company new look retailers limited · this document does not constitute or form any part of any...

LEGAL_EU # 21926027.19

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION. If you are in any doubt as to the action you should take, you are

recommended to seek your own independent financial advice from a stockbroker, bank

manager, solicitor, accountant or other financial adviser authorised under the Financial

Services and Markets Act 2000.

This document does not constitute or form any part of any offer or invitation to sell or issue,

or any solicitation of any offer to acquire any Shares or other transferable securities in New

Look Retailers Limited (the “Company”). Any reproduction of this document, in whole or

in part, and any disclosure of its contents, except to the extent such information is otherwise

publicly available, or use of any information it contains for any purpose other than

considering the resolutions is prohibited.

___________________________________________________________

NEW LOOK RETAILERS LIMITED

and

each of its CVA CREDITORS (as defined herein)

COMPANY VOLUNTARY ARRANGEMENT

(under Part I of the Insolvency Act 1986)

___________________________________________________________

This document has been prepared solely to inform creditors and the shareholder of the

Company of proposals for a company voluntary arrangement. Nothing in this Proposal

should be relied upon for any other purpose. Your attention is drawn to paragraphs 1 (The

Company, page iv), 2 (The financial position and trading performance of the Company, page

v), 3 (The Turnaround Measures, page vi), 5 (Objectives of the CVA, page viii), 6 (The key

terms of the CVA Proposal, page viii) and 7 (Recommendation to creditors and shareholders,

page 5) of Part I (Introduction) of this document. Such sections describe the background and

the desirability of the Proposal for creditors and the shareholder and recommending why

creditors and the shareholder should vote in favour of the Proposal.

The action required to be taken by you is set out in Part II (Action to be taken by CVA

Creditors and Shareholder). Formal notices of the Creditors’ Meeting and Shareholder’s

Meeting to approve the company voluntary arrangement and relevant Proxy Form(s) for

voting at these meetings, which are to be held at Grosvenor House Hotel, 86-90 Park Lane,

London, W1K 7TN at 2:30 p.m. on 21 March 2018 (in respect of the Creditors’ Meeting) and

at Grosvenor House Hotel, 86-90 Park Lane, London, W1K 7TN at 5:00 p.m. on 21 March

2018 (in respect of the Shareholder’s Meeting), are included within this Proposal. For

creditors, please complete and return the relevant Notice of Claim(s) sent to you with this

Proposal in accordance with the instructions set out in it.

Save as set out in this Proposal, the CVA will not seek to compromise the rights or

claims of Ordinary Unsecured Creditors, including, without limitation, employees,

customers or any other unsecured creditors. Further details are set out in Part V

(Terms of the Company Voluntary Arrangement), Clause 5 (The Effect Of The CVA on

Ordinary Unsecured Creditors, page 14).

A creditor who is a Compromised Landlord may not receive any benefit from the

Compromised Lease Fund pursuant to Clause 15 (The Compromised Lease Fund, page

07 Mar 2018

CR-2018-001883

LEGAL_EU # 21926027.19

35) of this CVA unless it files a Notice of Claim before the Claims Date. The Claims

Date is 21 September 2020.

Unsecured creditors (including Landlords) will receive a greater return on the amount

owed to them in the CVA than they would do under any of the other likely scenarios if

the CVA were to fail including if the Company were to enter administration (see further

detail on page xi). If the CVA is not approved and implemented then one of these other

scenarios is likely to occur and ultimately the Company may need to enter into

administration followed by winding-up or a pre-packaged administration.

The claim of a CVA Creditor who does not respond will not be taken into account for

the purposes of calculating the requisite majorities for the Proposal to be approved (as

set out in paragraphs 8 (Further points, page xi) and 3.1 (What is a CVA, page 2)). In

addition, the Proposal, if approved, is binding on all CVA Creditors, including those

CVA Creditors who did not vote or voted against the Proposal. Your vote on the

Proposal is therefore very important. Please take the time to consider the documents

that have been sent to you and take appropriate action, including the return of the

relevant Notice of Claim and Proxy Form.

Issue Date: 7 March 2018

LEGAL_EU # 21926027.19

CONTENTS

IMPORTANT NOTICE FROM THE DIRECTORS .......................................................... i

NOTICE FROM THE NOMINEES ................................................................................... iii

SUMMARY OF THE PROPOSAL ..................................................................................... iv

DOCUMENTS RECEIVED .............................................................................................. xiii

NEXT STEPS ....................................................................................................................... xiv

SECTION 1 – PROPOSAL .................................................................................................. xv

Key Dates and Expected Timetable of Key Events ............................................................ xv

PART I INTRODUCTION .................................................................................................... 1 1 Directors’ Proposal ....................................................................................................... 1 2 Definitions and Interpretation ....................................................................................... 1 3 What is a CVA? ............................................................................................................ 2

4 Why is a CVA required? ............................................................................................... 3 5 Proposed Duration of the CVA ..................................................................................... 4

6 Lease Categorisation ..................................................................................................... 4 7 Recommendation to creditors and shareholders ........................................................... 5

PART II ACTION TO BE TAKEN BY CVA CREDITORS AND

SHAREHOLDER ....................................................................................................... 7 1 Arrangements for voting at creditors’ meeting ............................................................. 7 2 Votes in relation to Inter-Company Debts .................................................................... 8

3 Votes in relation to Landlords....................................................................................... 8 4 Arrangements for voting at Shareholder’s Meeting...................................................... 9 5 Creditors and shareholders with queries ....................................................................... 9

PART III CORPORATE, STATUTORY AND FINANCIAL INFORMATION .......... 11 1 Corporate Information ................................................................................................ 11 2 Statutory and Financial Information ........................................................................... 11

PART IV TAX INFORMATION AND TAX DISCLAIMER .......................................... 12 1 Tax Information and Tax Disclosure .......................................................................... 12

SECTION 2 TERMS OF THE PROPOSAL ..................................................................... 13

PART V TERMS OF THE COMPANY VOLUNTARY ARRANGEMENT ................. 13 1 Definitions and Interpretation ..................................................................................... 13

2 Effectiveness of the CVA ........................................................................................... 13 3 Operation of the Company .......................................................................................... 13 4 Moratorium ................................................................................................................. 13 5 The Effect Of The CVA on Ordinary Unsecured Creditors ....................................... 14 6 The Effect of the CVA on Employees ........................................................................ 16

7 The Effect of the CVA on Guaranteed Leases ............................................................ 16 8 The Effect of the CVA on Secured Creditors and Preferential Creditors ................... 16

9 The Effect of the CVA On Category A Landlords ..................................................... 16 10 The Effect of the CVA On Category B Landlords ..................................................... 18

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11 Category B Landlords: Post-Rent Concession Period Rent ....................................... 26 12 The Effect of the CVA on Category C Landlords ...................................................... 27 13 Rent Concession Agreement ....................................................................................... 33 14 The Compromised Contingent Property Creditors’ CVA Claims .............................. 34

15 The Compromised Lease Fund ................................................................................... 35 16 Compromised Landlords: Notice and Acceptance of Claim ...................................... 36 17 Disputed Claims .......................................................................................................... 37 18 Unclaimed Payments .................................................................................................. 38 19 Miscellaneous Payment Provisions............................................................................. 38

20 Assets .......................................................................................................................... 39 21 Full And Final Settlement ........................................................................................... 39 22 Currency of Payment .................................................................................................. 39

23 Powers And Intentions of the Supervisors .................................................................. 40 24 The Supervisors’ Remuneration ................................................................................. 42 25 No Creditors’ Committee ............................................................................................ 42 26 No Warranties or Representation ................................................................................ 42 27 Vacancy In Office of Supervisors ............................................................................... 42

28 Variation ..................................................................................................................... 42 29 Material Variation of the CVA ................................................................................... 43 30 Set-off ......................................................................................................................... 44

31 Assignments ................................................................................................................ 44 32 Completion or termination of the CVA ...................................................................... 44 33 Notices ........................................................................................................................ 45

34 No Personal Liability .................................................................................................. 46

35 Governing Law and Jurisdiction ................................................................................. 46 36 EU Regulation on Insolvency Proceedings................................................................. 46

Schedule 1 Definitions and Interpretation .......................................................................... 48

Schedule 2 Calculation of Landlords’ Claims .................................................................... 60

Schedule 3 Corporate Information...................................................................................... 63

Schedule 4 Statutory and Financial Information ............................................................... 64

Schedule 5 List of Category A Leases ................................................................................. 67

Schedule 6 List of Category B1 Leases ............................................................................... 75



Schedule 9 List of Category C Leases ................................................................................. 97

Schedule 10 Estimated Outcome Statement ..................................................................... 102

Schedule 11 Supervisors’ and Legal Advisors’ Details and Addresses for Notices ...... 105

Schedule 12 List of Guarantees ......................................................................................... 106

Schedule 13 Deloitte LLP Fee Estimate ............................................................................ 112

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Schedule 14 List of Securities............................................................................................. 114

Schedule 15 Notices of Meetings ........................................................................................ 115

Schedule 16 Forms of Proxy............................................................................................... 122

Schedule 17 Notice of Claim............................................................................................... 125

Schedule 18 Notice of Effectiveness ................................................................................... 128

Schedule 19 Notice of Termination ................................................................................... 129

Schedule 20 Notice of Completion ..................................................................................... 130

Schedule 21 Summary Statement of Affairs as at 20 January 2018............................... 131

Schedule 22 Notice to Vacate ............................................................................................. 134

Schedule 23 Forms of Surrender ....................................................................................... 135

Schedule 24 Shareholder Details ....................................................................................... 154

Schedule 25 List of CVA Creditors ................................................................................... 155

LEGAL_EU # 21926027.19

i

IMPORTANT NOTICE FROM THE DIRECTORS

This Proposal has been prepared by the Directors of the Company pursuant to Part I of the

Insolvency Act solely to inform creditors and the shareholder of the Company of proposals

for a company voluntary arrangement of the Company. Nothing in this Proposal should be

relied upon for any other purpose including in connection with any investment decision in

relation to the debt, securities or any other financial interest of any company in the Group,

including for the avoidance of doubt, any decision to buy or sell or not to buy or sell any debt,

securities or other financial interest. Any parties making such investment decisions should

rely on their own enquiries prior to making such decisions.

Creditors and the shareholder should review this Proposal in detail. The contents of

this document are not to be construed as legal, business or tax advice. If you are in any

doubt as to the action you should take in connection with the Proposal, or the tax or

other consequences of the proposed CVA for you, you should contact your legal,

financial, tax or other professional advisers.

Section 1 (Proposal), Part I (Introduction) to IV (Tax Information and Tax Disclaimer) of

this Proposal set out a general description of the Proposal and provide a brief summary of the

terms of this Proposal. The binding terms of the Proposal are set out in Section 2 (Terms of

the Proposal, page 13).

It is possible that the CVA may not be approved by the requisite majorities of creditors of the

Company. The Directors make no representation or warranty and give no undertaking that

the CVA in the form described in this Proposal will be implemented within the timescale

outlined in this Proposal or at all or that the proposed CVA will not be amended, revoked or

suspended.

Nothing in this Proposal may be taken as an admission of any fact or matter relating to the

Company or relied upon in any litigation involving the Company or constitutes any

admission on the part of the Company with respect to any asset to which it may be entitled or

with respect to any claim by or against it.

This Proposal contains certain statements and statistics that are or may be forward-looking.

The accuracy and completeness of such statements is not warranted or guaranteed. These

statements typically contain words such as “intends”, “expects”, “anticipates”, “estimates”

and words of similar import. By their nature, forward-looking statements involve risk and

uncertainty because they relate to events and depend on circumstances that will occur in the

future. Although the Directors believe the expectations reflected in such statements are

reasonable, no assurance can be given that such expectations will prove correct.

Without limiting the generality of the immediately preceding paragraph, all statements

contained in this Proposal in relation to estimated outcomes for creditors, whether as a

consequence of the Proposal being approved or otherwise, are illustrative only. As they are

based on assumptions that necessarily involve a subjective analysis of the matters referred to

in this Proposal, they cannot be relied upon as guidance as to the actual outcomes for

creditors.

Unless otherwise indicated, the statements contained in this Proposal are made as at 7 March

2018, being the latest practicable time before publication, and reflect the circumstances and

the information of which the Directors were aware at that time.

LEGAL_EU # 21926027.19

ii

Deloitte LLP and CBRE have each given and not withdrawn their written consent to the

inclusion in this document of references to the advice that they have provided to the

Company and references to their names in the form and context in which it appears herein.

None of the Directors have authorised any person to make any representations concerning the

CVA which are inconsistent with the statements contained herein, and if such representations

are made, they may not be relied upon as having been so authorised.

LEGAL_EU # 21926027.19

iii

NOTICE FROM THE NOMINEES

The Nominees in relation to the CVA are Daniel Butters and Neville Kahn of Deloitte LLP,

of 66 Shoe Lane, London, PO Box 810, EC4A 3WA.

In accordance with section 2 of the Insolvency Act, the Nominees have reviewed the

Proposal and reported to the Court that, in their opinion:

(a) the Proposal has a reasonable prospect of being approved and implemented;

(b) meetings of the Company and of its creditors should be summoned to consider

the Proposal;

(c) the requirements to call a physical meeting (as opposed to a meeting by other

means, e.g. virtual meeting) between the Company and its creditors have been

met. In accordance with section 246ZE(3) of the Insolvency Act, a physical

meeting of the Company’s creditors can only be summoned if requested by 10%

(ten per cent) in value of the creditors of the Company, 10% (ten per cent) in

number of the creditors of the Company, or 10 creditors;

(d) the meeting of the creditors of the Company to consider the Proposal should

be held at 2:30 p.m. on 21 March 2018 at Grosvenor House Hotel, 86-90 Park

Lane, London, W1K 7TN; and

(e) the meeting of the shareholder of the Company to consider the Proposal

should be held at 5:00 p.m. on 21 March 2018 at Grosvenor House Hotel, 86-

90 Park Lane, London, W1K 7TN.

The Nominees are unable to warrant or represent the accuracy or completeness of any

information contained within this document, or any information provided by any third party.

The Nominees have not authorised any person to make any representations concerning the

CVA, and if such representations are made, they may not be relied upon as having been so

authorised.

LEGAL_EU # 21926027.19

iv

SUMMARY OF THE PROPOSAL

The following summary of the Proposal should be read as an introduction to this document

only. Any decision as to how to vote should be based on consideration of this document as a

whole and not just this summary.

Creditors and the shareholder of the Company have been sent a notice in relation to the

proposed CVA for the Company.

1. The Company

1.1 The Group is an established fast fashion, multichannel retailer operating in the value

segment of the clothing and footwear market. Operations are located predominantly in

the UK but the Group has a significant presence in international markets. The

Company, which is a company within section 1 (4) of the Insolvency Act 1986 (as a

company registered under the Companies Act 2006 and its predecessors as within

section 1 (1) Companies Act 2006) has its main operations and store locations in

England and Wales, which together with other trading store locations in Scotland and

Northern Ireland make up the UK group of operations. The Company is the operating

business through which the Group carries on its operations in the United Kingdom.

The Company represented 87.5% of the Group’s consolidated sales and contributed a

profit of £10.8m to the Group’s £5.1m consolidated underlying operating loss in the

39 weeks ended 23 December 2017. Accordingly, the Group’s economic performance

is to a very significant extent dependent on the contribution of the Company. The

parent company of the Group is New Look Retail Group Limited which is privately

owned.

1.2 The Company is one of the largest operators of high street stores in the United

Kingdom and is the tenant of 606 stores (and three (3) distribution centres) with a

broad geographical coverage and a total trading space in excess of 4 million square

feet and all of these stores together with its other operational properties are leased

from landlords.

1.3 The Group has substantial levels of debt. The Company has its present liabilities as

tenant of the 606 stores and three (3) distribution centres, and the Company is also a

guarantor of finance and other liabilities of other companies in the Group, which

guarantee is secured over assets of the Company by the fixed and floating charge

debenture as further decribed in Schedule 14 (List of Securities). In addition, the

Company is a guarantor under certain Leases as further described in Schedule 12 (List

of Guarantees).

1.4 In light of substantial difficulties currently facing the business, the Company is

undergoing a number of cost saving initiatives and other measures to return it to its

previously proven and successful operating model. The most significant fixed cost the

Company faces is the rental and other occupational costs associated with renting its

LEGAL_EU # 21926027.19

v

large store portfolio. The portfolio is significantly over-rented compared to

comparable market rates. As a result, the current rental payments are unsustainable

and need to be addressed in order to help ensure the solvency of the Group in the

medium to long term.

2. The financial position and trading performance of the Company

2.1 As noted in 1.1 above, the Group’s performance is to a very significant extent reliant

on the performance of the UK business. In the 39 weeks to 23 December 2017, the

Group’s revenue had declined by 6.3% (£71.5m) to £1.07bn year on year, whilst

operating profit was down £156.3m, from a profit of £99.4m to a loss of £56.9m. This

has been the result both of general market conditions and specific issues affecting the

Company.

2.2 The retail trading environment in the United Kingdom is extremely challenging due to

a combination of factors, including macro-economic conditions, a decline in

consumer confidence, the implications of Brexit, the increase in business rates having

adverse effect on occupancy costs and increasing competition from online retailers.

As the Company’s business is targeted at consumers with a focus on value for money,

the Company has been particularly impacted by these macroeconomic and industry-

specific headwinds, which had an adverse impact on trading performance and

financial position of the business.

2.3 In addition, the recent performance of the Company has also been adversely affected

by a shift in the commercial strategy. Not only did the Group shift focus from its

proven, traditional customer to a “younger” and “edgier” profile, but it also over-

committed to stock ahead of the season. As a result the Group lost the flexibility to

trade into trends and left itself exposed when a trend failed to materialise and was

over-committed to product for the wrong customer. This high volume of inventory

requires significant discounting in order to sell through, to enable the Company to

start the new financial year, and launch Spring Summer, with a clean stock position.

2.4 A significant fixed cost to the Company is the rent payable to Landlords under the

leases of premises from which it operates in the United Kingdom. The store portfolio

is significantly over-rented, according to a market analysis performed for the

Company by CBRE, and a number of the stores are loss making at an operational

level with a total annual rental bill of c.£147m which has become unsustainable. The

CVA gives the Company the ability to rationalise the store portfolio by exiting

unprofitable stores, and securing rent reductions where stores are over-rented or can

be made viable with a rent reduction.

2.5 Absent the CVA and the implementation of other turnaround initiatives, the Directors

believe that the negative trends affecting the performance of the Company will

continue. The Group forecasts that without the CVA it will not generate sufficient

cash to meet its future debt service obligations and capital investment funding. That is

not a sustainable position. Any continued deterioration in the Company’s performance

will put at risk the overall financial stability of the Group and sustainability of the

business.

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vi

3. The Turnaround Measures

3.1 In order to turn the business around, the Group has recently made changes to its senior

management team with the return of Alistair McGeorge, who was appointed as

Executive Chairman on 6 November 2017. Furthermore, Tom Singh has taken a more

active role in the business since September 2017. Mr Singh and Mr McGeorge (the

“New Management”) previously led a successful operational turnaround of the

Company’s performance between 2011 and 2013. In addition to this, Mark Axon,

previously Retail Operations Director between 2012 and 2014, returned as Retail

Director, looking after the UK and the Republic of Ireland on 19 February 2018.

3.2 The Group has already undertaken a number of measures to stabilise and restore the

business such as:

(a) store consultation which led to 400 redundancies at middle management level;

(b) reducing staff discount; and

(c) cancellation of headquarters’ move to Kings Cross.

3.3 Further, the New Management team, alongside the remaining operating and strategy

directors, has reviewed the business and operations of the Company and identified a

number of areas where significant action (the “Turnaround Measures”) should be

taken to improve the operational and financial performance of the Company. The

foundation of the Turnaround Measures are:

(a) operating with a lower cost base, with savings identified mainly across

marketing costs, inventory management, IT infrastructure and the retail estate,

including the CVA, that will allow the Company to realign rental costs to

market levels and rationalise the store portfolio; and

(b) a review of the Company’s operating model, aimed at returning to the proven

broad appeal product, delivering better value for the Group’s core customers,

operating a cohesive omnichannel model and fundamentally re-aligning the

supply chain.

3.4 All of the Turnaround Measures are intended to have a direct, positive and material

impact on the performance, profitability, working capital and liquidity position of the

Company and are designed to deliver long term stability to the Company and, in turn,

to the Group. However, on a stand-alone basis no single measure has the ability to

stabilise the business and create financial stability in the medium term. The various

actions should be considered and implemented together as part of a comprehensive

strategy to address the current situation of the Company, with the CVA being one of

its fundamental components. Taken as a whole, the Directors believe that the

Turnaround Measures represent the best prospect of restoring the Company’s

performance and profitability to a level where the Group is able to meet its payment

obligations.

LEGAL_EU # 21926027.19

vii

4. Why is a CVA required?

4.1 The CVA is required to re-base the property portfolio of the Company to market rents

so as to provide a stable platform against which the other identified Turnaround

Measures mentioned above can be implemented. It will allow the Company to exit

loss making and non strategic stores. If the CVA or the other Turnaround Measures

are not successfully delivered in the anticipated timeframe, then the Group may cease

to be financially viable.

