
Office Costs, Postage &Stationerv 5,846 5,846
Wages & Salaries 2,941,564 59,868 3,001.432
Employee Deductions 1,629.795 (5,277) 1,624,518
Employee Expenses 188,037 738 188,775
Insurance 367.701 4,928 372,628
Security 63,843 - 63,843
BankCharges 7,391 45 7,436
12,529,131 379,907 12,909,039
Trading Profit (loss) (2,451,048) (379,907) (2,830,955)
Note: there has been some reallocation between the trading expense categories in the brought forwardfigures since our last progress report.
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8.2 Floating Receipts and payments account for the period 25 October 2016 to 10 March2017
Bank accounts are currently maintained in sterling, US Dollars and Euros and a separate receipts andpayments account for each currency is set out below. The foreign currency accounts have now been closed,with the remaining funds converted to sterling.
GBP Sterling Account
Total for periodTotal for period Movements infrom 25 Aprilfrom 25 April 2016 the Reporting
2016 to 10 Marchto 25 October 2016 Period2017
£ £ £
Floating charge receiptsTrading Loss (2,451,048) (379,907) (2,830,955)Debtors 15,619,381 (124,563) 15,494,818Equity from sale of leased machinery 500,000
- 500,000Plant&Machinerv 9,577,558
- 9,577,558Stock&WIP 482,200 - 482,200Goodwill 3 - 3Intellectual Property 9
- 9Funding for Transitional Services 209,855
- 209,855Bank Interest Gross 6,709 634 7,342Cash at Bank 1,082,987
-. 1,082,987Transfer from administration currency accounts 919,577 919,577Sundry Debts & Refunds 580 940 1,520
25,028,233 416,682 25,444,915
Floating charge paymentsJoint Administrators’ Fees
- 2,100,000 2,100,000Joint Administrators’ Disbursements 59,634 59,634Legal fees 513,855 45,776 559,631Asset Agent Costs & Disbursements 52,108 6,300 58,408Debtor collection costs 185,672 4,904 190,577Storage Costs 25,223 2,451 27,674StatutoryAdvertising 140 140
776,998 2,219,066 2,996,064
Available to preferential creditors 24,251,235 (1,802,384) 22,448,851
Less: dividend to preferential creditors Gloop in £ -
paid 15.02.17(403,847) (403,847)
Less Disbtributions to Floating Charge Creditor (ig,ooo,ooo)- (19,000,000)
Net Funds Available 5,251,235 (2,2o6, 1) 3,045,004
Made up as followsCash at Bank 4,115,668 (2,651,842) 1,463,827VAT Receivable 1,135,567 445,610 1,581,177
5,251,235 (2,2ofJ,23;) 3,035,004
Funds are held on interest bearing accounts.
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US Dollar receipts and payments accountfor period 25 October 2016 to 10 March 2017
US Dollar Account
Total for period from25Apr11 2016 to 25
October 20r6
$
55,505
274,952
330,457
Movements inthe Reporting
Period
$
330,457
330,457
Total for periodfrom 25 April
2016 to to March2017
$
55,505
27 4,952
330457
330,457
330457
Available to preferential creditors
Net funds Available
Made up as followsCash at BankVAT Receivable
330457 (330457) -
330,457 (330457)
330,457 (330,457) -
330,457 (330,457)
Floating charge receiptsDe bto usCash at Bank
Floating charge paymentsTransfer to Sterling account
VAT Control Account
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Euro receipts and payments accountfor period 25 October 2016 to 10 March 2017
Euro Account
Total for period from25 April 2016 to 25
October 2016
C
Movements inthe Reporting
Period
€
Total for periodfrom 25 April
2016 to 10 March2017
C
Trading receipts
Trading paymentsDirect ExpensesRepairs & MaintenanceWages & SalariesBank Charges
Trading Profit / (Loss)
Floating charge receiptsTrading LossDebtors
Floating charge paymentsTransfer to Sterling account
VAT Control Account
28,08433,169
10,219
11671,587
(71,587)
(71.587)808,598737,011
28,08433,169
10,219
ii671,587
(71,587)
(71,587)849,296
777,708
777,708777,708
Available to preferential creditors
Net funds Available
Made up as followsCash at BankVAT Receivable
Polestar UK Print Limited— in administration
737,011 (737,011)
737,f)IL (/:7,oLr) -
737,011 (737,011) -
737,OIt f—:17,ola) —
40,69740,697
777,708777,708
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I . Expenses
The following tables provides details of our trading and administration expenses. Expenses are amountsproperly payable by us as Administrators from the estate and includes our fees, but excludes distributionsto creditors. The table also excludes any potential tax liabilities that we may need to pay as anadministration expense because amounts becoming due will depend on the position at the end of the taxaccotinting period. The tables should be read in conjunction with the receipts and payments account. Theexpenses incurred in the period include adjustments to estimates in the brought forward figures.