4.2 As is normal for a business with seasonal working capital requirements, the

Company’s liquidity needs vary during the year. Based on Company’s current

forecast liquidity, absent implementation of the CVA and the other identified

Turnaround Measures, the Company could face a significant squeeze in liquidity in

March 2018, November 2018 and March 2019. This forecast is dependent on a

number of factors affecting both trading performance and liquidity, such as:

(a) sales trends – a continuing tough trading environment will impact on the

Company’s ability to reverse current negative sales trends. This in turn is

likely to generate further working capital outflows and therefore create further

liquidity pressure on the Company;

(b) supplier support – should credit terms from suppliers tighten further this will

have a negative impact on the Company’s working capital;

(c) credit insurance – the recent loss of credit insurance will require the

utilisation of trading facilities for a total of £60m to support suppliers, of

which £35m has been incurred to date, and any further reductions in credit

insurance will likely require funding;

(d) operating banks – the Group has £100m of uncommitted facilities (in the

process of being imminently committed). However, should these facilities be

withdrawn, it is likely to create a short-term liquidity need and consequently

significantly impact the Company’s ability to service its current levels of

indebtedness; and

(e) other suppliers – any loss of support from critical service suppliers, such as

energy suppliers and credit card providers, may further damage trading

performance, business confidence and the liquidity position.

4.3 In the event the Group is not financially viable, then given its significant level of

secured indebtedness, and the importance of the operations and assets of the Company

to the Group taken as a whole, it is highly likely that the Company would enter into

administration followed by a winding-up of its operations or a pre-packaged

administration. In either scenario, the unsecured creditors of the Company, including

the Landlords, could expect to recover significantly less value for their claims, which

otherwise the Company would anticipate would be paid if the CVA and the other

Turnaround Measures are successful.

4.4 Accordingly, implementing the CVA and the other Turnaround Measures is critical to

ensuring the long term survival and sustainability of the Company and to protect the

LEGAL_EU # 21926027.19

viii

interests of its creditors, employees, customers and all other stakeholders including

the Landlords.

5. Objectives of the CVA

5.1 The overall objective of the CVA is to lower the fixed cost base of the Company,

reducing current lease cost of over-rented stores to market levels ensuring that the

store portfolio is viable and the Company can avoid entering into administration

followed by winding-up or pre-packaged administration and sale. This will be done

through a combination of:

(a) achieving rent reductions across a group of stores that are not viable at current

rent levels;

(b) exiting a group of stores that cannot be made viable even with a rent

reduction; and

(c) moving the portfolio to monthly rents (including turnover rent on a pro rata

basis), service charges and insurance (rather than quarterly), to improve the

Company’s working capital requirements.

5.2 The Directors believe that if they are able to address the leasehold costs by

rationalising the store portfolio, exiting unprofitable stores and securing rent

reductions where stores are over rented, then the Company can make significant

progress in managing/reducing/rationalising its operating cost base which, together

with the other Turnaround Measures, will enable the Company to create a stable

platform to improve long term profitability and restore business growth.

6. The key terms of the CVA proposal

6.1 The Directors have carried out an assessment of the Company’s property portfolio and

identified:

(a) stores that are currently viable or otherwise strategically important. The CVA

will not change any of the terms of the leases of these stores apart from

moving to monthly rents;

(b) stores where the rents are above market or not commensurate with the level of

profit generated and which could become viable if an appropriate rent

reduction is agreed with landlords. The CVA will reduce the rents under the

leases of these stores by an appropriate amount; and

(c) stores which are not economically viable. The CVA will grant the Company

the right to exit the lease of the relevant store.

All rents under all leases will become monthly rents.

In the case of leases where there is a reduction in rent or the CVA grants the

Company a right to exit the relevant lease, the CVA will grant the relevant landlord

the ability to terminate the tenancy agreement (subject to a 60 days’ notice period),

should the landlord wish to re-let the relevant property on the open market.

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ix

The CVA has a duration of three (3) years.

6.2 This results in 5 categories of Leases whose terms under the CVA proposal are

summarised in the table below:

CVA term Category A Category B1 Category B2 Category B3 Category C

Rent payment cycle Move to

monthly

Move to

monthly

Move to

monthly

Move to

monthly

Move to

monthly

Rent reduction No 20% 40% 60% 60% for 6

months and

thereafter 100%

Rent level at end of

CVA

As under the

existing terms

Higher of

Market Rent

or 80% of

contractual

rent

Higher of

Market Rent

or 60% of

contractual

rent

Higher of

Market Rent

or 40% of

contractual

rent

n/a

Termination right —

landlord

No Yes – on any

date falling

prior to the

date 6 calendar

months after

the Effective

Date by giving

not less than

60 days’ prior

notice

Yes – on any

date falling

prior to the

date 6

calendar

months after

the Effective

Date by

giving not less

than 60 days’

prior notice

Yes – on any

date falling

prior to the

date 6

calendar

months after

the Effective

Date by

giving not

less than 60

days’ prior

notice

Yes – 60 days’

notice

Termination right —

company

No Yes – on only

the 2nd or 3rd

anniversary of

the Effective

Date by giving

not less than 3

months’ prior

notice

Yes – on any

date falling

after the date

18 months

after the

Effective Date

by giving not

less than 3

months’ prior

notice

Yes –

60 days’

notice to

expire at any

time after first

anniversary of

Effective Date

Yes – 60 days’

notice to expire

at any time after

the first 180

days from the

Effective Date

Dilapidations No change Company will

pay 5% of

contractual

rent in lieu of

all

dilapidations

liability

Company will

pay 5% of

contractual

rent in lieu of

all

dilapidations

liability

Company will

pay 5% of

contractual

rent in lieu of

all

dilapidations

liability

Company will

pay 5% of

contractual rent

in lieu of all

dilapidations

liability

6.3 Landlords shall fully compromise all Liabilities owed to them by the Company or any

Group Company as guarantor of the Liabilities of the Company as a Contingent

Property Creditor in respect of any Category B Lease or Category C Lease.

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x

6.4 The Company shall fully compromise all its Liabilities arising by virtue of the

Company having occupied under or entered into any Lease of premises at any time in

the past.

6.5 The CVA will not seek to compromise the claims of any other creditors, including,

without limitation, employees, customers, trade suppliers and any other unsecured

creditors. In particular, in order to achieve the Turnaround Measures the Company

will need to retain the support of trade and other business suppliers whose continued

willingness to work with the Company is critical. The Company has therefore

concluded that it would not be in the best interests of the Company and its creditors

generally to seek to compromise trade and other unsecured creditors.

6.6 The Company has received all necessary consents from third party secured creditors

to proceed with the CVA.

6.7 The Company’s advisors have approached a number of landlords and the

representatives of the British Property Federation to obtain their views on the terms of

the CVA, which feedback to date have been constructive and encouraging. None of

them have indicated any objections to the CVA. Further, CBRE has been advising the

Company on appropriate pricing for market rents for the compromised properties in

today’s market, and accordingly the Company has received expert valuation advice on

the property portfolio, and the CVA Proposal is the result of that advice.

6.8 The Company’s legal advisors have reviewed all of the Company’s material contracts

and the Company has been advised that there are no defaults having a material

consequence which will occur by reason of the CVA. The Directors are of the view

that the CVA will not result in a material disruption to the business or operations of

the Company or the Group taken as a whole.

6.9 Further details are set out in Clause 5 (The Effect Of The CVA on Ordinary Unsecured

Creditors), of Part V (Terms of the Company Voluntary Arrangement).

7. Compromised Lease Fund

7.1 To allow Compromised Landlords to share in the upside of the Company achieving its

turnaround, a Compromised Lease Fund mechanism is proposed. The Company will

pay £600,000 to the Compromised Lease Fund no later than the date falling thirty-

four (34) months from the Effective Date.

7.2 Further details of the Compromised Lease Fund are set out in clause 15 (The

Compromised Lease Fund) and Part V (Terms of the Company Voluntary

Arrangement).

7.3 It is expected that by the third anniversary of the Effective Date of the CVA, the

Supervisors will distribute the Compromised Lease Fund to the relevant

Compromised Landlords.

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xi

8. Further points

8.1 Throughout the CVA process, the Company shall continue trading under the control

of the Directors, operating as a going concern. The Company is not in, and will not

be in, administration as a result of commencing the CVA process.

8.2 To become effective, the CVA Proposal must be voted in favour of by 75% (seventy-

five per cent) or more (in value) of those creditors responding. However, the CVA

Proposal will not be approved if more than 50% (fifty per cent) of the total value of

the unconnected creditors vote against it.

8.3 A company voluntary arrangement also requires the approval of more than 50% (fifty

per cent) in value of the company’s shareholders present in person or by proxy and

voting at a meeting on the resolution to approve the company voluntary arrangement.

However, in accordance with section 4A(2) of the Insolvency Act, if the outcome of

the meeting of shareholders differs from the decision taken by the company’s

creditors, the decision of the creditors will prevail, subject to the right of any

shareholder to apply to the Court to challenge the approval of the company voluntary

arrangement.

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xii

The CVA, if approved on 21 March 2018 at the Creditors’ Meeting and Shareholder’s

Meeting, will become effective as soon as it is so approved.

If the CVA is not approved at the relevant meetings, or is otherwise not implemented,

there are a range of possible scenarios that may follow in due course, including that the

Company will no longer be able to trade as a going concern, which could result in the

appointment of administrators.

Your attention is drawn to the Estimated Outcome Statement at Schedule 10 (Estimated

Outcome Statement) to the CVA, at page 102. In particular, the table below summarises

the estimated minimum return for each category of Landlords under the terms of the

CVA in comparison to an administration followed by winding-up or a pre-packaged

administration:

Estimated

minimum

return for*:

CVA Pre Packaged

administration

Administration

followed by

winding-up

Category A

landlords

N/A - Retained in

full

N/A - Retained in

full

12.55 p/£

Category B1

landlords

76.7 p/£ 0.09 p/£ 12.07 p/£

Category B2

landlords

41.1 p/£ 0.09 p/£ 6.85 p/£

Category B3

landlords

18.3 p/£ 0.09 p/£ 6.09 p/£

Category C

landlords

10.9 p/£ 0.09 p/£ 3.73 p/£

*The minimum return to landlords in the CVA does not include the rates which would be paid

by the Company during the period of occupation which, in the alternative scenarios to the

CVA, would otherwise be borne by the landlords until a replacement tenant has been found.

As such, the CVA represents a materially better outcome for the Company’s unsecured

creditors (including Landlords), than any of the likely alternative outcomes should the

CVA fail.

The claim of a CVA Creditor who does not respond will not be taken into account for

the purposes of calculating the requisite majorities for the Proposal to be approved (as

set out in paragraphs 8 (Further points, page xi) and 3.1 (What is a CVA, page 2)). In

addition, the Proposal, if approved, is binding on all CVA Creditors, including those

CVA Creditors who did not vote or voted against the Proposal. Your vote on the

Proposal is therefore very important. Please take the time to consider the documents

that have been sent to you and take appropriate action, including the return of the

relevant Proxy Form.

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xiii

DOCUMENTS RECEIVED

You will have received a letter from the Nominees. The following documents have been

made available to you on the website indicated in that letter (the “Website”):

1. a Notice of Claim;

2. a Proxy Form made for use at the Meeting;

3. this Proposal, including a Notice of Meeting (which appears in Schedule 15

(Notices of Meetings)) and a Summary Statement of Affairs in respect of the

Company (which appears in Schedule 21 (Summary Statement of Affairs as at 20

January 2018)); and

4. the Nominees’ comments on the Proposal.

The Proxy Form for use at the Creditors’ Meeting appears in Part 1 (Creditors' Proxy) of

Schedule 16 (Forms of Proxy) and the Proxy Form for use at the Shareholder’s Meeting

appears in Part 2 (Shareholder's Proxy) of Schedule 16 (Forms of Proxy).

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xiv

NEXT STEPS

If you are a creditor of the Company and plan to attend the Creditors’ Meeting, please

complete and submit your Notice of Claim and Proxy Form* to Deloitte LLP by no later

than midday on 20 March 2018. This can be done in the following ways in descending

order of ease and preference:

1. By printing the forms, completing, scanning and emailing to:

[email protected].

2. By printing the forms and posting to:

Four Brindleyplace, Birmingham B1 2HZ – FAO Holly Savage.

3. By printing the forms and sending by fax to:

+44 (0) 121 695 5555 - FAO Holly Savage

* Persons wishing to vote at the meeting may instead bring their Notice of Claims and Proxy

Form with them to the meeting.

If you are a creditor of the Company and are unable or do not wish to attend the Creditors’

Meeting, please complete and submit both your Notice of Claim and your signed Proxy

Form(s) to Deloitte LLP, via the methods outlined in 1 to 3 above by no later than midday

on 20 March 2018.

You have the option to appoint the Chairman of the Creditors’ Meeting as the Proxy. If

you choose to appoint the Chairman of the meeting to be your proxy, the Proxy Form

must specifically direct the chairman to vote either for, or alternatively against, the

relevant proposal. Failure to give a specific direction to the Chairman will result in the

Proxy Form being invalid and the person claiming to be a CVA Creditor not being

entitled to vote at the meeting.

WHERE TO FIND HELP

Details of how to vote at the meetings and how to make a claim for payments are contained in

Part II (Action to be taken by CVA Creditors and Shareholder) and Part V (Terms of the

Company Voluntary Arrangement) of this Proposal. In addition, a help line has been set up to

assist with guidance on completing the necessary documents for the Meetings. Please contact

Deloitte LLP on +44 (0) 121 696 8838.

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xv

SECTION 1 – PROPOSAL

Key Dates and Expected Timetable of Key Events

EVENT DATE

Launch date 7 March 2018

Dispatch of CVA documents, Proxy Forms and notices of meetings

to the CVA Creditors and Shareholder

7 March 2018

Latest date for return of Proxy Forms and Notice of Claim for the

purpose of voting at the Creditors’ Meeting and Shareholder’s

Meeting

20 March 2018

Date of Creditors’ Meeting and Shareholder’s Meeting 21 March 2018

Date the CVA becomes effective if approved at the Creditors’

Meeting and Shareholder’s Meeting (Effective Date)

21 March 2018

Anticipated date for chairman of Creditors’ Meeting and

Shareholder’s Meeting to file a report with the Court under

section 4(6) of the Insolvency Act

22 March 2018

End of the Challenge Period 19 April 2018

Latest date for submission of a Notice of Claim by a Compromised

Landlord in order to benefit from the Compromised Lease Fund

21 September 2020

Trigger Date for payment from the Compromised Lease Fund 21 January 2021

Anticipated Completion Date (this date may be earlier depending

on the circumstances at the relevant time)

21 March 2021

All references in this document are to London times unless otherwise stated.

The dates given are based on current expectations and may be subject to change. If any of

the expected dates change, the Company will give adequate notice of the change to the CVA

Creditors.

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1

PART I

INTRODUCTION

1 Directors’ Proposal

1.1 Alistair McGeorge, Richard Collyer and Roger Wightman, the directors of the

Company (the “Directors”), propose that the Company enters into a company

voluntary arrangement pursuant to Part I of the Insolvency Act.

1.2 The principal objective of the Proposal is to improve the operating cost base, the

working capital and liquidity position of the Company with a view to achieving a

more sustainable business platform, to restore growth and profitability in the medium

to long term.

1.3 If the CVA is not approved, then there are a range of possible outcomes but increased

pressure on the business means that administration is the likely alternative in which

case the returns for creditors will be substantially reduced.

1.4 The main objectives of the proposed CVA are set out in the section headed “Summary

of the Proposal”, which starts at page iv of this Proposal.

1.5 The Nominees in relation to the CVA are Daniel Butters and Neville Kahn of Deloitte

LLP of 66 Shoe Lane, London, PO Box 810, EC4A 3WA.

1.6 The purpose of this document is to provide you with information about the

background to and reasons for the Company’s proposed entry into a company

voluntary arrangement pursuant to Part I of the Insolvency Act, including information

about the terms of the arrangement, and to explain why the Directors consider the

arrangement to be desirable for creditors and in the best interests of the Company and

its shareholder.

2 Definitions and Interpretation

2.1 Expressions defined in Part 1 of Schedule 1 (Definitions and Interpretation) which are

used in the terms of the CVA shall have the meanings specified in Part 1 of Schedule

1 (Definitions and Interpretation) unless the context otherwise requires and the

provisions of Part 2 of Schedule 1 (Definitions and Interpretation) shall apply as if set

out in full in this Paragraph 2.1.

2.2 Section 1, (Part I to IV) of this Proposal sets out a general description of the Proposal

and provides a brief summary of the binding terms of this Proposal.

2.3 The binding terms of this Proposal are set out in Part V (Terms of the Company

Voluntary Arrangement).

2.4 Unless otherwise stated, references to:

(a) Paragraphs are references to paragraphs in Part I (Introduction) to Part IV (Tax

Information and Tax Disclosure) and to paragraphs in each of the Schedules;

and

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2

(b) Clause numbers are to Clauses in Part V (Terms of the Company Voluntary

Arrangement).

3 What is a CVA?

3.1 A company voluntary arrangement is a procedure under Part I of the Insolvency Act,

which allows a company to come to an arrangement with its creditors over the

payment of its debts. To become effective, the CVA Proposal must be voted in

favour of by 75% (seventy-five per cent) or more (in value) of those creditors

responding. However, the CVA Proposal will not be approved if more than 50%

(fifty per cent) of the total value of the unconnected creditors vote against it.

3.2 The procedure by which the creditors make their decision on the company voluntary

arrangement is prescribed by section 246ZE of the Insolvency Act and Rule 15.3 of

the Insolvency Rules (the “Decision Procedure”).

3.3 If a company voluntary arrangement is validly approved, it binds all of the company’s

creditors who were entitled to vote in the qualifying Decision Procedure by which the

creditors’ decision to approve the voluntary arrangement was made (whether or not

they so voted) or would have been so entitled had they received notice of it.

3.4 A company voluntary arrangement also requires the approval of more than 50% (fifty

per cent) in value of the company’s shareholders present in person or by proxy-and

voting at a meeting on the resolution to approve the company voluntary arrangement.

However, in accordance with section 4A(2) of the Insolvency Act, if the outcome of

the meeting of shareholders differs from the decision taken by the company’s

creditors, the decision of the creditors will prevail, subject to the right of any

shareholder to apply to the Court to challenge the approval of the company voluntary

arrangement.

3.5 Creditors who are based in the European Union (including the U.K.) should note that

by virtue of the EU Regulation on Insolvency Proceedings, the courts of the European

Union Member States (other than Denmark) are obliged to recognise a company

voluntary arrangement for a company which is determined to have its centre of main

interests in the U.K.

3.6 Any person entitled to vote at either the meeting of the company or the qualifying

Decision Procedure in which the company’s creditors decide whether to approve the

voluntary arrangement (in this case, the Creditors’ Meeting) may apply to Court on

one or both of the following grounds:

(a) that a company voluntary arrangement unfairly prejudices the interests of a

creditor, shareholder or contributory; or

(b) that there has been some material irregularity at or in relation to the meeting of

the company or the qualifying Decision Procedure in which the company’s

creditors decide whether to approve the voluntary arrangement (in this case,

the Creditors’ Meeting).

3.7 Any such application must be made by a creditor within twenty-eight (28) days of the

person who sought the creditors’ decision reporting the result of the Meetings to

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3

Court, or, if the creditor was not given notice of the relevant Decision Procedure (in

this case, the Creditors’ Meeting), such application must be made within twenty-eight

(28) days of the creditor becoming aware that the relevant Decision Procedure (in this

case, the Creditors’ Meeting) had taken place.

4 Why is a CVA required?

4.1 The CVA is required to re-base the property portfolio of the Company to market rents

so as to provide a stable platform against which the identified Turnaround Measures

can be implemented. It will allow the Company to exit loss making and non strategic

stores. If the CVA or the other Turnaround Measures are not successfully delivered in

the anticipated timeframe, then the Group will not be able to sustain itself financially

and will in due course cease to be financially viable. In the event the Group is not

financially viable, then given its significant level of secured indebtedness, it is highly

likely that the Company would enter into administration.

4.2 As is normal for a business with seasonal working capital requirements, the

Company’s liquidity needs vary during the year. Based on Company’s current

forecast liquidity, absent implementation of the CVA and the other identified

Turnaround Measures, the Company could face a significant squeeze in liquidity in

March 2018, November 2018 and March 2019. This forecast is dependent on a

number of factors affecting both trading performance and liquidity, such as:

(a) sales trends – a continuing tough trading environment will impact on the

Company’s ability to reverse current negative sales trends. This in turn is

likely to generate further working capital outflows and therefore create further

liquidity pressure on the Company;

(b) supplier support – should credit terms from suppliers tighten further this will

have a negative impact on the Company’s working capital;

(c) credit insurance – the recent loss of credit insurance will require the

utilisation of trading facilities for a total of £60m to support suppliers, of

which £35m has been incurred to date, and any further reductions in credit

insurance will likely require funding;

(d) operating banks – the Group has £100m of uncommitted facilities (in the

process of being imminently committed). However, should these facilities be

withdrawn, it is likely to create a short-term liquidity need and consequently

significantly impact the Company’s ability to service its current levels of

indebtedness; and

(e) other suppliers – any loss of support from critical service suppliers, such as

energy suppliers and credit card providers, may further damage trading

performance, business confidence and the liquidity position.

4.3 The Estimated Outcome Statement in respect of the Company for a range of likely

scenarios can be found at Schedule 10 (Estimated Outcome Statement). This

statement indicates that the return to creditors generally would be significantly lower

if the Company is placed into administration (or liquidation) or pre-packaged

administration than if the CVA is approved.

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4

4.4 In an administration of the Company, without funding to support ongoing trading, it is

likely that trading would cease after a limited period and premises be vacated without

any payments of rent being made. It is further likely that if the Company were to go

into liquidation that the leases would be disclaimed. In either scenario, the

Compromised Landlords’ property would be likely to remain empty. Therefore, given

that administration or liquidation are, in fact, the likely alternatives, bearing in mind

the present rent levels being demanded in respect of premises that are over-rented, and

that as regards the present portfolio, the Compromised Landlords will receive more in

the CVA, even after amendment of rents, than they would probably receive in an

insolvency (whether administration or liquidation) the Company would expect that an

objective Compromised Landlord would ordinarily vote in favour of the CVA.

4.5 In light of the expert surveying advice undertaken by CBRE on the Company’s behalf

the proposals to re-base rents on the proposed compromised properties are appropriate

as it would bring the respective rents on these properties back to appropriate market

values in today’s market. However, should any landlord disagree with this analysis,

the terms of the CVA allow landlords to walk away, take back their premises and re-

rent such properties to another tenant in today’s market at what the Company and its

expert surveying advice considers over-priced rental.

5 Proposed Duration of the CVA

5.1 The rent reductions under the CVA will continue for three (3) years from the

Effective Date.

5.2 At the end of the CVA:

(a) in the case of Category B Leases, the rent payable following the Rent

Concession Period will be the higher of Category B Lease Rent or Market

Rent; and

(b) in the case of Category C Leases, the Company will pay rent pursuant to the

terms of the CVA until the earlier of the termination of such Category C Lease

or the date falling six (6) months following the Effective Date.

5.3 The CVA will come to an end when the Supervisors are satisfied that the terms of the

CVA have been fully implemented. At such time, the Supervisors will send to

Landlords a Notice of Completion.

5.4 It is expected that the CVA will complete on or before the third anniversary of the

Effective Date.

6 Lease Categorisation

6.1 By adopting objective criteria, the Directors identified the leases of a number of sites

as falling into one of five categories:

(a) Category A Leases;

(b) Category B1 Leases;

(c) Category B2 Leases;

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5

(d) Category B3 Leases; and

(e) Category C Leases.

6.2 Sites demised under Category A Leases are performing adequately or, in a small

number of cases, are otherwise valuable to the Group from a strategic perspective.

6.3 Sites demised under Category B1 Leases are sites which are marginally profitable

(before absorbing their share of overhead costs) or where the property costs are above

market and in order to be viable in the medium to long term, an immediate rent

reduction of 20% is necessary to re-align rent payable with the market value and/or to

restore profitability.











6.6 Sites demised under Category C Leases are all clearly not viable and are considered

by the Directors as having no prospect of being restored to viability, even if a

reduction in rent paid is obtained.

6.7 The Directors are of the opinion that the Proposal would be of benefit to the creditors

of the Company because it is anticipated that, under the terms of the Proposal, the

Unsecured Creditors will receive a greater return on the amount owed to them than

they would do in any of the other likely scenarios including if the Company were to

be subject to any other form of insolvency proceedings. See further Schedule 10

(Estimated Outcome Statement) to the CVA.

6.8 Accordingly, the Directors believe that the Proposal is in the best interests of both the

shareholder and creditors and that both the creditors and the shareholder should vote

in favour of the Proposal. However, in accordance with section 4A(2) of the

Insolvency Act, if the outcome of the meeting of the shareholder differs from the

outcome of the meeting of the company’s creditors, the decision of the creditors will

prevail, subject to the right of the shareholder to apply to Court to challenge the

approval of the company voluntary arrangement.

6.9 Schedule 10 (Estimated Outcome Statement) sets out an analysis of the anticipated

outcomes of the Proposal as opposed to the outcomes in various other likely scenarios

including an administration of the Company, and details of why the Proposal results

in a more advantageous outcome for both creditors and shareholders. See further

Schedule 10 (Estimated Outcome Statement) to the CVA.

7 Recommendation to creditors and shareholders

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6

7.1 As outlined in paragraphs 6.7 to 6.9 above, the Directors of the Company consider the

Proposal is in the best interests of its creditors. The Directors of the Company

unanimously recommend that creditors vote in favour of the Proposal.

7.2 The Directors consider the Proposal is in the best interests of the Company and its

sole shareholder. In an insolvent scenario, such as administration or liquidation, there

would be no prospect of creditors being paid in full and consequently the shareholder

(whose claims rank behind creditors) would not receive any distribution. The

Directors unanimously recommend that the sole shareholder votes in favour of the

Proposal.

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7

PART II

ACTION TO BE TAKEN BY CVA CREDITORS AND SHAREHOLDER

1 Arrangements for voting at creditors’ meeting

1.1 In accordance with section 246ZE(2) of the Insolvency Act, the decision of the

Company’s creditors with respect to a company voluntary arrangement may be made

by any qualifying Decision Procedure that the nominees think fit, but may not be

made by a physical creditors’ meeting unless section 246ZE(3) of the Insolvency Act

applies. Section 246ZE(3) of the Insolvency Act provides that, if at least the

minimum number of creditors (as defined in section 246ZE(7) of the Insolvency Act,

comprising (i) 10% (ten per cent.) in value of the company’s creditors, (ii) 10% (ten

per cent) in number of the company’s creditors or (iii) 10 (ten) creditors make a

written request to the nominees that the decision be made by a creditors’ meeting, the

nominees must summon a creditors’ meeting. Rule 15.6(1) of the Rules provides that

a request for a physical meeting may be made before or after the notice of the decision

procedure has been delivered.

1.2 The Nominees received a written request from creditors comprising at least the

minimum number (as defined above) that a creditors’ meeting be summoned for the

purposes of the creditors making a decision on the proposed CVA. Accordingly, in

accordance with section 246ZE(4) of the Insolvency Act, the Nominees have

summoned a physical meeting of creditors of the Company to consider the Proposal

(the “Creditors’ Meeting”).

1.3 At the Creditors’ Meeting, CVA Creditors will vote on the resolution to approve the

CVA. The form of the resolution is set out in the Notice of Meeting.

1.4 A person wishing to vote at the Creditors’ Meeting will need to submit a Notice of

Claim before the Creditors’ Meeting or bring the Notice of Claim with them to the

meeting.

1.5 A Notice of Claim to be completed is enclosed with the Proposal and is available on

the Website.

1.6 Voting is by value alone and is based on the value of a CVA Creditor’s debt as at the

date of the Creditors’ Meeting as ascertained by the chairman of the meeting in

accordance with paragraphs 1.7, 1.8 and 3 (Votes in relation to Landlords, page 8)

below.

1.7 One of the Nominees will act as the chairman of the Creditors’ Meeting. The

chairman will have the power, under Rule 15.33 of the Insolvency Rules, to ascertain

the entitlement of persons wishing to vote and to admit or reject their claims

accordingly. The chairman will base his decision on the books and records of the

Company and such other evidence he considers appropriate. The figure accepted for

voting purposes at the Creditors’ Meeting will not necessarily be the same as the

figure which is ultimately accepted for any other purpose. Rule 15.31(3) of the

Insolvency Rules provides that, for the purposes of voting, the chairman of a

Creditors’ Meeting shall value a debt of an unliquidated amount or whose value is not

ascertained at £1 unless the chairman agrees to place a higher value on it.

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8

1.8 Proxy Forms are enclosed with the Proposal and are available on the Website for use

if a person wishes to vote by proxy. Any person seeking to vote in person as a proxy

for a person claiming to be a CVA Creditor must have a copy of the proxy available at

the meeting.

1.9 If a person claiming to be a CVA Creditor wishes to appoint the chairman of the

meeting to be his proxy, the Proxy Form must specifically direct the chairman to vote

either for, or alternatively against, the relevant proposal. Failure to give a specific

direction to the chairman will result in the Proxy Form being invalid and the person

claiming to be a CVA Creditor not being entitled to vote at the meeting.

1.10 If any person wishes to represent a corporation pursuant to a resolution authorising

him to do so, he shall produce a copy of the resolution authorising him to do so to the

chairman of the Creditors’ Meeting. The copy should be under the seal of the

corporation or be certified by a director or secretary of the corporation as a true copy.

1.11 In order to expedite the procedure for voting at the Creditors’ Meeting, persons

wishing to vote at the Creditors’ Meeting are requested to return their Notice of Claim

and Proxy Form(s) to Deloitte LLP by no later than midday on 20 March 2018. This

can be done in the following ways in descending order of ease and preference:

1. By printing the forms, completing, scanning and emailing to:

[email protected]

2. By printing the forms and posting to:

Four Brindleyplace, Birmingham B1 2HZ – FAO Holly Savage

3. By printing the forms and sending by fax to:

+44 (0) 121 695 5555 – FAO Holly Savage

Persons wishing to vote at the meeting may bring their Notice of Claim and Proxy

Form with them to the meeting instead.

2 Votes in relation to Inter-Company Debts

It is the intention of the directors of each Group Company to vote the relevant Inter-

Company Debt owed by the Company to it in favour of the CVA.

3 Votes in relation to Landlords

3.1 In relation to the procedure for admission of creditors’ claims for voting purposes,

Landlords are not distinguished from other CVA Creditors and accordingly, Rule

15.33 of the Insolvency Rules applies to ascertain the entitlement of Landlords

wishing to vote and the chairman has the power to admit or reject their claims

accordingly.

3.2 Claims for future rent, dilapidations and other sums which may become due in respect

of Premises are unliquidated or unascertained. Accordingly Rule 15.31(3) of the

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9

Insolvency Rules applies and the chairman of the meeting shall value the claim of

each Landlord (for voting purposes) at £1, unless he agrees to put a higher value on it.

3.3 The chairman will not speculate on and is not obliged to investigate Landlords’

claims. However, it is intended that for voting purposes, the claims of all Landlords

will be admitted to vote at a value higher than £1 if the claims are calculated on the

basis set out in Schedule 2 (Calculation of Landlords’ Claims) which incorporates a

discount of 75% (seventy five per cent) to reflect the nature of the test set out in Rule

15.31(3) of the Insolvency Rules. The Company has received expert advice from

CBRE to the effect that these valuation methodologies are the appropriate valuations

for such claims, if a value higher than £1 is permitted by the chairman.

3.4 The Nominees, Deloitte LLP and any of its directors or employees shall not be liable

to any Landlord in respect of the Landlords’ claims.

4 Arrangements for voting at Shareholder’s Meeting

At the Shareholder’s Meeting, the shareholder of the Company will vote on a

resolution to approve the Proposal. The form of the resolution is set out in the Notice

of Meeting. Voting by a shareholder is in accordance with the rights attaching to the

shareholder’s shares. A shareholder is nevertheless entitled to vote either for or

against the Proposal, or any modification to it.

5 Creditors and shareholders with queries

5.1 It is anticipated that the Creditors’ Meeting and Shareholder’s Meeting will be well

attended and you are therefore strongly advised to raise any queries you have ahead of

those meetings so as to ensure a considered response.

5.2 Creditors may raise queries:

1. by e-mail to [email protected]; or

2. by letter addressed to:

Four Brindleyplace, Birmingham B1 2HZ – FAO Hena Virdee

3. or by facsimile to:

+44 (0) 121 695 5555 – FAO Hena Virdee,

prior to the Creditors’ Meeting Date.

5.3 The Shareholder may raise queries:

1. by e-mail to [email protected]; or

2. by letter addressed to:

Four Brindleyplace, Birmingham B1 2HZ – FAO Holly Savage

3. or by facsimile to:

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10

+44 (0) 121 695 5555 – FAO Holly Savage,

prior to the Shareholder’s Meeting Date.

The claim of a CVA Creditor who does not respond will not be taken into

account for the purposes of calculating the requisite majorities for the Proposal

to be approved (as set out in paragraphs 8 (Further points) and 3.1 (What is a

CVA)). In addition, the Proposal, if approved, is binding on all CVA Creditors,

including those CVA Creditors who did not vote or voted against the Proposal.

Your vote on the Proposal is therefore very important. Please take the time to

consider the documents that have been sent to you and take appropriate action,

including the return of the relevant Proxy Form.

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PART III

CORPORATE, STATUTORY AND FINANCIAL INFORMATION

1 Corporate Information

The corporate information in respect of the Company can be found at Schedule 3

(Corporate Information).

2 Statutory and Financial Information

The statutory and financial information in respect of the Company can be found at

Schedule 4 (Statutory and Financial Information).

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PART IV

TAX INFORMATION AND TAX DISCLAIMER

1 Tax Information and Tax Disclosure

1.1 When considering the Proposal, CVA Creditors should consult their own tax advisers

concerning the tax consequences of the Proposal to determine their own tax position

as a result of the CVA being implemented and becoming unconditional in accordance

with their terms in the light of their particular situations.

1.2 No representations are made by any person with respect to the tax consequences for

any particular holder of CVA Claims.

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SECTION 2

TERMS OF THE PROPOSAL

PART V

TERMS OF THE COMPANY VOLUNTARY ARRANGEMENT

1 Definitions and Interpretation

1.1 Capitalised terms and expressions defined in Part 1 of Schedule 1 (Definitions and

Interpretation) which are used in the terms of the CVA shall have the meanings

specified in Part 1 of Schedule 1 (Definitions and Interpretation).

1.2 The provisions of Part 2 of Schedule 1 (Definitions and Interpretation) shall apply to

the interpretation of the CVA.

1.3 The terms set out in this Part V (Terms of the Company Voluntary Arrangement) shall

take precedence over all other Parts of this Proposal.

2 Effectiveness of the CVA

2.1 The provisions of this Part V (Terms of the Company Voluntary Arrangement) shall

have full force and effect between the Company and its CVA Creditors immediately

following the approval of the CVA at the Creditors’ Meeting. By countersigning this

Proposal, the Company hereby acknowledges and agrees the terms of the CVA.

2.2 The Supervisors will promptly notify the Landlords of the occurrence of the Effective

Date in respect of the CVA by making available a Notice of Effectiveness on the

Website, the details of which have been notified to you by the Nominees in a letter

dated 7 March 2018.

3 Operation of the Company

3.1 The affairs, business, Assets and properties of the Company will be managed by the

Directors in the ordinary course of business.

3.2 Save in respect of the Company’s obligations in respect of the Compromised Lease

Fund contained in Clause 15 (The Compromised Lease Fund), the Directors will have

no obligation to put the Supervisors into possession of any of the Assets of the

Company.

3.3 The Supervisors shall not have any involvement in or personal liability in respect of

any on-going trading activities or any debts incurred in respect of such trading.

4 Moratorium

4.1 Save as provided in Clause 4.3, with effect from the Effective Date, no Landlord or

Compromised Contingent Property Creditor shall be entitled to take or continue any

legal process against any Group Company, the Company or its Assets (whether by

way of demand, legal proceedings, alternative determination process (including an

expert determination process), the levying of distress, execution of judgment or

otherwise) in any jurisdiction whatsoever for the purpose of:

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(a) obtaining payment of any Liability relating directly or indirectly to a Lease or

Previous Lease or taking any action in relation to the enforcement of any

covenant or obligation of the Company or any Group Company under a Lease

or Previous Lease, licence, authorised guarantee agreement or other document

supplemental to a Lease or Previous Lease; or

(b) placing the Company and/or any Group Company into liquidation,

administration or any analogous proceedings in any jurisdiction.

4.2 If a Landlord or Previous Landlord has commenced or completed any legal process or

action or self-help remedy against the Company and / or any Group Company that has

arisen as a result of any CVA Related Event, such Landlord or Previous Landlord

agrees and acknowledges that it will discontinue any such process or action or self-

help remedy and consent to any application by the Company and/or any Group

Company for relief against forfeiture, or to contest irritancy (as applicable), or for any

other appropriate relief from such process or action.

4.3 Nothing in this Clause 4 (Moratorium) shall prejudice the enforcement by a Landlord

or Compromised Contingent Property Creditor of its rights under the CVA (including,

for the avoidance of doubt, under the terms of Leases or guarantees as modified or

varied by the CVA including terms of such Leases which terms have not been so

varied or which revert to their normal terms in accordance with the CVA) and nothing

shall prevent any action being taken as a consequence of non-payment of any amount

when due under the CVA (including under any such Lease).

5 The Effect Of The CVA on Ordinary Unsecured Creditors

5.1 Subject to Clauses 5.2 and 5.4 below, the CVA shall not affect the rights of the

Ordinary Unsecured Creditors in respect of Ordinary Unsecured Liabilities.

5.2 The Ordinary Unsecured Creditors and the Company shall continue to perform their

obligations in accordance with the terms of their respective Ordinary Unsecured

Arrangements.

5.3 The Claims of the suppliers and Employees entitlements will continue to be paid

in full. The Company will therefore continue to service its customers as normal.

5.4 With effect from the Effective Date:

(a) each Ordinary Unsecured Creditor waives and releases the Company from any

breaches or defaults of any Ordinary Unsecured Arrangement that may have

arisen or may arise as a result of any CVA Related Event;

(b) the Ordinary Unsecured Creditors shall not be entitled as a result of any CVA

Related Event:

(i) to terminate any Ordinary Unsecured Arrangement; or

(ii) to cause the Company to lose or otherwise forfeit any deposit or

advance payment made by the Company or to require it to provide any

such deposit or advance payment in each case in respect of Ordinary

Unsecured Arrangements; or

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(iii) to impose more onerous terms or conditions (including but not limited

to higher interest payments, charges and/or changes to payment terms),

including, without limitation, changes to the timing or frequency of

payments;

(iv) to require any security (including guarantees) from the Company

and/or any Group Company or any other person whatsoever; or

(v) to enforce any other contractual or other right that they may have in

their capacity as Ordinary Unsecured Creditors; or

(vi) to accelerate, crystallise, close-out, terminate, settle or invoke any

provision requiring the payment or repayment of any transaction or

transactions entered into under or pursuant to or which are documented

or evidenced by any Ordinary Unsecured Arrangement including,

without limitation, any such actions or processes in relation to any

transactions which, from time to time, may constitute either liabilities

of the Company or liabilities of the relevant Ordinary Unsecured

Creditor or which may be one or a series of such transactions between

such parties;

(c) any attempt by any Ordinary Unsecured Creditor to change or vary the terms

of any Ordinary Unsecured Arrangement (including as described above) as a

result of any CVA Related Event without the consent of Company shall be

void and unenforceable; and

(d) any provision of any Ordinary Unsecured Arrangement providing for the

automatic or involuntary acceleration, crystallisation, close-out, termination or

settlement of any transactions of the type referred to in Clause 5.3(b)(vi) as a

result of any CVA Related Event will be deemed not to have had such effect

and such Ordinary Unsecured Arrangement shall continue in full force and

effect as if no CVA Related Event had occurred,

where references to any right of any Ordinary Unsecured Creditor includes any such

right, the process of exercise of which (including the giving of any notice of exercise),

has commenced prior to the Effective Date but in respect of which any requirement,

condition, notice period, grace period or cure period has not been fully met, complied

with or expired by the Effective Date.

5.5 Save as otherwise provided above, all accrued rights of the Ordinary Unsecured

Creditors in respect of Ordinary Unsecured Liabilities and their rights in respect of

any other breaches of any Ordinary Unsecured Arrangement will remain and nothing

in this Clause 5 (The effect of the CVA on Ordinary Unsecured Creditors) shall

prevent any action being taken as a consequence of non-payment of any amount when

due or any person’s rights in respect of a liability that is not a CVA Liability.

5.6 Other unsecured creditors including employees are unaffected.

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6 The Effect of the CVA on Employees

The CVA shall not affect the rights of any Employee, either in respect of his or her

Employee Preferential Claim or any other Liability owed to the Employee in his or

her capacity as an Employee. Employee entitlements will continue to be paid in full.

7 The Effect of the CVA on Guaranteed Leases

If and to the extent that any Compromised Lease is the subject of any guarantee or

security given by any Group Company then the terms of that guarantee shall be

deemed to be amended to the extent necessary to ensure that the Liabilities of that

Group Company as guarantor or surety are no greater than the Liabilities of the

Company under the Compromised Lease as modified or varied by the CVA.

8 The Effect of the CVA on Secured Creditors and Preferential Creditors

8.1 The CVA does not affect:

(a) the rights of any Secured Creditor in respect of any Secured Liabilities due

from the Company; or

(b) the rights of any Preferential Creditors in respect of Preferential Liabilities due

from the Company.

8.2 All Secured Liabilities and Preferential Liabilities shall continue to be paid in

accordance with their terms.