Table A - Fr f
Brought forward Incurred in Anticipated future Anticipated total
(Please note any changes will be dLIe to from 24 October the Reportingcorrect allocation of expenses) 2016 Period
£ £ £ £
Paper 631,026 1,032 632,058
Ink 1,251,625 - - 1,251,625
Direct Labour 164,417 9,921 - 174,338
Direct Expenses 1,380,459 449 - 1,380,908
Licence to Occupy 1,707,041 - 1,707,041
Rates 368,181 36,291 - 404,472
I-feat & Light 982,550 15 - 982,565
Motor & Travel Expenses 38,479 - - 38,479
Telephone 190,148 (3,965) - [86,183
Recycling 226,839 - - 226,839
Professional fees 5,060 - - 5,060
Consultancy fees 29,338 - - 29,338
Lease Equipment :327,371 178 - 327,549
Storage Costs 58,776 - 58,776
Repairs & Maintenance 165,216 589 - 165,805
Sundry Expenses 38,314 - 38,314
Duress Payments 35,214 -- 35,214
Office Costs, Postage & Stationery 5,846 - - 5,846
Wages & Salaries 2,960,964 40,468 - 3,001,432
Employee Deductions 1,629,795 (5,27”) - 1,624,518
Employee Expenses 188,037 738 -
Insurance 377,01 (4,973) - 372,628
Security 63,84:3 -- 63,843
Bank Charges 7,391 45 - 7,436
Total £12,833,531 £75,511 - £12,909,042
€ € € €
Direct expenses 28,084 - - 28,084
Repairs & maintenance 33,169 - 33,169
Wages & salaries 10,219 - - 10,219
Bank charges 116 - - 216
Total €71,587- €71,687
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Table B — Floating Charge Expenses
Brought forward Incurred in the Anticipated Anticipatedfrom 24 October Reporting future £ total £
2016 £ Period
Administrators’ Fees 3,428,773 300,506 75,000 3,804,279
Administrators’ Disbursements 59,353 5,722 5,000 70,075
Legal fees 513,855 45,776 559,631’
Agents Costs & Disbursements 52,108 6,300 - 58,408
Storage Costs 25,223 2,451 5,000 32,674
Debtor Collection Fees 201,672 4,904 - 206,576
Staftitorv Advertising 140 - 187 327
Sundry Expenses - - 1,000 1,000
Total 4,281,124 365,659 86,187 4,732,970
Notes. Administrators’ fees have been included on time cost basis at our normal scale rates. This includestime in excess ot’ the current remuneration report estimate, which we may seek further creditor approval totake in due course.
* The oniy anticipated future legal fees are in relation to ongoing litigation for recovery of debt. We have notincluded anticipated future legal fees as to avoid prejudicing future realisations from this source.
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tro.Remunerationupdate
During the period covered by this report we did the following to fix the basis of our fees:
On 24 June 2016 we issued our first remuneration report to creditors which sotight approval of our fees onthe basis of time properly given by us and our staff attending to the matters arising (“time costs basis”).
We proposed that our remuneration be drawn on a time costs basis only, for the following reasons:
• It ensures that creditors are only charged for work that is performed; and
• We were unable to estimate with certainty the total amount of fees necessary to complete all tasksrequired in the administration as this depended on how quickly the remaining plant can be soldand the remaining book and trading debts collected.
We estimated that time costs in the administration would total £2,856,000 in relation to the fixed andfloating charge realisations, and £75,000 in relation to the prescribed part fund in respect of agreeingcreditor claims and making a distribution to creditors.
We have sought approval of the secured creditors (the Bank and Proventus) and the preferential creditorsto fix our fees on a time costs basis. MI parties provided their consent by 22 December 2016. The fees wecan draw will be capped at the total of our June fee estimate, £2,931,000, and we have drawn fees of£2,100,000 during the Reporting Period.