9 The Effect of the CVA On Category A Landlords

9.1 This Clause 9.1 applies to all Category A Leases where the terms of the relevant

Category A Lease require the annual rent, Turnover Rent, service charge and

insurance to be paid on a quarterly, half yearly or yearly basis. During the period

from the Next Payment Date in respect of that Category A Lease until the end of the

Rent Concession Period, the Company will not be obliged to pay Category A Lease

Rent, service charge and insurance to the Category A Landlords at the times provided

for in the Category A Leases. Instead, the Company shall be obliged to pay Category

A Lease Rent, service charge and insurance in monthly instalments in advance on the

25th

day of each calendar month (or if such day is not a Business Day, the next

Business Day following such day) for Category A Leases in accordance with this

Clause 9 (The Effect of the CVA On Category A Landlords) and Clause 13 (Rent

Concession Agreement) with each such payment being calculated on the basis of one

twelfth of the annual Category A Lease Rent. If the Next Payment Date does not fall

on the 25th

day of a calendar month, the amount so payable shall be calculated on a

daily basis for the period from the Next Payment Date to the 25th

day of the calendar

month in which the Next Payment Date falls, following which the payments shall be

made in monthly instalments on the 25th

day of each calendar month. If the annual

Category A Lease Rent is currently paid in arrears, the first payment under this clause

shall include the sum due for arrears, calculated on a daily basis. The Company will

not be liable to pay any interest charges to any Category A Landlord in consequence

of the payment of Category A Lease Rent and any other contractual sums on a

monthly basis to the Category A Landlords under the terms of this Proposal. Within

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three (3) Business Days following the Effective Date, for the period from the

Effective Date up to but excluding the 25th

day of the calendar month immediately

following the Effective Date, the Company will pay (to the extent not already paid) a

due proportion of the Category A Lease Rent.

9.2 On the Category A End Date, the Company shall pay Category A Lease Rent in

advance to the Next Quarter Day, such payment to be calculated on a daily basis and

thereafter Category A Lease Rent will accrue and be payable in accordance with the

terms of the relevant Category A Lease as such terms were in effect immediately prior

to the Effective Date.

9.3 If the terms of any Category A Lease currently require the Category A Lease Rent (or

any part thereof) to be paid on a monthly basis, it (or the relevant part as the case may

be) shall continue to be paid on that basis in accordance with the terms of the relevant

Category A Lease.

9.4 With effect from the Effective Date, any provisions of the Category A Leases that

provide for early termination, forfeiture or irritancy as the case may be:

(a) by virtue of the compromised arrangements relating to rent and rent payment

dates; or

(b) by virtue of the CVA or any CVA Related Event,

shall be waived and the Category A Landlords shall have no right to determine the

Category A Leases as a result of the occurrence or continuation of such events or to

re-enter the relevant Premises.


(a) each Category A Landlord waives and releases the Company from any

breaches or defaults of any terms of a Category A Lease that may have arisen

or may arise as a result of any CVA Related Event or by virtue of the

compromised arrangements relating to the matters set forth in this Proposal

and the Category A Landlords shall have no right to determine the Category A

Leases as a result of the occurrence or continuation of such events and

arrangements;

(b) the Category A Landlords shall not be entitled as a result of any CVA Related

Event:

(i) to cause the Company to lose or otherwise forfeit any deposit or

advance payment made by it or to require it to provide any such

deposit or advance payment in each case in respect of a Category A

Lease; or

(ii) to impose more onerous terms or conditions (including but not limited

to higher interest payments, charges and/or changes to payment terms);

(iii) to require any security (including guarantees) from the Company or

any Group Company or any other person whatsoever; or

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(iv) to enforce any other contractual or other right that they may have in

their capacity as Category A Landlords in respect of Category A

Leases; or

(v) to terminate, waive, release or in any way limit or vary or allow any

Category A Landlord to terminate, suspend or in any way limit or vary

the performance by any Category A Landlord or all or any part of any

covenant, undertaking or obligation (howsoever categorised or

described) in, under or pursuant to any Category A Lease (or any deed,

document, contract or agreement ancillary, supplemental to or

otherwise relating thereto) including, without limitation, any covenant,

undertaking or obligation to make any capital contributions by way of

rent free period, cash payment or payment of or contribution towards

fit-out works or any other similar or equivalent arrangement,

where references to any right of any Category A Landlord includes any such right, the

process of exercise of which (including the giving of any notice of exercise), has

commenced prior to the Effective Date but in respect of which any requirement,



Any attempt by a Category A Landlord to change or vary the terms of any Category A

Lease (including as described above) as a result of any CVA Related Event without

the consent of the Company shall be void and unenforceable.

9.6 Nothing in this Clause 9 (The Effect of the CVA On Category A Landlords) or the

compromise effected by the CVA, shall, except so far as is necessary for the purpose

of releasing the Company and any Group Company from any Liability pursuant to the

terms of this Proposal, affect and is not intended to affect the rights or liabilities of

any other person other than the Company and any Group Company and the rights of

any person other than their rights against the Company and any Group Company

(including without limitation any liabilities of any Contingent Property Creditor to

any person, including any Category A Landlord).

9.7 For the avoidance of doubt, and without any limitation, the rights of any Category A

Landlord against Contingent Property Creditors are fully reserved and unaffected by

the CVA except so far as is necessary for the purpose of releasing the Company and

any Group Company from any Liability pursuant to the terms of the CVA.

9.8 Any requirement or condition that the Company or any Group Company must

automatically enter into an authorised guarantee agreement on an assignment or

assignation at any time during the remainder of the term or automatically provide (or

procure that a Group Company provides) any other security whatsoever in connection

with such assignment or assignation shall not apply and shall be disregarded until the

Category A End Date.

9.9 For the avoidance of doubt, to the extent that any Category A Lease contains rent

review provisions, such rent review provisions will continue to apply and will remain

unaffected by the CVA.

10 The Effect of the CVA On Category B Landlords

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10.1 This Clause 10 applies to all Category B Leases where the terms of the relevant

Category B Lease require the annual rent, Turnover Rent, service charge and

insurance to be paid on a quarterly, half yearly or yearly basis. During the Rent

Concession Period, the Company will not be obliged to pay Category B Lease Rent,

service charge and insurance to the Category B Landlords at the times provided for in

the Category B Leases. Instead, the Company shall be obliged to pay Category B

Lease Rent, service charge and insurance in monthly installments in advance on the

25th

day of each calendar month for Category B Leases (or if such day is not a

Business Day, the next Business Day following such day) in accordance with this

Clause 10 (The Effect of the CVA On Category B Landlords) and Clause 13 (Rent

Concession Agreement) with each such payment being calculated on the basis of one

twelfth of the annual Category B Lease Rent. If the Next Payment Date does not fall

on the 25th

day of a calendar month, the amount so payable shall be calculated on a

daily basis for the period from the Next Payment Date to the 25th

day of the calendar

month in which the Next Payment Date falls, following which the payments shall be

made in monthly installments on the 25th

day of each calendar month. If the annual

Category B Lease Rent is currently paid in arrears, the first payment under this clause

shall include the sum due for arrears, calculated on a daily basis. The Company will

not be liable to pay any interest charges to any Category B Landlord in consequence

of the payment of Category B Lease Rent and any other contractual sums on a

monthly basis to the Category B Landlords under the terms of this Proposal. Within

three (3) Business Days following the Effective Date, for the period from the

Effective Date up to but excluding the 25th

day of the calendar month immediately

following the Effective Date, the Company will pay (to the extent not already paid) a

due proportion of the Category B Lease Rent.

10.2 If and while the Category B Lease Rent and any other amount payable by a sub-tenant

or sub-tenants of the Company in respect of any Category B Premises which have

been sub-let:

(a) is paid on a quarterly basis rather than a monthly basis pursuant to Clause

10.1, the Company shall continue to pay such Category B Lease Rent and any

other amount actually received from its sub-tenant or sub-tenants to the

relevant Category B Landlord of the sub-let Category B Premises in

accordance with the terms of the Category B Lease; and

(b) is received directly by the Category B Landlord of the sub-let Category B

Premises rather than the Company, Clause 10.1 shall not apply and the

Category B Lease Rent payable by the Company to the relevant Category B

Landlord shall be zero.

10.3 During the Rent Concession Period, the Company shall not be obliged to pay

Contractual Rent or Turnover Rent to the Category B Landlords in the amounts

provided for in the Category B Leases. Instead, the Company shall be obliged to pay

Amended Contractual Rent in accordance with Clauses 10.4, 10.5, and 10.6, and

Clause 13 (Rent Concession Agreement). For the avoidance of doubt, to the extent

that any Category B Lease contains rent review provisions, such rent review

provisions will not have any effect during the Rent Concession Period.

10.4 The amount payable to each of the relevant Category B Landlord under each Category

B1 Lease shall be:

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(a) 80% (eighty per cent.) of the Contractual Rent and of the Turnover Rent (if

any) in the period from the Next Payment Date until expiry of the Rent

Concession Period; plus

(b) 5% (five per cent.) of the Contractual Rent and the Turnover Rent on a pro

rata basis in lieu of dilapidations ((a) and (b) together being a net reduction of

15% (fifteen per cent.)); plus

(c) all contractual amounts payable in respect of insurance and service charge.


B2 Lease shall be:

(a) 60% (sixty per cent.) of the Contractual Rent and of the Turnover Rent (if any)

in the period from the Next Payment Date until expiry of the Rent Concession

Period; plus



35% (thirty-five per cent.)); plus



B3 Lease shall be:

(a) 40% (forty per cent.) of the Contractual Rent and of the Turnover Rent (if any)

in the period from the Next Payment Date until expiry of the Rent Concession

Period; plus



55% (fifty five per cent.)); plus


10.7 The Company’s obligation to make the payments referred to in this Clause 10 and in

Clause 11 (Category B Landlords: Post-Rent Concession Period Rent) is in full and

final satisfaction of any Liability to a Category B Landlord under or arising out of or

in relation to the relevant Category B Lease, and whether in respect of the Contractual

Rent, Turnover Rent, service charge, insurance, dilapidations, termination amount or

otherwise.

10.8 If a Category B Landlord requires the Company to vacate a Category B Premises

during the Rent Concession Period, it shall be entitled to deliver to the Company a

notice to vacate (a “Notice to Vacate”) in the form set out at Schedule 22 (Notice to

Vacate) together with any additional notice(s) as may be required by law to constitute

a valid surrender, forfeiture or irritancy (as the case may be), giving not less than 60

days’ notice to that effect (the “Notice Period”), provided that such notice shall be

given on any day prior to the date falling six (6) months after the Effective Date.

Once given, a Notice to Vacate may not be withdrawn, except by agreement with the

Company.

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10.9 Following the delivery of a Notice to Vacate, but prior to the expiry of the Notice

Period, the Category B Landlord shall confirm to the Company (whether in the Notice

to Vacate or otherwise) one of the following means by which it wishes to determine

or assign the relevant Category B Lease:

(a) if the relevant Category B Landlord specifies that it wishes to forfeit or irritate

(as the case may be) the relevant Category B Lease, the Company irrevocably

undertakes for the benefit of such Category B Landlord that it shall not

prevent or seek relief against the forfeiture or contest the irritancy of that

Category B Lease (as the case may be). Upon such forfeiture or irritancy, the

relevant Category B Lease shall come to an end and all of the Company’s

rights, obligations and Liabilities (whether past, present or future) under the

relevant Category B Lease shall come to an end;

(b) if the relevant Category B Landlord so requests, the Company irrevocably

undertakes that it will surrender/renounce (as the case may be) the relevant

Category B Lease on the terms of this Proposal and such other terms as are

reasonably acceptable to the Company and the relevant Category B Landlord,

which provide:

(i) for a full release of the Company and the relevant Category B Landlord

from all covenants, obligations and Liabilities (whether past, present or

future) in respect of the relevant Category B Lease or arising out of or

in connection with the occupation of the relevant Category B Premises

(including the grant of any sublease of all or part thereof) and from all

actions, proceedings, costs, claims, demands and expenses arising from

such covenants, obligations and Liabilities;

(ii) that the relevant Category B Landlord shall, with the object of

affording the Company a full and sufficient indemnity (but not further

or otherwise), comply with the landlord’s covenants in any sub-lease

subordinate to the relevant Category B Lease; and

(iii) shall procure the consent of any third party (including but not limited

to any consent or release required from any lender) to the surrender,

and each of the relevant Category B Landlords and the Company shall bear its

own costs in connection with any such surrender; and

(c) if the relevant Category B Landlord so requests, the Company irrevocably

undertakes that it will assign the relevant Category B Lease to a new tenant or

to the Category B Landlord for no consideration payable and otherwise on the

terms of this Proposal, on the same terms as the terms of the relevant assigned

Category B Lease and which provide:

(i) for a full release of the Company from all covenants, obligations and

Liabilities (whether past, present or future) in respect of the relevant

Category B Lease or arising out of or in connection with the

occupation of the relevant Category B Premises (including the grant of

any sub lease of all or part thereof) and from all actions, proceedings,

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22

costs, claims, demands and expenses arising from such covenants,

obligations and Liabilities;

(ii) that the new tenant or the relevant Category B Landlord shall, with the

object of affording the Company a full and sufficient indemnity (but

not further or otherwise), comply with the landlord’s covenants in any

sublease subordinate to the relevant Category B Lease and any

requirement that the Company or any Group Company enter into an

authorised guarantee agreement in connection with such assignment or

provide (or procure that any Group Company provides) any other

security whatsoever in connection with such assignment or assignation

shall be waived; and

each of the relevant Category B Landlords and the Company shall bear its own

costs in connection with any such assignment, assignation or waiver.

10.10 If the Company elects to cease occupation of the relevant Category B Premises during

the Rent Concession Period it shall be entitled to deliver to the relevant Category B

Landlord a notice to quit (a “Notice to Quit”) together with any additional notice(s)

as may be required to constitute a valid surrender, forfeiture or irritancy as the case

may be by giving (i) not less than three months’ notice to that effect such notice to

expire on either the second or the third anniversary of the Effective Date in respect of

any Category B1 Premises, (ii) not less than three months’ notice to that effect such

notice to expire at any time after the date falling eighteen (18) months after the

Effective Date in respect of any Category B2 Premises, and (iii) sixty (60) days’

notice to that effect such notice to expire at any time after the date falling twelve (12)

months after the Effective Date in respect of any Category B3 Premises. Once given,

a Notice to Quit may not be withdrawn save by agreement with the relevant Category

B Landlord. If a premium would otherwise be payable to the Company on the

surrender of a Category B Lease, such premium, if any, shall be cancelled on the

surrender by the Company of any such Category B Lease.

10.11 If the relevant Category B Lease is to be determined under Clause 10.9 or Clause

10.10 above:

(a) (if by surrender) the relevant Category B Lease shall be deemed to be

surrendered for no consideration payable in so far as it relates to:

(i) the Company and its rights, obligations and Liabilities (whether past,

present or future) pursuant to the relevant subsisting Category B Lease

which shall end; and

(ii) the rights and obligations of the Category B Landlord (whether past,

present or future) in respect of the Company pursuant to the relevant

subsisting Category B Lease which shall end;

(b) the Company shall immediately cease to enjoy any rights to occupy or in any

way benefit from the Category B Premises and shall leave the Category B

Premises brushed tidy;

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23

(c) the Company shall no longer be deemed or otherwise considered to be in

occupation of the Category B Premises; and

(d) the Company shall, as soon as reasonably practicable, deliver to the Category

B Landlord:

(i) all keys and (where relevant) security/alarm codes for the Category B

Premises;

(ii) (if by surrender) a deed of surrender or renunciation in the relevant

form scheduled (but amended as necessary to reflect the relevant

Category B Lease) at Schedule 23 (Forms of Surrender) duly executed

by the Company and released unconditionally to the Category B

Landlord. In respect of any Category B Premises situated in Scotland,

the Category B Landlord will sign the renunciation and register the

same in the Books of Council and Session and deliver one Extract of

the renunciation to the Company within two months of receipt of the

renunciation signed by the Company;

(iii) (if by surrender) the consent of any third party (including but not

limited to any consent or release required from any lender) to the

surrender; and

(e) for the avoidance of doubt, approval of the CVA constitutes the Category B

Landlord’s acceptance of the terms of the surrender duly executed by the

Company which appears at Schedule 23 (Forms of Surrender).

10.12 The Company shall continue to pay the Rates due in respect of each Category B Lease

until the earliest of the forfeiture, surrender, irritancy, renunciation, assignation,

assignment, expiration, contractual expiry and determination (whether by exercise of

a break clause or the passage of time) of the relevant Category B Lease.

10.13 If a Category B Lease is to be determined or assigned under Clauses 10.9 or 10.10:

(a) the Company shall be obliged only to deliver the fixtures, fittings and chattels

to which, pursuant to the terms of the relevant Category B Lease, the relevant

Category B Landlord is entitled and not, for the avoidance of doubt, any

additional fixtures, fittings or chattels;

(b) the Company shall be permitted (but not required), as soon as reasonably

practicable, to retrieve and remove from the relevant Category B Premises:

(i) all signage and items on which the Brand is displayed;

(ii) all computer equipment located at the relevant Category B Premises

and used to facilitate the operations of the relevant Category B

Premises; and

(iii) any other property, assets, equipment, inventory or other items that the

Company has title or the right to possession of, and

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24

(c) Third Party Suppliers shall, as soon as reasonably practicable, be permitted

access to the relevant Category B Premises to retrieve and remove any of their

Third Party Property.

10.14 If a store is demised under more than one Category B Lease, and if a Category B

Landlord is landlord of more than one of those Category B Leases, he shall only be

entitled to serve a Notice to Vacate with respect to any of those Category B Leases if

the Notice to Vacate applies equally to all of the Category B Leases of which he is

landlord with respect to that store.

10.15 If a store is demised under more than one Category B Lease, and if there is more than

one landlord of those Category B Leases, then if one of the Category B Landlords

serves a Notice to Vacate, the remaining Category B Leases with respect to that store

shall, from the expiry of the Notice Period, be deemed to be Category C Leases and

shall be subject from the expiry of the Notice Period to the terms of Clause 12 (The

Effect Of The CVA On Category C Landlords) below.

10.16 With effect from the Effective Date, any provisions of the Category B Leases that

provide a right of early termination, forfeiture or irritancy as the case may be:

(a) by virtue of the compromise arrangements relating to rent contemplated by

this Part V (Terms of the Company Voluntary Arrangement) of the CVA

Proposal; or

(b) by virtue of the CVA Proposal or any CVA Related Event,

are waived and released and (without prejudice to their rights in accordance with

Clause 10.8) the Category B Landlords shall have no right to determine the Category

B Leases as a result of the occurrence or continuation of such events or to re-enter the

relevant Premises.


(a) each Category B Landlord waives and releases the Company from any

breaches or defaults of any terms of a Category B Lease that may have arisen

or may arise as a result of any CVA Related Event;

(b) the Category B Landlords shall not be entitled as a result of any CVA Related

Event:



such deposit or advance payment in each case in respect of a Category

B Lease;



(iii) to require any security (including guarantees) from the Company or

any Group Company or any other party whatsoever; or

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25


their capacity as Category B Landlords in respect of Category B

Leases or


Category B Landlord to terminate, suspend or in any way limit or vary

the performance by any Category B Landlord or all or any part of any


described) in, under or pursuant to any Category B Lease (or any deed,






where references to any right of any Category B Landlord includes any such right, the





Any attempt by a Category B Landlord to change or vary the terms of any Category B



10.18 Nothing in this Clause 10 (The Effect of the CVA on Category B Landlords) or the

compromise effected by this Part V (Terms of the Company Voluntary Arrangements)

of the CVA Proposal shall, except so far as is necessary for the purpose of releasing

the Company from any Liability, affect, nor is intended to affect, the rights or

Liabilities of any person other than the Company or the rights of any person other

than their rights against the Company (including, without limitation, any Liabilities of

any Contingent Property Creditor to any person, including any Category B Landlord).

10.19 The Category B Landlords shall have no rights to require the Company to take an

overriding lease or otherwise continue to have any further Liability pursuant to a

Category B Lease save as expressly provided in this Clause 10 (The Effect of the CVA

on Category B Landlords).

10.20 For the avoidance of doubt, and without any limitation, the rights of any Category B

Landlord against Contingent Property Creditors are fully reserved and unaffected by

the CVA except so far as is necessary for the purpose of releasing the Company

pursuant to the terms of the CVA.


automatically or otherwise enter into an authorised guarantee agreement on an

assignment or assignation at any time during the remainder of the term of the

Category B Lease (and notwithstanding the termination of the CVA) or provide (or

procure that any Group Company provides) any other security whatsoever in

connection with such assignment or assignation shall not apply and shall be

disregarded.

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26

11 Category B Landlords: Post-Rent Concession Period Rent

11.1 From the Category B End Date in respect of each Category B Lease, until expiry or

determination of the relevant Category B Lease, the rent payable and reserved in

respect of such Category B Lease shall be the greater of:

(a) the rent payable pursuant to Clause 10.4 above with respect to a Category B1

Lease, the rent payable pursuant to Clause 10.5 above with respect to a

Category B2 Lease and the rent payable pursuant to Clause 10.6 above with

respect to a Category B3 Lease, respectively; and

(b) the Market Rent as determined from time to time in accordance with Clause

11.2 to 11.6 below.