Our time costs have exceeded the total level estimated in our remuneration report and currently total£3,729,729 at our charge out rates. We may therefore seek the agreement of the secured and preferentialcreditors to lift this cap at some point in the future, but we do not envisage doing so until it is clearer whatour final costs will be.
Additional time has been spent dealing in the following areas:
• collecting book debts significantly in excess of original estimates;• exploring litigation options for pursuing ftirther book debts of c1.7m;• investigating potential recoveries from a pre-administration VAT refund;• dealing with complex VAT matters arising out of the realisation of equity in the financed assets;• investigating the position of PSWL and whether the assets and liabilities for this division belonged
to the Company;• investigating potential claims in the insolvencies of the Old Polestar Group, and• dealing with the employment tribunal claims.
W set out later in this section details of our work to date, anticipated future work, disbursements,subcontracted work and payments to associates.
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10.1 Our time charging policy and hourly rates
The time we charge to the administration is by reference to the time properly given by our staff and us inattending to matters arising.
It is our policy to delegate tasks to appropriate members of staff considering their level of experience andany requisite specialist knowledge, supervised accordingly, so as to maximise the cost effectiveness of thework performed. Matters of particular complexity or significance requiring more exceptional responsibilityare dealt with by senior staff or the administrators personally.
Set out below are the relevant maximum charge-out rates per hour worked for the grades of staff actually,or likely to be, 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 oftime charged. Time is charged by reference to actual work carried out on the assignment in six minuteunits. The minimum time charged is three minutes (i.e. 0.5 units). There has been/will be no allocation ofany general costs or overhead costs. These rates will apply to each part of our work.
A national team has been used on this multi-site administration involving both London and regional officestaff. Specialist departments with our firm, such as Tax, VAT, Property and Pensions are also used wheretheir expert advice and services are required. Such specialist rates do vaiy but the figures below provide anindication of the maximum rate per hour.
With effectfrom 1 July 2016 Maximum rate Maximum rate Speciatistper hour per hour maximum
(regiohat) (London) rate per hour
Grade (L) () (E)
Partner 600 840 1,365
Director 500 740 1,200
Senior Manager 435 560 1,170
Manager 345 480 700
Senior Associate 260 400 515
Associate 170 250 255
Support staff 125 125 125
In common with all professional firms, hourly rates increase from time to time over the period of theadministration (for example to cover annual inflationary cost increases). Any material amendments tothese rates will be advised to the fee approving body when seeking fee approval, and to creditors in our nextstatutory report.
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10.2 Our work in the period
The tables below summaries the time costs incurred to date at PwC scale rates.
Analysis of time costsfor the period 25 October 2016 to 10 March 2017 at PwC scale rates.
Whilst this is not an exhaustive list, in the following table we provide more detail on the key areas of workcarried out in the Reporting Period.
Why the work was necessary
Costs budgets used for monitoringand control
What, if any, financialbenefit the work providedto creditors OR whether itwas required by statute
Assists Administrators in —
managing the case
Benefits the largest creditors byproviding them withinformation
Polestar LTK Print Limited— in administrationPage 22
Anpeet of antigoment
Senior Senior
Partner Director Manager Manager Asntmiate Ass,ate Secretarial
Adminintration and Plnnning
Oodgetingond cmt onalvnit
Cane planning, update and strategy meetiogs
Statotor, rrportiog
Other ntatotorv and compliance
Formal reporting tobank
Total odminintration and planning
Annet Re;tlisation
Proper2 monagemeot and sale
Song debit
her asnets
Insuro nceand litigation
Total aanet realisations
Trading
Accounting ond treason
On-going ewp:oyee isooes
Intal trading
Creditoro
Commonination with creditor,
Preferential orrditor claims admin woeb
Unseen red creditor elaims adm in a nib
Total oreditort
TaxFVAT
-- 6.80 00.60 3.90 0.90 -
t5.OO - 0.80 5.15 3.10 0.00
1.00 5.75 14.75 9.30 36.80 0.50 -
- 1.00 15.20 16.55 8.z5 27,tO
-
. 10.60 0.05 0.30 -
.6.00 5,75 34.55 40.30 60.65 9.85 27.10
- 43.05 05-nO I 05 o.8o
- a.oa 8.00 - 2.30
-
- 0.05 ci 55 3.65
- 44.25 97.95 1.60 13.95 -
1.00 - 1.00 5.t5 44.00 4t.OO
0.00 - - 8.a5 50.20 0.80
z.no - 1.00 13.40 94.20 41.90
-. 0.05 0.85 1.00 1 50 0.50
-- 1.75 0.80 73.65 3.80 30.15
. 11.10 1.50 a.5a a38.oa
-. 12,90 3.3 ,6.15 243.30 10.65
. - - 6.60 - 11.90 -
1.00 2.05 6.30 44.05 37.30 06.65 1.511
Total boors
02.50
24-at
68.10
68.30
10.9)
193.80
1 42.Oe
It .30
4.a)
‘57.75
92.15
60.25
152.40
3.90
366.15
.8.50
.68.85
Tinaem,st
£
7,501.00
15,077.75
at , 067 . 5 0
ta,339.85
4,685.25
60871.35
60,575.75
4,480.00
68.03,25
17,9.10.85
3,367.05
31297.10
8,360.10
46,10500
65.386,10
5,309.5n
69.605,00
Averagehitarlyro Ic
£
337.88
63 0.1)1
309.36
180.67
407.98
314.09
440.67
39° 08
at, 06
431.30
94-37
201.56
005.31a
036.15
166.66
t80.88
a78.58
087.00
312.23
ITotol for the period to to MareS
Hronght forward at 24 Od,,ber’zn lb
IT000l
19.00 52.05 152.30 109.10 282.25 383.30 59.051 I l.tt5’.45 3tto.51t6.31t 084.181
I 08.77:g..J I :151.841
ltt,SttO,84 29.079.40 I 345.011
Area ofwork Work undertaken
Administration Budgeting and cost
and Planning analysis
Case planning, update Used for planning and project Assists in efficient managementand strategy meetings managing the many different work of the administration leading to
streams and monitoring staff in quicker completion and returndifferent departments and locations, to creditors
Other statutory and Dealing with general correspondence Compliance with statute andcompliance and calls; providing information; regulations
responding on compliance mattersand dealing with matters required byother statutes and regulations.Obtaining fee approval from thesecured and preferential creditors.Drafting and circulating a revised feeestimate.
Statutory reporting Drafting progress report to the Required by law andcreditors with detailed information professional standardson the administration.
Formal reporting to bank Preparing formal reports to thesecured creditors in their desiredformats, meeting with the securedcreditors and preparing estimates ofthe likely outcomes.
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Creditors Communicating withcreditors
Reviewing and assessing debtorsledger.Raising invoices and getting ledger npto date.Liaising with prospective purchasersto decide how to deal with historicdebtors and assisting in theircollection.Monitoring the existing agents toassist in the collections.Liaising with lawyers in relation tocontractual disputes.Dealing with stock, retention of titleclaims, financed assets, and sundryrefunds.Making claims into the Old PolestarGroup administrations.
Ensuring proper insurance of theassets through an open cover scheme.Liaising with the insurers regardinginitial and ongoing requirements.Reviewing litigation in progress andconsideration of claims against theCompany, including employeeliability claims.Preparing and authorising receiptand pa\ment vouchers.Entering receipts and payments inthe administrators’ accountingsystem.Opening bank accounts andarranging facilities, includingoverdraft facilities.Carrying out bank reconciliations andmanaging the investment of hinds.Communicating with employees,unions and employee representatives.Receiving and following up employeequeries by telephone, post and email.Liaising with the RedundancyPayments office.Ensuring that the payrolls areoperated correctly and deducting andpaving over PATh/NIC and otherdeductions to HMRC and relevantagencies and third parties arecompleted.Monitoring the website for holdingcreditor information and reports.Receiving and following up creditorqueries by telephone post and email.Reviewing and preparingcorrespondence with creditors andtheir representatives.Obtaining information from theCompany’s systems to adjudicate thepreferential claims.Review and agreement of preferentialclaims of employees made redundantduring the administration periodtogether with the claim of the RPO.
Mitigates risks of claims againstthe Company and losses ofassets.
Ensuring that there is properstewardship and accounting forthe hinds realised for the benefitof the creditors.Enabling efficient payment ofliabilities incurred.Complying with statutory andregulatory duties regarding theholding and accounting forhinds.By ensuring that employees aredealt with efficiently and inaccordance with the relevantstatutory responsibilities,employee claims against theCompany are minimised to theadvantage of the employees andother creditors.
Provides information necessaryto creditors collectively andindividually.
Allows payment of the claims ofpreferential creditors.