11.2 Prior to the expiry of the Rent Concession Period, the Company and each Category B

Landlord shall review the Contractual Rent (excluding any rent due and payable to a

Landlord, at the Effective Date, as a result of rent reviews which would have arisen

during the period of the CVA, but for the operation of the CVA making such rent

reviews not effective), payable under each Category B Lease and seek to agree the

Market Rent in respect of each Category B Lease. If agreement is not reached at least

3 months prior to the expiry of the Rent Concession Period, the Company may refer

the matter to an expert agreed between the parties or nominated by the president for

the time being of the Royal Institution of Chartered Surveyors. An expert so

nominated shall be a chartered surveyor having not less than ten years’ experience of

leasehold valuation of property being put to the same or similar use as the relevant

Premises. The fees and expenses of such expert shall be borne by the Company and

the relevant Category B Landlord in equal shares.

11.3 The person so appointed:

(a) is to act as an expert, and not as an arbitrator; and

(b) must afford the parties the opportunity within such a reasonable time limit as

he may stipulate (being not more than one month) to make representations to

him (accompanied by professional rental valuations, reports or other

appropriate evidence in the relevant circumstances) and permit each party to

make submissions on the representations of the other.

11.4 The determination of the independent expert is to be made no later than the date 10

weeks after the date of referral and, except in case of manifest error, shall be binding

on the Company and the Category B Landlord.

11.5 Following the agreement or first determination of the Market Rent in accordance with

Clauses 11.2 to 11.4 above, the Company and each Category B Landlord shall review

the Market Rent payable in respect of each Category B Lease on such dates as

provided for in the relevant Category B Lease.

11.6 For the avoidance of doubt, nothing in this Clause 11 is intended to, or shall, affect

any provision of a subsisting Category B Lease relating to review of the Contractual

Rent following the expiry of the Rent Concession Period. However, any rent payable

by the Company to a relevant Category B Landlord following such a review shall be

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27

based upon the rent as determined in Clause 11.1 above (plus all contractual amounts

payable in respect of insurance and service charge for the Category B Lease).

11.7 All contractual amounts payable in respect of insurance and service charge for any

Category B Lease will also be paid in addition to the rent as determined in Clause

11.1. Each such payment and rental payment shall be paid at the times provided for

(e.g. quarterly in advance) in accordance with the terms of such Category B Lease as

such terms were in effect immediately prior to the Effective Date until the earliest of

the forfeiture, surrender, irritancy, renunciation, assignation, assignment, expiration,

contractual expiry and determination (whether by exercise of a break clause or the

passage of time) of the relevant Category B Lease.

11.8 The Company shall continue to pay the Rates due in the usual manner in respect of

each Category B Lease until the earliest of the forfeiture, surrender, irritancy,

assignation, assignment, expiration, contractual expiry and determination (whether by

exercise of a break clause or by passage of time) of the relevant Category B Lease.

12 The Effect of the CVA on Category C Landlords

12.1 This Clause 12.1 applies to all Category C Leases where the terms of the relevant

Category C Lease require the annual rent and Turnover Rent to be paid on a quarterly,

half yearly or yearly basis. During the Rent Concession Period, the Company will not

be obliged to pay Compromised Lease Rent to the Category C Landlords at the times

provided for in the Category C Leases. Instead, the Company shall be obliged to pay

Compromised Lease Rent in monthly installments in advance on the 25th

day of each

calendar month for Category C Leases (or if such day is not a Business Day, the next

Business Day following such day) in accordance with this Clause 12 (The Effect of the

CVA on Category C Landlords) and Clause 13 (Rent Concession Agreement) with

each such payment being calculated on the basis of one twelfth of the annual

Compromised Lease Rent. If the Next Payment Date does not fall on the 25th

day of a

calendar month, the amount so payable shall be calculated on a daily basis for the

period from the Next Payment Date to the 25th

day of the calendar month in which the

Next Payment Date falls, following which the payments shall be made in monthly

installments on the 25th

day of each calendar month. If the annual Compromised

Lease Rent is currently paid in arrears, the first payment under this clause shall

include the sum due for arrears, calculated on a daily basis. The Company will not be

liable to pay any interest charges to any Category C Landlord in consequence of the

payment of Compromised Lease Rent and any other contractual sums on a monthly

basis to the Category C Landlords under the terms of this Proposal. Within 3 (three)

Business Days following the Effective Date, for the period from the Effective Date up

to but excluding the 25th

day of the calendar month for Category C Leases

immediately following the Effective Date, the Company will pay (to the extent not

already paid) a due proportion of the Compromised Lease Rent. For the avoidance of

doubt, subject to the provisions in Clause 15 (The Compromised Lease Fund), the

Company will have no further Liability to a Category C Landlord following the Rent

Concession Period.

12.2 During the Rent Concession Period, the Company will not be obliged to pay

Compromised Lease Rent to the Category C Landlords in the amounts provided for in

the Category C Leases. Instead, the Company shall be obliged to pay Compromised

Lease Rent in accordance with Clause 12.3.

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28

12.3 The Compromised Lease Rent payable to each Category C Landlord under each

Category C Lease shall be:

(a) 40% (forty per cent.) of the Contractual Rent and the Turnover Rent on a pro

rata basis; plus


rata basis in lieu of dilapidations (if any) ((a) and (b) together, therefore, being

a net reduction in the Contractual Rent of 55% (fifty five per cent.)); plus

(c) any contractual amount payable in respect of Rates, insurance and service

charge until the Category C End Date or for the period of occupation,

whichever is the greater;

provided that, if and while the Contractual Rent, service charge and any other amount

payable by a sub-tenant or sub-tenants of the Company in respect of any Category C

Premises which have been sub-let:

(i) is greater in aggregate than the Amended Contractual Rent payable

pursuant to this Clause 12.3, the Company shall continue to pay such

Contractual Rent, service charge and any other amount actually

received from its sub-tenant or sub-tenants to the relevant Category C

Landlord of the sub-let Category C Premises in accordance with the

terms of the Category C Lease; and

(ii) is received directly by the Category C Landlord of the sub-let Category

C Premises rather than the Company, paragraphs (a) and (b) above of

this Clause 12.3 shall not apply and the Amended Contractual Rent

payable by the Company to the relevant Category C Landlord shall be

zero. To the extent that the relevant Category C Landlord receives any

amount from the relevant sub-tenant of the sub-let Category C

Premises below the Compromised Lease Rent, the Company will only

be liable for the shortfall between the deficient amount received by the

Category C Landlord from the sub-tenant and the Compromised Lease

Rent.

12.4 The Amended Contractual Rent shall be paid in monthly instalments in advance in

accordance with this Clause 12 (The Effect of the CVA on Category C Landlords) and

Clause 13 (Rent Concession Agreement). Each such payment shall be on the basis of

one twelfth of the annual Amended Contractual Rent save in respect of any period of

shorter than a month which shall be calculated on a daily basis. Any Rates, service

charge and insurance due under each of the Category C Leases shall be paid for the

period up to the Category C End Date or for the period of occupation, whichever is

the greater.

12.5 The Company’s obligation to make the payments referred to in Clause 12.1 and

Clause 15 (The Compromised Lease Fund) will be accepted in full and final

satisfaction of any Liability to a Category C Landlord under or arising out of or in

relation to the relevant Category C Lease, and whether in respect of the Contractual

Rent, Turnover Rent, service charge, insurance, dilapidations, termination amount or

otherwise howsoever.

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29

12.6 If a Category C Landlord requires the Company to vacate a Category C Premises, the

Category C Landlord shall be entitled to deliver to the Company a Notice to Vacate in

the form set out at Schedule 22 (Notice to Vacate) together with any additional

notice(s) as may be required by law to constitute a valid surrender, forfeiture or

irritancy as the case may be giving not less than 60 (sixty) days’ notice (the “Notice

Period”) to that effect any time following the Effective Date. A Notice to Vacate

may not be delivered to the Company before the Next Payment Date. Once given, a

Notice to Vacate may not be withdrawn, save by agreement with the Company.

12.7 Following the delivery of a Notice to Vacate but prior to the expiry of the Notice

Period, the Category C Landlord (whether in the Notice to Vacate or otherwise) shall

confirm to the Company one of the following means by which it wishes to determine

or assign the relevant Category C Lease:

(a) if the relevant Category C Landlord specifies that it wishes to forfeit or irritate

(as the case may be) the relevant Category C Lease, the Company irrevocably

undertakes for the benefit of such Category C Landlord that it shall not

prevent or seek relief against the forfeiture or contest the irritancy of that

Category C Lease, as the case may be. Upon such forfeiture or irritancy the

relevant Category C Lease shall come to an end and all of the Company’s

rights, obligations and liabilities (whether past, present or future) under the

relevant Category C Lease shall come to an end;

(b) if the relevant Category C Landlord so requests, the Company irrevocably

undertakes that it will surrender the relevant Category C Lease on the terms of

this Proposal and such other terms as are reasonably acceptable to the

Company and the relevant Category C Landlord, which provide:

(i) for a full release of the Company and the relevant Category C Landlord

from all covenants, obligations and liabilities (whether past, present or

future) in respect of the relevant Category C Lease or arising out of or

in connection with the occupation of the relevant Category C Premises

(including the grant of any sub-lease of all or part thereof) and from all

actions, proceedings, costs, claims, demands and expenses arising from

such covenants, obligations and liabilities;

(ii) that the relevant Category C Landlord shall, with the object of

affording the Company a full and sufficient indemnity (but not further

or otherwise), comply with the landlord’s covenants in any sub-lease

subordinate to the relevant Category C Lease, and

(iii) shall procure the consent of any third party (including but not limited

to any consent or release required from any lender) to the surrender,

and each of the relevant Category C Landlords and the Company shall bear its

own costs in connection with any such surrender; and

(c) if the relevant Category C Landlord so requests, the Company irrevocably

undertakes that it will assign the relevant Category C Lease to a new tenant or

to the Category C Landlord for no consideration payable and otherwise on the

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30

terms of this Proposal, on the same terms as the terms of the relevant assigned

Category C Lease and which provide:

(i) for a full release of the Company from all covenants, obligations and

Liabilities (whether past, present or future) in respect of the relevant

Category C Lease or arising out of or in connection with the

occupation of the relevant Category C Premises (including the grant of

any sublease of all or part thereof) and from all actions, proceedings,

costs, claims, demands and expenses arising from such covenants,

obligations and Liabilities; and

(ii) that the new tenant or the relevant Category C Landlord shall, with the

object of affording the Company a full and sufficient indemnity (but

not further or otherwise), comply with the landlord’s covenants in any

sub-lease subordinate to the relevant Category C Lease and any

requirement that the Company or any Group Company enter into an

authorised guarantee agreement in connection with such assignment or

assignation or provide (or procure that any Group Company provides)

any other security whatsoever in connection with such assignment or

assignation shall be waived,

and each of the relevant Category C Landlords and the Company shall bear its

own costs in connection with any such assignment, assignation or waiver.

12.8 The Company shall continue to pay the Rates due in respect of each Category C Lease

until the earliest of the forfeiture, surrender, irritancy, assignation, assignment,

expiration, contractual expiry and determination (whether by exercise of a break

clause or by passage of time) of the relevant Category C Lease (including but not

limited to pursuant to the provisions of this Clause 12 (The Effect of the CVA on

Category C Landlords).

12.9 From the Category C End Date in respect of each Category C Lease until expiry or

determination of that Category C Lease, no rent shall be payable in respect of that

Category C Lease but all contractual amounts payable in respect of insurance and

service charge under that Category C Lease shall continue to be paid until the earliest

of the forfeiture, surrender, irritancy, assignation, assignment, expiration, contractual

expiry and determination of that Category C Lease.

12.10 After the Effective Date, the Company may elect to cease occupation of any Premises

relating to a Category C Lease by giving a Notice to Quit of sixty (60) days’ notice to

the relevant Category C Landlord to that effect and such notice shall expire no earlier

than 180 days after the Effective Date. If the Company so elects, the relevant

Category C Landlord shall remain entitled to receive the rent under Clause 12.3 above

for the remainder of the Rent Concession Period. Once given, a Notice to Quit may

not be withdrawn save by agreement with the relevant Category C Landlords.

12.11 If the relevant Category C Lease is to be determined under Clause 12.7 or Clause

12.10 then:

(a) (if by surrender) the relevant Category C Lease shall be deemed to be

surrendered for no consideration payable in so far as it relates to:

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31

(i) the Company and its rights, obligations and Liabilities (whether past,

present or future) pursuant to the relevant subsisting Category C Lease

which shall end; and

(ii) the rights and obligations of the Category C Landlord (whether past,

present or future) in respect of the Company pursuant to the relevant

subsisting Category C Lease which shall end;

(b) the Company shall immediately cease to enjoy any rights to occupy or in any

way benefit from the Category C Premises and shall leave the Category C

Premises brushed tidy;

(c) the Company shall no longer be deemed or otherwise considered to be in

occupation of the Category C Premises; and

(d) the Company shall, as soon as reasonably practicable, deliver to the Category

C Landlord:

(i) all keys and (where relevant) security/alarm codes for the Category C

Premises;

(ii) (if by surrender) a deed of surrender or renunciation in the relevant

form scheduled (but amended as necessary to reflect the relevant

Category C Lease) at Schedule 23 (Forms of Surrender) duly executed

by the Company and released unconditionally to the Category C

Landlord. In respect of any Category C Premises situated in Scotland,

the Category C Landlord will sign the renunciation and register the

same in the Books of Council and Session and deliver one Extract of

the renunciation to the Company within two months of receipt of the

renunciation signed by the Company;

(iii) (if by surrender) the consent of any third party (including but not

limited to any consent or release required from any lender) to the

surrender; and

(e) for the avoidance of doubt, approval of the CVA constitutes the Category C

Landlord’s acceptance of the terms of the surrender duly executed by the

Company which appears at Schedule 23 (Forms of Surrender).

12.12 If a Category C Lease is to be determined or assigned under Clause 12.10 or 12.11, or

otherwise:

(a) the Company shall be obliged only to deliver the fixtures, fittings and chattels

to which, pursuant to the terms of the relevant Category C Lease, the relevant

Category C Landlord is entitled and not, for the avoidance of doubt, any

additional fixtures, fittings or chattels;

(b) the Company shall be permitted (but not required) as soon as reasonably

practicable, to retrieve and remove from the relevant Category C Premises:

(i) all signage and items on which the Brand is displayed;

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32

(ii) all computer equipment located at the relevant Category C Premises

and used to facilitate the operations of the relevant Category C

Premises; and

(iii) any other property, assets, equipment, inventory or other items that the

Company has title or the right to possession of, and

(c) Third Party Suppliers shall, as soon as reasonably practicable, be permitted

access to the relevant Category C Premises to retrieve and remove any of their

Third Party Property.

12.13 With effect from the Effective Date, any provisions of the Category C Leases that

provide for early termination, forfeiture or irritancy as the case may be:

(a) by virtue of the compromised arrangements relating to rent and rent payment

dates contemplated by the CVA; or

(b) by virtue of the CVA or any CVA Related Event,

shall be waived and (without prejudice to their rights in accordance with Clause 12.6)

the Category C Landlords shall have no right to determine the Category C Leases as a

result of the occurrence or continuation of such events or to re-enter the relevant

Premises.


(a) each Category C Landlord waives and releases the Company from any

breaches or defaults of any terms of a Category C Lease that may have arisen

or may arise as a result of any CVA Related Event;

(b) the Category C Landlords shall not be entitled as a result of any CVA Related

Event:



such deposit or advance payment in each case in respect of a Category

C Lease; or



(iii) to require any security (including guarantees) from the Company, any

Group Company or any other person whatsoever; or


their capacity as Category C Landlords in respect of Category C

Leases or


Category C Landlord to terminate, suspend or in any way limit or vary

the performance by any Category C Landlord or all or any part of any


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33

described) in, under or pursuant to any Category C Lease (or any deed,






where references to any right of any Category C Landlord includes any such right, the





Any attempt by a Category C Landlord to change or vary the terms of any Category C



12.15 Nothing in this Clause 12 (The Effect of the CVA on Category C Landlords) or the

compromise effected by the CVA, shall, except so far as is necessary for the purpose

of releasing the Company and/or any Group Company from any Liability pursuant to

the terms of this Proposal, affect and is not intended to affect the rights or liabilities of

any other person other than the Company and/or any Group Company and the rights

of any person other than their rights against the Company and/or any Group Company

(including without limitation any liabilities of any Contingent Property Creditor to

any person, including any Category C Landlord).

12.16 The Category C Landlords shall have no rights to require the Company to take an

overriding lease or otherwise continue to have any further liability pursuant to a

Category C Lease save as expressly provided in this Clause 12 (The Effect of the CVA

on Category C Landlords).

12.17 For the avoidance of doubt, and without any limitation, the rights of any Category C

Landlords against Contingent Property Creditors are fully reserved and unaffected by

the CVA except so far as is necessary for the purpose of releasing the Company

and/or any Group Company pursuant to the terms of the CVA.


automatically enter into an authorised guarantee agreement on an assignment or

assignation at any time during the remainder of the term of the Category C Lease

(notwithstanding the termination of the CVA) or provide any other security

whatsoever in connection with such assignment or assignation shall not apply and

shall be disregarded.

13 Rent Concession Agreement

13.1 During the Rent Concession Period:

(a) the relevant Landlord will submit duly prepared invoices in respect of each

payment due under Clause 10 (The Effect of the CVA On Category B

Landlords) to Clause 12 (The Effect of the CVA on Category C Landlords)

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34

inclusive (as applicable) to the Company not later than 3 (three) Business

Days prior to the date upon which such payment becomes due; and

(b) interest shall be payable only on Compromised Lease Rent not paid on the due

date as referred to in paragraph (a) above at the rate of 2% (two per cent.)

above the base rate of Bank of England from time to time.

13.2 The payment arrangements set out in Clause 10 (The Effect of the CVA On Category

B Landlords), Clause 12 (The Effect of the CVA On Category C Landlords) and this

Clause 13 (Rent Concession Agreement) shall (in respect of future payments under the

relevant Lease) cease immediately upon the date on which the Company assigns the

relevant Lease (any such date being a “Lease Assignment Date”).

13.3 With effect from the Lease Assignment Date, any future amounts due under a Lease

in respect of which the Lease Assignment Date has occurred shall, from that date, be

payable as specified in the relevant Lease as if Clause 10 (The Effect of the CVA On

Category B Landlords) and Clause 12 (The Effect of the CVA on Category C

Landlords) and this Clause 13 (Rent Concession Agreement) had never taken effect.

13.4 It is agreed between the Company and each Landlord that the arrangements and

agreements set out in this Clause 13 (Rent Concession Agreement):

(a) shall not be the subject of any application to the Land Registry for any entry

on any title;

(b) will bind and benefit both the Company’s and the Landlord’s successors in

title and assignees of the Leases; and

(c) shall not, from the Lease Assignment Date, be deemed to have varied the

terms of the relevant Lease, but shall be deemed to have waived them only

insofar as is necessary to give effect to the terms of this Clause 13 (Rent

Concession Agreement).

13.5 No interest, administrative or other associated charges shall be charged by any

Landlord in consequence of the payment of Contractual Rent and other contractual

sums, as varied by this Proposal, on a monthly basis under the terms of this Proposal

unless the Company breaches the repayment terms set out in this Proposal in which

case the provisions of the relevant Lease shall apply (if any) as regards any interest

for late payment in which case the provisions of Clause 13(1) (b) shall apply.

14 The Compromised Contingent Property Creditors’ CVA Claims

14.1 Each CVA Creditor which is a Compromised Contingent Property Creditor:

(a) with a claim for any Contingent Property Liability; or

(b) to whom the Company has a Liability in respect of a Contingent Property

Liability,

will compromise and release absolutely the Company for a consideration of £1 from

any Contingent Property Liability which it holds in its capacity as a Compromised

Contingent Property Creditor. The amount payable under this Clause 14.1 shall be

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35

paid on the date on which a claim is made against the Company by that Compromised

Contingent Property Creditor.

14.2 Nothing in this Clause 14 (The Compromised Contingent Property Creditors’ CVA

Claims) or the compromise effected by the CVA shall affect, and is not intended to

affect, any rights of any Continuing Contingent Property Creditor against the

Company.

15 The Compromised Lease Fund

15.1 To allow compromised Landlords to share in the upside of the Company achieving its

turnaround, a Compromised Lease Fund mechanism is proposed. The Company will

pay a minimum of £600,000 (six hundred thousand pounds) to the Compromised

Lease Fund no later than the date falling thirty-four (34) months from the Effective

Date being 21 January 2021.

15.2 The Compromised Lease Fund shall be held by the Supervisors on trust for the

Compromised Landlords in an interest bearing bank account which the Supervisors

shall open for this purpose.

15.3 Subject to the receipt by the Company and the Supervisors by no later than the Claim

Date (or otherwise as provided for in Clause 16 (Compromised Landlords: Notice and

Acceptance of Claim)) of a CVA Claim in respect of a Compromised Lease which is

an Allowed CVA Claim, each such Compromised Landlord shall be entitled to

receive a payment from the Compromised Lease Fund, such amount being an amount

determined in accordance with Clause 15.4 below.

15.4 If the amount of the Compromised Lease Fund is less than the amount of all Allowed

CVA Claims of all Compromised Landlords in respect of any Compromised Lease,

then those Allowed CVA Claims shall abate in equal proportions between themselves

and shall rank pari passu for payment from the amount of the Compromised Lease

Fund. If the amount of the Compromised Lease Fund is more than the amount of all

Allowed CVA Claims of all Compromised Landlords in respect of Compromised

Leases, then those Allowed CVA Claims shall rank pari passu for payment from the

amount of the Compromised Lease Fund up to the amount of their Allowed CVA

Claim, together with interest at the rate specified in section 189 of the Insolvency Act

calculated from the Effective Date to the date of distribution, with any surplus being

paid to the Company.

15.5 The Compromised Lease Fund shall be paid out to each relevant Compromised

Landlord, in accordance with this clause 15 within thirty (30) days of the date falling

thirty-four (34) months from the Effective Date (the “Lease Fund Trigger Date”)

provided that the Supervisors have by that date agreed the Allowed CVA Claims,

failing which the said Compromised Lease Fund shall be paid out as quickly as is

reasonably practicable thereafter.

15.6 Subject to Clauses 10 (The Effect of the CVA On Category B Landlords) to Clause 12

(The Effect of the CVA on Category C Landlords) inclusive, the Allowed CVA Claim

of a Compromised Landlord in respect of its Compromised Lease shall be

compromised in full and final settlement in accordance with this Clause 15 (The

Compromised Lease Fund).

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16 Compromised Landlords: Notice and Acceptance of Claim

16.1 CVA Claims of Compromised Landlords will only qualify for a Compromised Lease

Fund Payment pursuant to Clauses 15.3 and 15.4 if they are Allowed CVA Claims.

Any CVA Claim which is not an Allowed CVA Claim shall be treated as a Disputed

Claim.

16.2 Disputes in relation to CVA Claims or purported CVA Claims shall be determined in

accordance with Clause 17 (Disputed Claims).

16.3 The amount of any Disputed Claim which is agreed pursuant to Clause 17 (Disputed

Claims) will become an Allowed CVA Claim.

16.4 A Compromised Landlord shall only be treated as a CVA Creditor with an Allowed

CVA Claim in respect of a Liability incurred by the Company under a Compromised

Lease if the Compromised Landlord submits a Notice of Claim to the Supervisors on

or before the Claims Date with such Notice of Claim to include that Compromised

Landlord’s estimated payment under Clause 10 (The Effect of the CVA on Category B

Landlords) and Clause 12 (The Effect of the CVA on Category C Landlords).

16.5 Each Compromised Landlord shall be entitled to submit a revised Notice of Claim to

the Supervisors on or before the Claims Date.

16.6 If a Notice of Claim is submitted after the Claims Date, the CVA Claim of the related

Compromised Landlord will not rank for a Compromised Lease Fund Payment unless

the Supervisors or the Court determines either that the failure to lodge a Notice of

Claim earlier did not result from a wilful default or a lack of reasonable diligence on

the part of such Compromised Landlord, or that such Compromised Landlord:

(a) did not have notice of the Creditors’ Meeting; and

(b) within twenty-eight (28) days of becoming aware that the Creditors’ Meeting

had taken place, lodged its Notice of Claim with the Supervisor.

16.7 Subject to Clause 16.2 and notwithstanding Clause 16.6 above, a Notice of Claim

shall not be capable of being lodged by a Compromised Landlord after the Claims

Date.

16.8 A Compromised Landlord shall be responsible for the cost of submitting his Notice of

Claim and, if applicable, of providing such documentary evidence or other evidence

as the Supervisors may require for the purpose of enabling the Supervisors to admit or

reject that CVA Claim and any costs it may incur in relation to any Court proceedings

referred to in Clause 16.6 above.

16.9 A Notice of Claim may be admitted by the Supervisors either for the whole of the

amount claimed by the relevant Compromised Landlord or for part of that amount.

The Supervisors may reject a CVA Claim in whole or in part for any reason. If the

Supervisors do so reject, they shall prepare a written statement of their reasons for

doing so and send it as soon as reasonably practicable after the Claims Date to the

relevant Compromised Landlord.

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16.10 The Supervisors shall treat a Notice of Claim as an Allowed CVA Claim if the

Supervisors determine that the relevant CVA Claim has been calculated in accordance

with (and does not exceed the amount calculated in accordance with) Clause 16.11.

16.11 The Allowed CVA Claim of a Compromised Landlord shall be an amount calculated

in accordance with Schedule 2 (Calculation of Landlords’ Claims) as the same may

be varied by the Supervisors in accordance with the provisions of this Clause 16

(Compromised Landlords: Notice and Acceptance of Claim).

17 Disputed Claims

17.1 A Disputed Claim of a Compromised Landlord shall be resolved in accordance with

the following procedure.

17.2 The Compromised Landlord shall deliver a notice (a “Disputed Claim Notice”) to the

Supervisors within 21 (twenty-one) days of the Compromised Landlord receiving

confirmation from the Supervisors that either his CVA Claim has been:

(a) allowed for a lower amount than that specified in the Notice of Claim; or

(b) rejected.

17.3 If a Disputed Claim Notice is not delivered within twenty-one (21) days, the:

(a) amount for which the claim has been admitted by the Supervisors; or

(b) rejection of the CVA Claim

(as the case may be) will be treated as being accepted by the relevant Compromised

Landlord.

17.4 Each Disputed Claim Notice shall:

(a) give reasons why the Compromised Landlord believes that the information

used by the Supervisors in calculating its claim is incorrect;

(b) include such information which the Compromised Landlord considers to be

correct together with supporting evidence; and

(c) give details of the amount of the claim to which the Compromised Landlord

considers it should be entitled (the “Disputed Claim Amount”).

17.5 The Supervisors will consider the reasons, information or particular circumstances

and supporting evidence supplied or other apparent evidence (as applicable). If the

Supervisors do not agree with the Disputed Claim Amount then they may, on giving

not less than seven (7) days’ notice to the Compromised Landlord, refer the

determination of the Disputed Claim Amount to a chartered accountant nominated

jointly by the Supervisors and the Compromised Landlord or in default of any agreed

nomination within that seven (7) day period, by the President for the time being of the

Institute of Chartered Accountants of England and Wales (the “Dispute

Accountant”).

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17.6 The Dispute Accountant shall act as expert and not as arbitrator. The Dispute

Accountant shall, in his sole discretion, consider such matters as he thinks fit

(including the representations of the parties) in making his determination and, in

particular, may rely on evidence supplied by one party in the absence of evidence to

the contrary from any other party.

17.7 The decision of the Dispute Accountant shall be given in writing within 45 (forty-

five) days of his appointment.

17.8 The decision of the Dispute Accountant shall be final and binding on the parties in so

far as the law allows and the amount determined by the Dispute Accountant shall be

the Allowed CVA Claim of the relevant Compromised Landlord.

17.9 The costs of the Dispute Accountant shall be borne equally by the Company and the

Compromised Landlord with the Disputed Claim, unless the Dispute Accountant

determines, in the light of the conduct of the parties, that either party should bear a

greater proportion of such costs.

18 Unclaimed Payments

18.1 If the Supervisors are unable to make any payment at the expiration of two months

from the Lease Fund Trigger Date whether because:

(a) cheques have been returned as undeliverable without a proper forwarding

address;

(b) funds for cheques have not been cleared;

(c) cheques were not mailed or delivered because of an incorrect address; or

(d) otherwise howsoever,

the Compromised Landlord entitled to such payment shall, from that time, be deemed

to have waived his rights thereto and in such circumstances the said payment shall be

returned to the Company.

19 Miscellaneous Payment Provisions

19.1 All sums payable to a Compromised Landlord pursuant to the CVAs may be paid:

(a) by cheque in favour of the relevant Compromised Landlord or as it may direct

and may be sent by post to the relevant Compromised Landlord’s last known

address; or

(b) by bank transfer to such bank account as the relevant Compromised Landlord

may from time to time notify to the Supervisors.

19.2 The encashment of a cheque or the receipt of the amount of a telegraphic transfer into

the relevant account shall be a good discharge of the Supervisors and the Company.

Neither the Supervisors nor the Company shall be liable to any CVA Creditor for any

loss in transmission of a cheque drawn and sent or a telegraphic transfer made in

accordance with this Clause 19 (Miscellaneous Payment Provisions).

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19.3 In making any payment the Company may first deduct any tax payable on, or in

respect of amounts comprising such payment and any bank charges levied in respect

of such payments.

19.4 If any CVA Creditor does not receive payment in respect of an Allowed CVA Claim

on its due date as a result of any administrative or technical error or delay in the

banking system, no interest shall be payable to that CVA Creditor.

20 Assets

20.1 Nothing herein involves the realisation of Assets or the acquisition of further assets.

20.2 Save as set out herein, there will be no further payments in respect of:

(a) Assets acquired by the Company;

(b) any windfall gains received by the Company; and

(c) profit and income of the Company,

in each case acquired or received by the Company after the date of this document.

20.3 Save for the facilities provided by the Secured Creditors, no third party funding is

being provided to the Company.

21 Full And Final Settlement

21.1 Upon the Effective Date, the provisions of the CVA shall constitute a compromise of

all Compromised Landlords’ claims and the payments to be made pursuant to the

CVA (including pursuant to the Leases as modified or varied) to any Compromised

Landlord shall be in full and final settlement of any Compromised Landlords’ claims,

except in relation to claims under Leases as reverted to their normal terms and any

Ordinary Unsecured Liability.

21.2 Accordingly, upon the CVA coming into effect in accordance with Clause 2

(Effectiveness of the CVA) each Compromised Landlord agrees to accept the

compromise of the Compromised Landlord’s claims as set out in the CVA as full and

final satisfaction.

22 Currency of Payment

22.1 Each CVA Liability which is not denominated in pounds sterling will be converted

into pounds sterling based on the mid-rate of exchange on the London foreign

exchange market at the close of business on the Business Day before the Creditors’

Meeting, as published for that date in the Financial Times (London edition).

Accordingly, all payments to be made by the Company in cash under the CVA in

respect of such CVA Liability shall be made in pounds sterling.

22.2 Any payments to be made by the Company in cash under the CVA shall be made in

pounds sterling.

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23 Powers And Intentions of the Supervisors

23.1 The initial Supervisors of the Company shall be the persons specified in Part 1 of

Schedule 11 (Supervisors' and Legal Advisors' Details and Addresses for Notices)

being qualified insolvency practitioners within the meaning of section 390(2) of the

Insolvency Act, and any replacement thereafter, in accordance with these terms of the

CVA and all powers conferred on them, shall be exercisable severally.

23.2 The office of Supervisor shall be vacated by a Supervisor if that Supervisor:

(a) dies, becomes bankrupt or mentally disordered;

(b) is convicted of an indictable offence (other than a road traffic offence);

(c) resigns his office by twenty-eight (28) days’ notice in writing to the Directors;

or

(d) ceases to be a qualified insolvency practitioner.

23.3 Each Supervisor shall act as a joint supervisor of the Company and any act required to

be done by the Supervisors may be done by all or any one or more of them.

23.4 The Supervisors shall have, in addition to any powers conferred on them under the

Insolvency Act or the Insolvency Rules or otherwise as a matter of law, such powers

as are necessary or expedient to enable them to carry out their functions under the

CVA in accordance with its terms. Without limitation to the generality of the

foregoing, the Supervisors may carry out all acts and exercise all discretions,

authorities, powers and duties required to be carried out in order to facilitate the

CVA’s implementation.

23.5 The Supervisors shall not assume any fiduciary or other special responsibilities or

duties to the CVA Creditors.

23.6 It will not be the duty of the Supervisors to oversee the business and affairs of the

Company and the Supervisors shall have no responsibilities in relation to the conduct

of the affairs of the Company or in relation to any matters other than those expressly

set out in this Proposal.

23.7 No Supervisor shall incur any personal liability in connection with the preparation,

adoption, agreement or implementation of the CVA or in connection with any

ancillary arrangement.

23.8 The Company shall:

(a) provide the Supervisors, upon request, with a power of attorney to enable them

to administer the CVA;

(b) provide the Supervisors with sole signing rights and authority to operate bank

accounts for the purposes of administering and facilitating Compromised

Lease Fund Payments pursuant to Clause 15 (The Compromised Lease Fund);

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41

(c) give the Supervisors upon demand reasonable access to such accounts, books,

records and information as the Supervisors consider in their sole discretion to

be necessary to carry out their functions;

(d) use reasonable endeavours (in prior consultation with the Supervisors) to:

(i) maintain the validity of any available insurance; and

(ii) ensure maximum payment by any applicable insurer,

in respect of any claim which, but for such insurance cover would be a CVA

Claim; and

(e) do all such other things as the Supervisors shall reasonably require for the

purpose of the implementation of the CVA.

23.9 The Supervisors may perform their duties through agents and employees and shall be

entitled to rely on any communication, instrument, document or information (whether

provided in writing or orally) considered by them to be genuine and correct and shall

be entitled to rely upon the advice of, or information obtained from, any professional

adviser or other person instructed by him considered by them in good faith to be

competent.

23.10 For the purpose of any acknowledgements or agreements as to, or provisions of,

exclusions of liability or indemnity in favour of the Supervisors in this Proposal, the

CVA or any collateral arrangements or agreement relating to the same, references to

the Supervisors where the context so permits shall mean and include their present and

future firm or firms, members, partners and employees, and any legal entity or

partnership using its names, the firm Deloitte LLP, any successor or merged firm and

the members, partners, shareholders, officers and employees of such entity or

partnership.

23.11 The Company shall not hold out the Supervisors or their firm as agents of the

Company or their business save that, in exercising their powers under the CVA, the

Supervisors shall act as the Company’s agent. Without prejudice to the generality of

the foregoing, the Supervisors shall be entitled to an indemnity on demand from the

Company against:

(a) (in the absence of fraud, gross negligence or wilful default) all actions, claims,

proceedings and demands brought or made against them or any of them in

respect of the conduct of the CVA and in respect of all remuneration, expenses

and liabilities and obligations incurred by them in carrying out their functions;

and

(b) any liability incurred by them in defending any proceedings, whether civil or

criminal, in which judgment is given in their favour or they are acquitted.

23.12 The Company shall indemnify the Supervisors on demand for any Liability incurred

by them in defending the CVA or any challenge to the CVA, without prejudice to the

Court’s power to order any person to pay the costs of and occasioned by such

proceedings.

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23.13 The Supervisors may apply to the Court for the purpose of obtaining directions in

accordance with the Insolvency Act without reference to the CVA Creditors. If

directions are given by the Court then, to the extent required, the CVA shall be

modified accordingly.

23.14 The Supervisors shall have the power to do all things ancillary to the matters referred

to in this Clause 23 (Powers And Intentions of the Supervisors) or which are otherwise

required to be done by the Supervisors in accordance with the CVA.

24 The Supervisors’ Remuneration

24.1 The fees of the Supervisors will be calculated by reference to the time properly given

by them and their staff in attending to matters arising in connection with the CVA

Proposal and the CVA. A fee estimate has been provided by proposed Nominees in

respect of the work they anticipate will need to be done as Supervisors and the

estimated cost for doing each aspect of that work.

24.2 The fees of the Supervisors will be paid by the Company in line with the fee estimates

set out in paragraph 3 of Schedule 4 (Statutory and Financial Information).

24.3 Costs and expenses (including but not limited to legal costs and expenses) incurred by

the Supervisors shall be invoiced to the Supervisors who will in turn invoice the

Company and shall be paid by the Company.

24.4 The Supervisors' fees will be invoiced monthly (or at such other frequency as the

Supervisors determine appropriate) to the Company and shall be paid by the Company

promptly.

25 No Creditors’ Committee

There shall be no creditors’ committee for the CVA.

26 No Warranties or Representation

Neither the Directors, nor the Nominee, nor the Supervisors, give any warranties and

they make no representations in relation to the information contained in this Proposal

and its Schedules.

27 Vacancy In Office of Supervisors

If there is a vacancy in the office of Supervisor, the remaining Supervisors shall

forthwith appoint as a replacement Supervisor a qualified insolvency practitioner.

28 Variation

28.1 Subject to Clause 28.3, the Company will have the power at any time after the

Effective Date, if it considers it expedient to do so, to modify the provisions of the

CVA without the consent of the CVA Creditors provided:

(a) such modifications do not materially alter the effect or economic substance of

the CVA; and

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(b) the Supervisors have confirmed that, in their opinion (acting reasonably), the

modifications do not materially alter the effect or economic substance of the

CVA.

28.2 The Directors shall inform the CVA Creditors and the Company of any such

modifications and such modifications shall be binding on the CVA Creditors and the

Supervisors and the CVA shall take effect accordingly.

28.3 No modification to or variation of the CVA shall be permitted if the effect of the

modification would require the Ordinary Unsecured Creditors to accept payment of

less than 100 pence in the pound in respect of Ordinary Unsecured Liabilities.

28.4 The Company shall have the power to agree any surrender or modification to any

Compromised Lease or any Category A Lease with the consent of the relevant

Compromised Landlord or Category A Landlord and for the avoidance of doubt, any

such surrender(s) or modification(s) shall not be deemed to materially alter the effect

of the CVA and shall not require notice to be given nor the consent of the CVA

Creditors.

29 Material Variation of the CVA

29.1 Subject to Clause 29.2, in respect of any modification which does materially alter the

effect or economic substance of the CVA, the Supervisors or the Company must seek

the consent of the CVA Creditors to such modification, in accordance with this Clause

29.1. No such modification can be made without the consent of the Company.

29.2 The Supervisors or the Directors may at any time after the Effective Date seek a

decision of the Company’s creditors (through the use of a qualifying Decision

Procedure) for the purpose of varying the CVA. The notice of the relevant Decision

Procedure shall set out the proposed variation(s) and will be accompanied by the

Supervisors’ (or Directors’) report giving the reasons for the variation or variations.

29.3 A variation to the CVA under this Clause 29 (Material Variation of the CVA) shall

require the same approvals of the Company’s creditors as are required for the

approval of the original CVA, but shall not require approval of the shareholders.

29.4 So far as is possible, the Decision Procedure referred to in Clause 29.2 above shall be

conducted in accordance with section 4 of the Insolvency Act and Rules 2 and 15 of

the Insolvency Rules except that:

(a) reference to the proposal shall be taken as references to the proposed variation;

(b) references to the nominee shall be taken as references to the Supervisors; and

(c) all CVA Claims (including the Preferential Liabilities) shall be calculated as at

the date of the original Decision Date in respect of this Proposal.

29.5 Section 6 of the Insolvency Act shall apply to the relevant Decision Procedure as it

does to a Decision Procedure under section 3 of the Insolvency Act, except that an

application to Court may be brought at any time within the twenty-eight (28) days

following the Decision Date in respect of the variation but may not be brought after

such period.

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29.6 Without prejudice to the rights of any person to make an application to the Court

under section 7(3) of the Insolvency Act, it shall be for the Supervisors to determine

whether any proposed modification materially alters the effect of the CVA.

30 Set-off

The equivalent rules of set-off as they would be applied in a liquidation of the

Company shall apply in respect of any payments made in accordance with the terms

of the CVA.

31 Assignments

31.1 Without prejudice to Clause 30 (Set-off), the rights of the CVA Creditors under the

CVA shall be assignable. However, the Company shall not be bound by any

assignment (or assignation) unless and until notice is given in writing to the Company

and the Supervisors. Notice should be given no later than the Claims Date.

31.2 If a Compromised Landlord gives notice in writing to the Company and the

Supervisors that it wishes its Compromised Lease Fund Payment be paid to another

person, or that it has assigned its entitlement to another person, the Supervisors shall

pay the relevant Compromised Lease Fund Payment to that other person accordingly.

Any such notice must specify the name and address of the person to whom payment is

to be made.

32 Completion or termination of the CVA

32.1 Within 28 (twenty-eight) days of the Supervisors having satisfied themselves insofar

as is reasonably practicable that the arrangements contained in the CVA have been

fully implemented, they shall inform the Company in writing that the CVA has been

fully implemented by delivering a Notice of Completion to the Landlords and the

Company. The Ordinary Unsecured Creditors, Preferential Creditors and members of

the Company waive the right to receive either a Notice of Completion or the

Supervisor’s report which would otherwise be required to be delivered in accordance

with Rule 2.44 of the Insolvency Rules.

32.2 The CVA Creditors, other than Landlords, and members of the Company waive the

right to receive the Supervisors’ annual report and abstract of receipts and payments

required to be delivered pursuant to Rule 2.41 of the Insolvency Rules.

32.3 The Supervisors shall be entitled to terminate the CVA:

(a) if a Challenge Application is served prior to the expiry of the Challenge

Period, and it has not been dismissed;

(b) if a Challenge Application is threatened in writing prior to the expiry of the

Challenge Period, unless such application has been served prior to the expiry

of the Challenge Period and has been dismissed, or the time period allowed

under the Insolvency Act for making such an application has expired or the

Supervisors are satisfied, in their sole discretion, that there is no merit in such

threatened application; or

(c) if the Company fails to comply with its obligations under the CVA.

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32.4 The CVA shall terminate if the Company goes into administration or liquidation.

32.5 If the Supervisors terminate the CVA pursuant to Clause 32.3, they shall inform the

Company in writing that they are proposing to terminate the CVA by delivering a

Notice of Termination to the Landlords and the Company. The Ordinary Unsecured

Creditors, Preferential Creditors and members of the Company waive the right to

receive either a Notice of Completion or the Supervisor’s report which would

otherwise be required to be delivered in accordance with Rule 2.44 of the Insolvency

Rules.