Polestor UK Print Limited— in othuin isjrnhon
AssetRealisation
Book debts
Property management Negotiating with landlords and Mitigated claims against thelicensors. Company.
Ensured properties wereavailable for trading andrealising the assets.Collections of debtors have beensignificantly in excess of originalestimates and the directors’statement of affairs. Collectionshave been enhanced bycontinuing to trade and assistedby the going concern sales ofparts of the business. Theadditional collections will meana better return to the creditors.
Enhanced assets realisations.Other assets
Insurance and litigation
Trading Accounting and tm’easum’y
On-going employeeissues
Preferential creditors
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Pensions Liaising with PensionRegulator and scheme
Tax & VAT Completion andsubmission of tradingVAT returns
Obtain preferential claims fromformer employees, agree these andpay a dividend.Contact all known creditors with afinal date for submitting claims.Declaring and paying a dividend ofloop in the £ to preferential creditorsObtaining information from theCompany’s systems, fromcorrespondence and the statement ofaffairs to identify possible creditorsand inviting them to make a claim.Recording all creditor details on oursystems, together with statement ofaffairs values and claims received.Starting the adjudication of claimsreceived and requesting furtherinformation from creditors.Updating systems with changes increditors’ details.Obtaining and providing informationto the Pensions Regulator, Pensionscheme tmstees and PensionProtection Fund.Examining the position following therecent insolvency of the previousPolestar companies.Post appointment VAT returns havebeen submitted. Advice was given onthe complex area of the settlementsreceived from finance companies inlieu of the equiW in the financedassets.Providing HMRC with informationand invoices they requested.
Information gatheringnecessary to agree unsecuredcreditors’ claims and pay adividend from the prescribedpart in due course.
Statutory responsibilities.Will discover what liabilitiesthere are to the pension scheme/ PPF, if any.
VAT and corporation taxreturns are statuton duties onthe administrators.Tax and VAT planningminimises the cost of tax on theadministration estate.
Area of work
Administration,planning, statutoryand compliance
Work we need to do
Drafting and circulating progress reports tocreditors. Reporting to the secured creditors.Dealing with general correspondence and queries.Strategy and planning meetings. Cost monitoring.Compliance with regulatory requirements.
Collection of the remaining debtors includingpursuing legal action where necessary.Investigating any sundry asset realisations orrefunds.
Review and adjudicate on the unsecured claimsfrom employees, trade creditors and others.Declare and pay a dividend from the prescribedpart fund.Responding to sundry creditor enquiries.
Whether or not thework will provide afinancial benefit tocreditors
Mostly these are statutoryrequirements, hut thestrategy and projectinanagement work willassist in the efficientcompletion of theadministration.We think there is afurther £l.7m in potentialdebtor / tradingrealisations.This work will enhancerealisations for thebenefit of creditors.Direct benefit to creditorsthrough payment ofdividends
Unsecured creditors
tO.3 Our future work
We still need to do the following work to achieve the purpose of administration. We think theadministration will take a further 15 - i8 months to complete.
Estimatedcost £‘ooo
15
Assets
Creditors
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__
Pensions Completing statutory notices. Dealing with and 1 Statutory requirement, ofadjudicating any pensions claim direct benefit to the
pension scheme.Tax & VAT Completion of post administration VAT returns 9 Statutory requirement to
and de-registration in due course, complete the necessaryAgreement of the pre-administration VAT refund returns. Ensures that theand any offset of pre-administration government tax liability is minimisedliabilities, on the administrationCompletion of corporation tax returns for the estate.trading and post trading administration periods.
______
10.4 Disbursements
Expenses are defined in SIP9 as amounts properly payable by the office holder from the estate which arenot office holders’ remuneration or a distribution to creditors.Disbursements are a type of expense which is met by and reimbursed to an office holder in connection withan insolvency appointment. They fall into two categories: Category 1 and Category :
Disbursement SIP9 definition
Payments to independent third parties where there is specific expenditureCategory 1 .
directly referable to the appointment in question.
Costs that are directly referable to the appointment in question but not to apayment to an independent third party. They may include shared or allocateda egoiy 2costs that may be incurred by the office holder or their firm, and that can beallocated to the appointment on a proper and reasonable basis.
Our firm’s disbursements policy allows for all properly incurred expenses to be recharged to the case. Wedon’t need approval from creditors to draw Category i disbursements as these have all been provided bythird parties, but we do need approval to draw Category 2 disbursements as these are for services providedby our firm. The body of creditors who approve our fees also have responsibility for agreeing the policiesfor the payment of Category 2 disbursements.