32.6 Save for the provisions of Clause 23 (Powers And Intentions of the Supervisors),

Clause 33 (Notices), Clause 34 (No Personal Liability) and Clause 35 (Governing

Law and Jurisdiction), and any other provisions relating to the compromise of CVA

Claims of CVA Property Creditors, all of which shall survive termination, the

obligations under the CVA shall terminate on the date on which the Supervisors send

a Notice of Termination in accordance with Clause 32.5 or on the date of

administration or liquidation of the Company.

32.7 It is expected that the CVA will complete on or before the third anniversary of the

Effective Date.

33 Notices

33.1 A notice to be given to the Supervisors or the Company:

(a) must be given in writing;

(b) may be sent by post or may be delivered as aforesaid but shall only be deemed

delivered upon actual receipt, provided that if such receipt occurs on a day that

is not a Business Day, or after 5:30 p.m. on any Business Day, such notice

shall be deemed to have been received at 9:30 a.m. on the next Business Day;

and

(c) must be addressed both to the Supervisors and to the Company, and (i) ) in the

case of the Supervisors, at the address set out in Part 1 of Schedule 11

(Supervisors' and Legal Advisors' Details and Addresses for Notices), and (ii)

in the case of the Company, at the address set out in Part 3 of Schedule 11

(Supervisors' and Legal Advisors' Details and Addresses for Notices) .

33.2 A notice shall be expressed in the English language unless such notice is given by a

CVA Creditor who has his habitual residence, domicile or registered office in a

Member State of the European Union other than the U.K., in which case it may be

given in the official language or one of the official languages of that other Member

State.

33.3 Any notice given under the CVA by a Supervisor or the Company to any person shall

be sufficiently delivered by posting the same by first class or airmail post or leaving

the same at the address of such person last known to the Company or if an electronic

address is provided in a Notice of Claim (or otherwise) by e-mail or fax. If such

notice is posted, it shall be deemed to have been received by the addressee 48 hours

after the same shall have been posted. If such notice is sent by e-mail or fax, it shall

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be deemed to have been delivered to the recipient no later than 9:00 a.m. on the next

Business Day after it was sent. For the avoidance of doubt, any notice other than a

notice required to be delivered personally, to be given under the CVA by a Supervisor

to any person, shall be sufficiently delivered by posting the same to the website set up

for the Company at www.deloitte.com/uk/newlook, save where hard copy documents

have been requested.

33.4 A notice which is signed by a person authorised by an individual CVA Creditor on his

behalf may be rejected by the Supervisors if it is not accompanied by a power of

attorney duly executed by the CVA Creditor in favour of such person whereby such

person is authorised to execute the notice concerned, or by a copy of such power of

attorney certified as a true copy thereof by a solicitor or notary or a person authorised

to administer oaths in any relevant jurisdiction, together with a statutory declaration

made by the donee of the power, stating that such power had not been revoked prior

to his signature of such notice. In the case of a notice which is signed on behalf of a

CVA Creditor which is a corporation or other legally constituted person or a

partnership, the Supervisors shall not be required to make enquiry as to the authority

of the signatory to sign such notice on behalf of such CVA Creditor.

34 No Personal Liability

None of the Directors, the Supervisors, their firm, their staff, their advisers or any

agents employed by them shall incur any personal liability whatsoever arising

howsoever whether directly or indirectly in connection with the preparation,

implementation or conduct of the CVA, this Proposal in general or in connection with

any associated agreement or arrangement.

35 Governing Law and Jurisdiction

35.1 The CVA and any non-contractual obligations arising out of or connected with the

CVA are governed by and shall be construed in accordance with English law.

35.2 The Court shall have exclusive jurisdiction in respect of the CVA.

36 EU Regulation on Insolvency Proceedings

36.1 The EU Regulation on Insolvency Proceedings applies and these proceedings are

main proceedings as defined by Article 3 of the EU Regulation on Insolvency

Proceedings. Pursuant to the EU Regulation on Insolvency Proceedings, the courts of

the European Union Member States (other than Denmark) will recognise these

proceedings. These proceedings do not interfere with the rights in rem of creditors

situated in such other Member States.

36.2 The Premises do not include any premises situated outside of the U.K.

36.3 CVA Creditors who are located outside of the U.K. shall be entitled to the same rights

to make CVA Claims and receive Compromised Lease Fund Payments as CVA

Creditors located in the U.K.

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Schedule 1

Definitions and Interpretation

Part 1

Definitions

Except where a contrary intention appears, the following terms have the following meanings

when used herein (including in the Schedules):

“Allowed CVA Claim” means, in relation to a CVA Claim, such CVA Claim or that part of

such CVA Claim that is admitted by the Supervisors or has been determined in a final and

binding manner in accordance with Clause 16 (Compromised Landlords: Notice and

Acceptance of Claim).

“Amended Contractual Rent” means the Compromised Lease Rent payable under Clause

10.4 in respect of Category B1 Leases, Clause 10.5 in respect of Category B2 Leases and

Clause 10.6 in respect of Category B3 Leases and Clause 12.3 in respect of Category C

Leases, in each case during the Rent Concession Period.

“Assets” means all of the assets of the Company in any part of the world, whether tangible or

intangible (including cash) and whether present or future.

“Books of Council and Session” means the registers of deeds, judgments and protests under

Scots law.

“Brand” means all trademarks, logos or other Company or Group Company branding.

“Business Day” means a day other than a Saturday or Sunday or public holiday in England,

Wales, Scotland and Northern Ireland.

“Category A End Date” means the payment date falling 3 years after the Next Payment Date.

“Category A Landlord” means a person entitled to the reversion immediately expectant

upon the termination of a Category A Lease (but excluding a Contingent Property Creditor),

including its successors and assigns.

“Category A Lease Rent” means any annual rent, service charge and insurance charge

payable under the terms of the relevant Category A Lease and any additional periodic amount

payable on a quarterly basis under the terms of the relevant Category A Lease, including any

Turnover Rent.

“Category A Leases” means those real estate leases or agreements for lease (including any

leases that may from time to time be entered into in respect of such agreements for lease) the

details of which are listed in Schedule 5 (List of Category A Leases) and “Category A Lease”

shall mean any of them.

“Category A Premises” means any premises demised in the Category A Leases and as the

context admits any one of such Category A Leases.

“Category B End Date” means the payment date falling 3 years after the Next Payment Date.

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“Category B Landlord” means a person entitled to the reversion immediately expectant

upon the termination of a Category B Lease (but excluding a Contingent Property Creditor),


“Category B Lease” means the Category B1 Leases, the Category B2 Leases and the

Category B3 Leases (or any of them, as the context admits).

“Category B Lease Rent” means any annual rent, service charge and insurance charge

payable under the terms of the relevant Category B Lease and any additional periodic amount

under the terms of the relevant Category B Lease, including any Turnover Rent.

“Category B Premises” means the Category B1 Premises, the Category B2 Premises and the

Category B3 Premises (or any of them, as the context admits).

“Category B1 Leases” means those real estate leases or agreements for lease the details of

which are listed in Schedule 6 (List of Category B1 Leases) and “Category B1 Lease” shall

mean any of them.

“Category B1 Premises” means any premises demised in the Category B1 Leases and as the

context admits any one of such Category B1 Leases.



mean any of them.





mean any of them.



“Category C End Date” means six (6) months after the Effective Date.

“Category C Landlord” means a person entitled to the reversion immediately expectant

upon the termination of a Category C Lease (but excluding a Contingent Property Creditor),


“Category C Leases” means those real estate leases or agreements for lease the details of

which are listed in Schedule 9 (List of Category C Leases) and “Category C Lease” shall

mean any of them.

“Category C Premises” means any premises demised in the Category C Leases and as the

context admits any one of such Category C Leases.

“CBRE” means CBRE Limited, a private limited company registered in England and Wales

with company number 3536032 and its registered office at St. Martin’s Court, 10 Paternoster

Row, London, EC4M 7HP, United Kingdom.

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“Challenge Application” means an application made to the Court under sections 4A(3) or

6(1) of the Insolvency Act or under Rule 15.35 of the Insolvency Rules prior to expiry of the

Challenge Period.

“Challenge Period” means in respect of a particular person, the period ending on the latest

date upon which that person is entitled to make an application to the Court under, and in

accordance with, any of section 4A(3) or section 6(1) of the Act or Rule 15.35 of the

Insolvency Rules.

“Claims Date” means 21 September 2020.

“Company” means New Look Retailers Limited the details of which are set out in the table

in Part 1 of Schedule 3 (Corporate Information).

“Completion Date” means the date on which the Supervisors send a Notice of Completion to

the Company in accordance with Clause 32.1.

“Compromised Contingent Property Creditor” means any Contingent Property Creditor

which would not in relation to a Liability relating to one or more Compromised Premises be

entitled to prove in a Notional Liquidation of the Company and/or to receive a dividend on

any proof submitted whether as a consequence of:

(a) the rule against double proof;

(b) the rule in Cherry v Boultbee [(1839), 4 My. & C. 442 (Ch)]; or

(c) any non-competition or analogous agreement, or otherwise howsoever.

“Compromised Landlords” means the Category B1 Landlords, the Category B2 Landlords,

the Category B3 Landlords, the Category C Landlords and the Compromised Contingent

Property Creditors and “Compromised Landlord” shall mean any one of them.

“Compromised Lease Fund” means the compromised lease fund established by the

Company pursuant to Clause 15 (The Compromised Lease Fund).

“Compromised Lease Fund Payment” means any payment by the Supervisors or the

Company pursuant to the terms of Clause 15 (The Compromised Lease Fund).

“Compromised Lease Rent” means any annual rent, service charge and insurance charge

payable under the terms of the relevant Compromised Lease and any additional periodic

amount payable under the terms of the relevant Compromised Lease, including any Turnover

Rent.

“Compromised Leases” means the Category B1 Leases, Category B2 Leases, the Category

B3 Leases and the Category C Leases and “Compromised Lease” shall mean any one of

them.

“Compromised Premises” means the Category B1 Premises, the Category B2 Premises, the

Category B3 Premises and the Category C Premises (or any one of them, as the context

admits).

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“Compromised Premises Guarantor” means any guarantors (other than the Company) of

the Company in relation to Compromised Leases.

“Connected Creditors” has the meaning given to it in paragraph 1.9 of Schedule 4

(Statutory and Financial Information).

“Contingent Property Creditor” means each:

(a) Previous Tenant;

(b) Previous Tenant Guarantor;

(c) Current Tenant Guarantor.

(d) Compromised Premises Guarantor;

(e) Sub-Tenant;

(f) Previous Landlord; and

(g) Superior Landlord.

“Contingent Property Liability” means any contingent Liability of the Company to a

Previous Tenant, a Previous Tenant’s Guarantor, a Compromised Premises Guarantor, a

Previous Landlord or a Superior Landlord in respect of a Compromised Lease or Previous

Lease (as the case may be) which arises by an express or implied right of indemnity or by

subrogation, authorised guarantee agreement, guarantee of an authorised guarantee agreement

or otherwise or any contingent Liability of the Company to a Sub-Tenant in respect of

Compromised Premises.

“Continuing Contingent Property Creditor” means any Contingent Property Creditor

which is not a Compromised Contingent Property Creditor.

“Contractual Rent” means the annual rent passing under the relevant Compromised Lease

immediately prior to the Creditors’ Meeting Date (as adjusted for the impact of any

subsequent contractual rent review) including, where there is a Turnover Rent, the base or

other minimum level of rent payable notwithstanding turnover, including any rent due and

payable to a Landlord at the Effective Date as a result of outstanding rent reviews but not

including any Turnover Rent.

“Court” means the High Court of Justice of England and Wales.

“Creditors” means the CVA Creditors and “Creditor” means any one of them.

“Creditors’ Meeting” means the meeting of the Creditors of the Company convened by the

Nominees pursuant to section 3 of the Insolvency Act and the Insolvency Rules (including

any adjournment thereof).

“Creditors’ Meeting Date” means the date on which the Creditors’ Meeting is held.

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“Current Tenant Guarantors” means all guarantors of the Company in relation to the

Compromised Premises who have an actual or contingent Liability in respect of the leases of

the Compromised Premises or under an authorised guarantee agreement.

“CVA” means the company voluntary arrangement between the Company and its CVA

Creditors under Part I of the Insolvency Act on the terms set out herein.

“CVA Claim” means any claim against the Company in respect of a CVA Liability.

“CVA Creditor” means any person to whom the Company owes a CVA Liability (including

its successors in title, assignees and transferees in respect of that CVA Liability).

“CVA Liability” means any Liability of the Company which would be provable under Rule

14.2 of the Insolvency Rules against the Company if it had been wound up on the Creditors’

Meeting Date.

“CVA Property Creditor” means each Compromised Landlord and each Contingent

Property Creditor.

“CVA Related Event” means:

(a) any Group Company commencing negotiations with one or more of its

creditors with a view to rescheduling any of its indebtedness or any Group

Company commencing any restructuring or negotiations of the same with its

secured creditors; or

(b) the announcement, issue or making or coming into effect of the CVA or the

Proposal or the Decision Procedure; or

(c) the convening of the Creditors’ Meeting; or

(d) the Company becoming insolvent or being deemed to be insolvent or deemed

to be unable to pay its debts as they fall due as a result of the matters referred

to in Paragraphs (a) and (c) of this definition; or

(e) any cross default provision triggered as a result of any of the matters referred

to in paragraphs (a) to (d) (inclusive) above; or

(f) the liquidation of any Group Company which results in any claim against the

Company, in its capacity as guarantor or otherwise.

“Decision Date” means 21 March 2018.

“Decision Procedure” has the meaning given to it in paragraph 3.2 (What is a CVA?) of Part

I (Introduction).

“Deduction Amount” has the meaning given to it in paragraph 5 of Schedule 2 (Calculation

of Landlords’ Claims).

“Deloitte LLP” means a limited liability partnership registered in England and Wales with

registered number OC303675 and its registered office at 2 New Street Square, London EC4A

3BZ, United Kingdom.

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“Directors” means Alistair McGeorge, Richard Collyer and Roger Wightman as at the date

of issuance of this proposal.

“Dispute Accountant” has the meaning given to it in Clause 17.5 (Disputed Claims).

“Disputed Claim” means a CVA Claim, or any portion of a CVA Claim, which is not an

Allowed CVA Claim.

“Disputed Claim Amount” has the meaning given to it in Clause 17.4 (Disputed Claims).

“Disputed Claim Notice” has the meaning given to it in Clause 17.2 (Disputed Claims).

“Effective Date” means the date on which the Proposal is approved by the requisite majority

of CVA Creditors at the Creditors’ Meeting.

“Employees” means employees employed by a Group Company as at the Creditors’ Meeting

Date and “Employee” means any of them.

“Employee Preferential Claim” means any claim by an Employee in respect of a

Preferential Liability.

“Estimated Outcome Statement” means the estimated outcome statement in respect of the

Company set out in Schedule 10 (Estimated Outcome Statement).

“EU Regulation on Insolvency Proceedings” means Regulation (EU) No. 2015/848 of the

European Parliament and of the Council of 20 May 2015 on insolvency proceedings.

“Excluded Creditors” means any creditor of the Company to whom the Company owes an

Excluded Liability.

“Excluded Liability” means the Liabilities of the Company which are:

(a) Preferential Liabilities;

(b) Employees’ claims for wages and other Liabilities; and

(c) Secured Liabilities.

“Extract” means the formal copy of a legal document which has equivalent status under

Scots law to the original deed.

“Group” means New Look Retail Group Limited and its subsidiary undertakings and holding

companies from time to time and any subsidiary undertakings of such holding companies and

“Group Company” means any of them.

“Guaranteed Lease” means the Lease which has the benefit of a guarantee, indemnity or

surety of the Company’s obligations provided by a Group Company, which is listed in

Schedule 12 (List of Guarantees) (whether contained in the lease, licence or any other

documentation).

“Insolvency Act” means the Insolvency Act 1986 (as amended from time to time).

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“Insolvency Rules” means the Insolvency (England & Wales) Rules 2016 (as amended from

time to time).

“Inter-Company Debts” means debts owed by the Company to other Group Companies.

“Land Registry” means Her Majesty's Land Registry in England and Wales or the Land

Register of Scotland or its Northern Irish equivalent (as the case may be).

“Landlords” means each Compromised Landlord and each Category A Landlord.

“Lease Assignment Date” has the meaning given to it in Clause 13 (Rent Concession

Agreement).

“Lease Fund Trigger Date” has the meaning given to it in Clause 15.5.

“Leases” means each Compromised Lease and each Category A Lease.

“Liability” means any obligation of a person, whether it is present, future or contingent,

whether or not its amount is fixed or liquidated, whether or not it is disputed, whether or not

it involves the payment of money, whether it is secured or unsecured and whether it arises at

common law, in equity, by contract, or by statute in England or in any other jurisdiction, or

by any order, judgment, decree or any other act of any court (including without limitation to

the foregoing generality, the Court) or in any other manner whatsoever.

“Market Rent” means the open market rent ascertained in accordance with the rent review

provisions of the relevant Lease (and to the extent that any Lease contains market rent review

provisions which do not come into effect until a later date pursuant to the provisions of the

relevant Lease, such market rent review provisions will apply). For the purposes of any such

rent review, the following matters and provisions of the relevant Lease will be disregarded (to

the extent these are not already disregarded by the relevant Lease):

(a) the existence of the CVA;

(b) any stepped, fixed, geared, indexed or other automatic uplifts or increase in

the relevant rent review provisions; and

(c) any provision which prevents the rent being reviewed below a set amount,

including any “upwards only” provision.

“Meetings” means the Creditors’ Meeting and the Shareholder’s Meeting.

“Minimum Remaining Term” means in relation to a Lease, the period commencing on the

Next Payment Date and expiring on the earlier of (1) the date being the expiry of the

contractual term of the relevant Lease; and (2) the first date on which the Lease could be

terminated on the basis that the relevant Company exercises any option to which it is entitled

to bring the Lease to an end.

“Next Payment Date” means the next date falling after (and excluding) the Creditors’

Meeting Date in respect of the CVA on which principal rent is payable under a Lease.

“Next Quarter Day” means the next day falling after the Category A End Date on which rent

is payable under the relevant Lease.

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“Nominee” means the nominee in respect of the Proposal as defined in section 1(2) of the

Insolvency Act.

“Notice of Claim” means a notice to be sent by a creditor to the Supervisors in accordance

with Clause 16 (Compromised Landlords: Notice and Acceptance of Claim) substantially in

the form contained in Schedule 17 (Notice of Claim).

“Notice of Effectiveness” means the notice to be published by the Supervisors in accordance

with Clause 2 (Effectiveness of the CVA) substantially in the form contained in Schedule 18

(Notice of Effectiveness).

“Notice of Completion” means the notice to be sent by the Supervisors in accordance with

Clause 32 (Completion or termination of the CVA) substantially in the form contained in

Schedule 20 (Notice of Completion).

“Notice of Meeting” means the notice of the Creditors’ Meeting and of the Shareholder’s

Meeting to approve the Proposal substantially in the form set out in Schedule 15 (Notices of

Meetings).

“Notice of Termination” means the notice to be sent by the Supervisors in accordance with

Clause 32.5 (Completion or termination of the CVA) substantially in the form contained in

Schedule 19 (Notice of Termination).

“Notice Period” has the meaning given to it in Clause 10.8 or Clause 12.6, as appropriate.

“Notice to Quit” has the meaning given to it in Clause 10.10.

“Notice to Vacate” has the meaning given to it in Clause 10.8 or Clause 12.6, as appropriate.

“Notional Liquidation” means a notional liquidation of the Company as though a winding-

up order had been made pursuant to section 125 of the Insolvency Act as at the Effective

Date and on the assumption that the Summary Statement of Affairs accurately reflects the

financial position of the Company in such liquidation.

“Ordinary Unsecured Arrangement” means any contract, agreement, arrangement or

relationship between an Ordinary Unsecured Creditor and the Company under which an

Ordinary Unsecured Liability arises and which was not entered into by that Ordinary

Unsecured Creditor as:

(a) a Compromised Contingent Property Creditor;

(b) a Landlord; or

(c) an Excluded Creditor.

“Ordinary Unsecured Creditors” means each creditor to whom the Company owes an

Ordinary Unsecured Liability.

“Ordinary Unsecured Liability” means any Liability of the Company to a creditor other

than any liability owed to that creditor as:

(a) a Compromised Contingent Property Creditor;

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(b) a Landlord; or

(c) an Excluded Creditor.

“Preferential Creditors” means those creditors of the Company with Preferential Liabilities.

“Preferential Liabilities” mean those Liabilities of the Company which would be

preferential within the meaning of the Insolvency Act.

“Premises” means any of the Compromised Premises or the Category A Premises as the case

may be.

“Prescribed Part” has the meaning give to it in paragraph 1.11 of Schedule 4 (Statutory and

Financial Information).

“Previous Landlord” means the landlord for the time being pursuant to any Previous Lease.

“Previous Lease” means any real estate leases or agreement for lease lawfully assigned by

the Company or any Group Company prior to the Effective Date.