The following disbursements arose in the Reporting Period.
Expense Category Poliry £
Accommodation &1 AJ1 disbursements not falling under iiSubstance Category 2 are recharged at cost
Sundry Expenses 1 All disbursements not falling under 144Category 2 are recharged at costAt 5 pence per sheet copied, only
Postage 2 charged for circulars to creditors 2,842and other bulk copying.
At a maximum of 71 pence per mile 2 621Mileage 2(up to 2,000cc) or 93 pence per mile(over 2,000cc)
5,722Total in ReportingPeriod
Expenses b/f
Total Expenses 65,075
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10.5 Our relationships
We have no business or personal relationships with the parties who approve our fees or who provideservices to the administration where the relationship could give rise to a conflict of interest
io.6 Details of subcontracted work
The following work, which we or otir staff would normally do, has been done by subcontractors in order tobenefit from specialist knowledge and/or to reduce time costs in the administration.
Service provided Name of firm/organisation Basis of fees
Realisation of plant and machinery Hilco Appraisal Limited Fixed fee
Utility management, site security, Time costs andGMS Legal Services Limited
recovery of books and records disbursementsFixed fee and
Debtor collections Jumper Resources Limitedcommission
Apart from the contractors noted above, we have not contracted out any other work which would tisually be
undertaken by the Administrators.
Our choice was based upon our perception of the contractors’ experience and ability to perform this type of
work, the complexity and nature of the assignment and the basis of the fee arrangement with them.
10.7 Legal and other professional firms
We’ve instrttcted the following professionals on this case:
Service provided Name of firm/organisation Basis of fees
Valuation of plant and machinery Hilco Appraisal Limited fixed fee
Time costs andLegal services DLA Piper UK LLP
disbursements
Our choice was based upon our perception of the advisors’ experience and ability to perform this type of
work, the complexity and nature of the assignment and the basis of the fee arrangement with them.
We require all third party professionals to submit time costs analyses and narrative or a schedule of
realisations achieved in support of invoices rendered. We undertake to review third party costs to ensure
they are reasonable in the circumstances of the case.
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We previously provided details in our proposals of the costs which were incurred before our appointmentwith a view to the Company going into administration.
We had revised the level of our pre-administration costs after becoming aware of additional time which hadbeen incorrectly accounted for. The table below sets out the costs as advised in our proposals and ourrevised calculations.
Nature of costs Amount per Proposals () Revised Amount (1)
Fees charged by the 30,692 49,018Administrators
Expenses incurred by the 10,000 10,000Administrators (DLA Piper LLP)
Total 40,692 59,018
The cost reflects the size, profile and complexity of the Company, and the short notice and urgency of theappointment. A breakdown of the administrators’ pre-appointment costs by grade has been summarisedbelow:
Staff Grade Hours Average Hourly Rate Total Time costs ()()
Partner 10.0 825 8,250
Director 15.5 725 11,238
Senior Manager 30.7 425 13,047
Manager 33.3 360 11,972
Senior Associate 15.7 239 3,751
Associate 3.8 200 760
Total 109.0 450 49,018
The pre..administration work undertaken by PwC and its advisers included the following:• consideration of the key practical issues to be addressed on entering administration;• planning the administration strategy;• obtaining and discussing legal advice in relation to the appointments;• meetings with key members of staff and directors regarding the administration strategy;• reviewing draft appointment documents and associated paperwork; and• planning work in relation to the administration appointment, incltiding internal compliance and
risk procedures and all necessary steps to be able to provide the statutory confirmation that theobjectives of the administration were reasonably likely to be achieved.
PwC and DLA’s work in preparing and planning for the administrators’ appointment made a significantcontribution to achieving the purpose of the administration as it facilitated the continuation of trade andmeant that we conld quickly take control of the Company’s sites by mobilising a ftllly briefed team.
The payment of unpaid pre-administration costs as an expense of the administration is subject to approvalin the same manner as the Administrators’ remuneration. As such, the Administrators’ require the consentof the secured and preferential creditors to draw these unpaid costs.
As noted at section 10, we issued our remuneration report to creditors on 24 June 2016 which includeddetails of our pre-administration costs. Approval for these costs to be paid as an expense of theadministration was provided by the secured and preferential creditors by 22 December 2016 and we willconsider paying these costs in due course.
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I.