“Previous Tenants” means all previous tenants who have an actual or contingent Liability in

respect of the Compromised Premises.

“Previous Tenant Guarantors” means all guarantors of the Previous Tenants in relation to

the Compromised Premises who have an actual or contingent Liability in respect of the leases

of the Compromised Premises or under an authorised guarantee agreement.

“Proposal” means the proposals of the Directors for the CVA (comprising these terms of the

CVA).

“Proxy Form” means a form of proxy for the Creditors’ Meeting or for the Shareholder’s

Meeting substantially in the form contained in Schedule 16 (Forms of Proxy).

“Rates” means any non-domestic rates in respect of properties within the meaning of the

Relevant Rating Legislation.

“Relevant Rating Legislation” means:

(a) in the case of any Premises located in England and Wales, the Local

Government Finance Act 1988, the Non-Domestic Rating (Unoccupied

Property) (England) Regulations 2008, the Non Domestic Rating (Unoccupied

Property) (Wales) Regulations 2008 and the Rating (Empty Properties) Act

2007; and

(b) in the case of any Premises located in Scotland, any rates, the proceeds of

which are applicable to public local purposes and which are leviable in respect

of lands and heritages including, but not restricted to, nondomestic rates levied

in accordance with sections 7, 7A and 7B of the Local Government (Scotland)

Act 1975; and

(c) in the case of any Premises located in Northern Ireland, Schedule 8A of the

Rates (Northern Ireland) Order 1977 as amended by the Rates (Amendment)

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(Northern Ireland) Order 2006 and paragraph 7 of the Non-Domestic Rating

(Unoccupied Property) Regulations (Northern Ireland) 2004.

“Rent Concession Period” means:

(a) for each Category A Lease and each Category B Lease, the period

commencing on the Next Payment Date and ending on the earlier of:

(i) the date that the relevant Lease expires or is otherwise determined; or

(ii) the payment date falling three (3) years after the Next Payment Date;

(b) for each Category C Lease, the period commencing on the Next Payment Date

and ending on the earlier of:

(i) the date that the relevant Lease expires or is otherwise determined; or

(ii) the date falling six (6) months after the Next Payment Date.

“Secured Creditors” means a secured creditor of the Company within the meaning of

section 248 of the Insolvency Act.

“Secured Liabilities” any liability of the Company in respect of which the relevant creditor

(including the Secured Creditors) holds Security over Assets of the Company.

“Security” shall have the meaning ascribed to it by section 248(l)(b) of the Insolvency Act.

“Shareholder” means the sole shareholder of the Company as at the date of the

Shareholder’s Meeting.

“Shareholder’s Meeting” means the meeting of the Shareholder of the Company governed

by the Nominees pursuant to section 3 of the Insolvency Act and the Insolvency Rules.

“Shareholder’s Meeting Date” means the date on which the Shareholder’s Meeting is held.

“Shares” means any shares of any class in the share capital of the Company.

“Sub-Tenant” means a person with rights of occupation and use (whether as tenant, licensee

or concessionaire) of Compromised Premises which are derived out of any Compromised

Lease.

“Summary Statement of Affairs” means the summary of the Directors’ statement of affairs

in respect of the Company as set out in Schedule 21 (Summary Statement of Affairs as at 20

January 2018).

“Superior Landlord” means any person or persons with an interest in a Category A

Premises and/or a Compromised Premises superior to that of the immediate landlord of the

Company in relation to any of those Premises.

“Supervisors” means jointly and severally the Nominees or such other person(s) as the

Meetings may elect to act as supervisor(s) of the CVA or who is elected pursuant to Part V

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(Terms of the Company Voluntary Arrangements) or Clause 27 (Vacancy In Office of

Supervisors) to act as supervisor(s) of the CVA.

“Third Party Property” means any property owned by a Third Party Supplier.

“Third Party Supplier” means any individual or entity who supplies, or has supplied, Third

Party Property to the Company at any Compromised Premises without passing ownership to

the Company.

“Total Rent” has the meaning given to it in Schedule 2 (Calculation of Landlords’ Claims)

paragraph 4.

“Turnover Rent” means turnover based rent in respect of Premises as provided for in the

relevant Leases being the amount payable in excess of the Contractual Rent based on a

percentage of turnover generated at the Premises paid on an annual basis pursuant to the

terms of current Leases.

“U.K.” means the United Kingdom of Great Britain and Northern Ireland.

“Unsecured Creditor” means any person to whom the Company owes a CVA Liability but

excluding Secured Liabilities and Preferential Liabilities.

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any

other tax of a similar nature.

“Website” means the website indicated in the letter sent by Nominees to creditors on 7

March 2018.

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Part 2

Interpretation

Part and Clause headings and the table of contents are inserted for convenience of reference

only and shall be ignored in the interpretation of the CVA.

In these terms of the CVA, unless the context otherwise requires:

(a) references to Parts and Clauses are to be construed as references to the parts

and clauses of these terms of the CVA and references to Schedules to be

construed as references to the schedules to these terms of the CVA;

(b) references to (or to any provision of) the CVA shall be construed as references

to the CVA or that provision as in force for the time being and as amended in

accordance with its terms;

(c) words importing the plural shall include the singular and vice versa and the

masculine, feminine or neuter gender shall each include the other genders;

(d) references to a person shall be construed as including references to an

individual, firm, company, corporation unincorporated body of persons or any

state or any agency thereof; and

(e) references to any enactment or statutory instrument shall be to such enactment

or statutory instrument as amended and in force on the date of this document.

For the purposes of any indemnity in the CVA, references to the Supervisors shall, where the

context so permits, include their present and future firm or firms, fellow members, partners

and employees, and any legal entity or partnership of which they are a member, partner,

officer or employee and the partners, fellow members, shareholders, officers and employees

of such entity or partnership.

Insofar as any of the Premises are located in Scotland or Northern Ireland, and unless

otherwise specifically provided, references in the CVA to English conveyancing terminology,

conveyancing practices and procedures shall be construed as the nearest equivalent practice

in terms of Scots or Northern Irish law (as applicable) and all relevant parties shall be obliged

to act reasonably in agreeing the same in order to give effect to the terms of the CVA.

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Schedule 2

Calculation of Landlords’ Claims

Part 1

Valuation of Landlords’ Claims

1. A Landlord’s CVA Claim shall be based on the assumptions in Part 2 (Landlord

Assumptions) of Schedule 2 (Calculation of Landlord’s Claims) and calculated in

accordance with the following:

(a) any arrears of principal rent, dilapidations, service charge and insurance under

that relevant Lease; plus

(b) the Total Rent; less

(c) the Deduction Amount.

2. For voting purposes:

(a) the chairman will admit a CVA Claim of a Landlord if it is calculated in

accordance with paragraph 1 of this Part 1 (Valuation of Landlords’ Claims)

of Schedule 2 (Calculation of Landlord’s Claims) less a discount of 75%

(seventy-five per cent) to reflect the nature of the test set out in Rule 15.31 (3)

of the Insolvency Rules; and

(b) claims will be calculated in accordance with the formula as set out in Part 2

(Landlord Assumptions) of Schedule 2 (Calculation of Landlord’s Claims).

3. For the purposes of a Compromised Landlord’s CVA Claim under Clause 15 (The

Compromised Lease Fund), the Supervisors will admit a CVA Claim of a

Compromised Landlord if it is calculated in accordance with paragraph 1 of this Part

1 (Valuation of Landlords’ Claims) of Schedule 2 (Calculation of Landlord’s Claims).

4. The “Total Rent” means in respect of particular Premises, the total amount of unpaid

rent assessed to be due to the relevant Landlord for the Minimum Remaining Term

under the relevant Lease.

5. The “Deduction Amount” will reduce the CVA Claim of the Landlord and will

include the items set out in elements 3, 4, and 6 in Part 2 (Landlord Assumptions) of

Schedule 2 (Calculation of Landlord’s Claims).

6. A worked example of the valuation process set out at paragraph 5 of this Part 1

(Valuation of Landlords’ Claims) of Schedule 2 (Calculation of Landlord’s Claims),

to be used when calculating claims for voting purposes and claims which are

unliquidated as at the Claims Date, is contained at Part 3 (Worked Example) of

Schedule 2 (Calculation of Landlord’s Claims).

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Part 2

Landlord Assumptions

CBRE was instructed by the Company to provide the Directors with desktop market advice to

support the calculation of Landlords’ claims. CBRE has specifically estimated the terms on

which Landlords would be able to re-let their premises in the current market, forming

assumptions that it believes to be appropriate to reflect current market conditions and

adopting standard current prevailing lease terms. As part of this exercise, CBRE has

considered the rent which is likely to be achieved and any incentive on-going tenants could

be expected to seek.

CBRE has confirmed that it believes that it is reasonable to include these general assumptions

to the calculation of claims for voting purposes.

Consequently, the Directors propose that Landlords’ claims should be made up of six

elements:

1. Any arrears of principal rent, dilapidations and service charge; plus

2. Rent, service charge and insurance to the earliest possible Lease expiry date; less

3. A deduction amount representing the potential for Landlords to re-let the Premises.

The deduction amount will be calculated incorporating CBRE’s advice regarding the

number of months it will take Landlords to re-let their respective Premises as well as

the rent-free incentive period they should be expected to offer in order to receive the

same level of rent; less

4. A deduction amount equal to any rent and service charge receivable from any Sub-

Tenant for the period of the sub-tenancy; plus

5. An allowance for dilapidations based on CBRE’s assessment of each of the Premises,

of £10 per square foot; less

6. A deduction amount being the aggregate of elements 2 to 5 discounted to net present

value at a rate of 5% (five per cent) to take into account the benefit of receiving

monies now rather than waiting for payments received in the future.

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Part 3

Worked Example

Key facts

Years to expiry of lease / lease break clause A 10

Annual principal rent (£) B 250,000

Estimated Rental Value (ERV) (£) C 200,000

Arrears in principal rent and service charge (£) D 40,000

Annual service charge (£) E 10,000

Annual insurance (£) F 10,000

Square footage G 10,000

Void period (years) H 1

Rent-free period (years) I 1

Dilapidations estimate per square foot (£) J 10

Annual sub tenant income (£) K 10,000

Discount factor L 5%

£ £

The landlord claim is calculated as follows:

Principal rent and service charge arrears (D) 40,000

Plus:

Annual principal rent, service charge and insurance until

the end of the lease period (A*(B+E+F)) 2,700,000

Less:

A deduction which represents the landlord’s ability to re-

let the premises at its current rent:

Rent free period where service charge and insurance

received if remaining term is longer than the void period

((E+F)*I) (20,000)

Rent is received at ERV and service charge and insurance

to end of lease ((A-H-I)*(C+E+F)) (1,760,000)

Less:

A deduction which represents sub-tenant income received

for the remainder of the lease (A*K) (100,000)

Plus:

Dilapidations (G*J) 100,000

Total rent 920,000

Less NPV deduction (160,000)

Landlord claim before discounting 800,000

Less deductions -

75% deduction to reflect the unliquidated nature of claim

– test in Rule 15.31(3) Insolvency Rules (600,000)

Landlord claim for voting purposes 200,000

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Schedule 3

Corporate Information

Company Name: New Look Retailers Limited

Registered Office Address: New Look House, Mercery Road, Weymouth,

Dorset, DT3 5HJ

Registered Number: 01618428

Date of Incorporation: 1 March 1982

Previous Names: Incorporated as New Look Wholesalers Limited

Name changed to New Look Retailers Limited on

8 June 1987

Principal Trading Addresses: Those addresses listed in Schedules 5 to 9 below.

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Schedule 4

Statutory and Financial Information

1. ASSETS AND LIABILITIES

1.1 The following financial information, so far as within the Directors’ immediate

knowledge, and otherwise on the basis set out there, can be found in Schedule 21

(Summary Statement of Affairs as at 20 January 2018):

(a) details of the Company’s assets, with an estimate of their respective values;

and

(b) the nature and amount of the Company’s liabilities.

1.2 The estimated book values are based on the management accounts for the Company

as at 20 January 2018. The Directors requested that the Nominees consent to the use

of figures taken from New Look Retailers Limited’s 20 January 2018 management

accounts for the purposes of the Statement of Affairs, as accounts for the February

2018 period had not been completed by the time of finalising the proposal for

submission to Court. The Nominees have given their consent for this reason.

Secured Creditors

1.3 The Company is a guarantor under the Group’s 6.5% Senior Secured Notes due 2022

and the Floating Rate Senior Secured Notes due 2022 (together the “Senior Secured

Notes”), the Group’s 8% Senior Notes due 2023 (the “Senior Notes” and together

with the Senior Secured Notes, the “Notes”) and under the Group’s Revolving Credit

Facility provided by a syndicate of banks (the “RCF”). In addition the Company is a

guarantor under certain Leases as further described in Schedule 12 (List of

Guarantees).

1.4 The Company has received all necessary consents from third party creditors in

relation to the Notes and the RCF to proceed with the CVA.

1.5 The Company has provided security over the Assets for the benefit of the Secured

Creditors. Details of the security granted over the Assets can be found at Schedule 14

(List of Securities).

1.6 The Secured Creditors have been notified of the Proposal as prospective and/or

contingent creditors of the Company. On the basis of an independent valuation

carried out for the Company, the value of the security granted by the Company in

respect of the Notes and the RCF is materially less than the full amounts currently

outstanding under the Notes and the RCF. Accordingly, it is possible that certain

Secured Creditors may seek to exercise a right to vote upon this Proposal on the basis

that their claims against the Company are, in fact, not fully secured by the security

granted by it.

1.7 Preferential Creditors

All Preferential Creditors will continue to be paid in full.

1.8 Unsecured Creditors

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The total claims of Unsecured Creditors as advised by the Directors in the Summary

Statement of Affairs in respect of the Company are £184,426,226.18 (i.e. the total of

trade creditor and landlord claims).

1.9 Connected Creditors

It is necessary for the Proposal to set out details of Connected Creditors (within the

meaning set out in the section 249 of the Act).

As at 20 January 2018, the following were creditors to the Company (together the

“Connected Creditors”), together with the approximate debt:

Inter-company Creditor Claim Amount(£)

New Look Belgium SA 3,255,876.43

New Look Finance Limited 82,048,085.92

New Look FIN III Limited 5,376,698.39

New Look France SAS 14,826,268.79

New Look Limited 6,143,985.87

New Look Retailers (Channel Islands) Limited 7,639,934.46

New Look Retailers (Ireland) Limited 16,795,837.60

New Look (Singapore) PTE Limited 242,847.75

New Look Group Limited 207,091.06

Corporate Services (Guernsey) Limited in its

capacity as trustee of New Look EBT 3

21.00

Total: 136,536,647.27

1.10 Guarantees in respect of the Company

A list of guarantees can be found at Schedule 12 (List of Guarantees). No guarantees

are to be offered by the directors or any other persons in connection with the CVA.

1.11 Prescribed Part

The prescribed part is a proportion of floating charge realisations set aside for

unsecured creditors pursuant to section 176A of the Insolvency Act (the “Prescribed

Part”). The Prescribed Part applies to all floating charges created on or after 15

September 2003. The Prescribed Part is not relevant to the CVA because the CVA

does not involve the realization of Assets and the distribution of the proceeds of those

realisations to creditors. Instead, the CVA permits the continuation of the Company’s

business as a going concern.

Should the Effective Date not occur, and were the Company to subsequently go into

administration, it is estimated that (to the best if the Directors’ knowledge and belief)

the value of the Prescribed Part would be the maximum available of £600,000. This

estimate is based on information as at 20 January 2018, at which time the value of the

net realisable property of the Company, so far as known to the Directors, was

£198,104,994.55.

LEGAL_EU # 21926027.19

66

2. CLAIMS BY AN ADMINISTRATOR OR A LIQUIDATOR

2.1 The Directors, to the best of their knowledge and belief, do not believe that there are

any circumstances giving rise to the possibility, if the Company should go into

administration or liquidation, of an application to the Court for an order in respect of

any transaction which is or may be at an undervalue, a preference, an extortionate

credit transaction or a void floating charge under sections 238, 239, 244 and 245 of

the Insolvency Act in respect of the Company.

2.2 It is not proposed to make provision for indemnifying the Company in respect of any

claims under these sections as this is unnecessary (any administrator or liquidator

appointed would simply determine the validity or otherwise of the charges and act

accordingly). In any event, the CVA envisages that the Company will continue to

trade and will not be put into administration or liquidation.

3. ESTIMATED FEES

3.1 It is estimated that the total fees to be paid to the Nominees shall amount to £120,000.

3.2 It is estimated that the total fees to be paid to the CVA Supervisors shall amount to

£200,000.

4. THIRD PARTY PROPERTY

No property from any third party is proposed to be included in the CVA.

LEGAL_EU # 21926027.19

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Schedule 5

List of Category A Leases

Site Name Site Address Landlord

Aberdeen -

Union Square

LSU1A, Union Square, Guild Street,

AB11 5PS, ABERDEEN

Union Square Developments Ltd

Armagh Unit 1 - Lennox House, 17/21, Market

Street, BT61 7BU, ARMAGH,

Northern Ireland

Armagh Assets No2 Ltd,

Armagh Assets No3 Ltd

Barnsley

Cortonwood

Unit 8, Cortonwood Shopping Park,

Cortonwood Drive, ROTHERHAM

Maizelands Ltd & Arringford

Ltd

Bexleyheath Unit H2 The Broadway Shopping

Centre, BEXLEYHEATH, DA6 7JJ

NewRiver Retail (Bexleyheath)

S.a.r.l

Birmingham -

Bull Ring

MSU2, ESU1 & 2, The Bull Ring, B5

4BA, BIRMINGHAM

Bull Ring No. 1 Ltd & Bull ring

No. 2 Ltd

Blackwood 147-149, High Street, NP12 1AB,

BLACKWOOD, Wales

Simon & Deborah Ann Gregory

Bluewater UO75A Upper Level, South Mall,

Bluewater Park, BLUEWATER, DA9

9SE

Blueco Ltd

Bluewater Mens Unit U089 and Mezzanine Upper

Level, Thames Walk, DA9 9SR,

BLUEWATER, Kent

Blueco Ltd

Bolton Market

Place

Units 10, 11 and 16 and, Part MSU2

Ground Mall, The Market Place

Shopping Centre, BOLTON

Inception Holdings S.A.R.L

Bournemouth Unit 3, The Square, Richmond Hill,

BH2 6HE, BOURNEMOUTH

UK Insurance Ltd

Bournemouth -

Castlepoint

Unit 15 (N), Castlepoint Retail Park,

BH8 9QZ, BOURNEMOUTH

Castlepoint General Partner Ltd

& Castlepoint

Bracknell - Peel

Centre

Unit 2C The Peel Shopping Centre/,

15 Charles Square, Bracknell, RG12

1DF

LS (Bracknell) Ltd

Bracknell

Lexicon

8-10 Braccan Walk, The Lexicon

Shopping Centre

Bracknell General Partner Ltd

Bradford LSU2, Godwin Mall, Kirkgate Centre,

BD1 3HN, BRADFORD

Kirkgate Bradford Unit Trust

Brentwood 42 High Street, BRENTWOOD,

Essex, CM14 4AJ

Threadneedle UK Property Trust

Brighton 188-191 Western Road, BRIGHTON,

BN1 2BA

Co-operative Insurance Society

Ltd

Brixton Unit 1, 442/444 Brixton Road,

BRIXTON, SW9 8BH

Bon Marche Centre Ltd

Broughton Park Unit 15, Broughton Retail Park,

Chester Road, CH4 0DP,

Broughton Unit Trust

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BROUGHTON

Bury St

Edmunds

SU33 & SU34 The Arc Shopping

Centre, The Cattle Market Site,

BURY ST EDMUNDS, IP33 3BF

Northern Trust Fiduciary Trustee

for Bury WM

Buxton 3-4, Spring Gardens, SK17 6DF,

BUXTON, Derbyshire

Zurich Assurance Ltd

Castleford Unit 19, Carlton Lane, WF10 1AD,

CASTLEFORD, Yorkshire

Castleford Investments Ltd

Cheltenham 103-107, High Street, GL50 1DP,

CHELTENHAM

Aviva Life & Pensions Uk Ltd

Chichester Unit 2&3, 48 East Street, Shipman

House, CHICHESTER, PO19 1HX

Bankuwait Nominees Ltd &

Gravita Holdings Plc

Chippenham Unit 32, Borough Parade, SN15 1ZZ,

CHIPPENHAM

D.S. Jersey Chippenham Ltd

Clydebank 106, Sylvannia Way, G81 2TL,

CLYDEBANK

Promontoria Holding 136 B.V

Colchester Unit 6 Lion Walk, COLCHESTER,

CO1 1LX

Lion Walk Property S.A.R.L.

Colliers Wood Unit 5B Tandem Centre Retail Park,

COLLIERS WOOD, South London,

SW19 2TY

Santander (CF Trustee) Ltd and

Santander

Cookstown Unit 2, Orritor Road Retail Park,

BT80 8BH, COOKSTOWN, Northern

Ireland

BAE Systems Pension Funds

Trustees LTD

Cosham 1/3 High Street, Cosham,

PORTSMOUTH, PO6 3EJ

Lionsgate Properties (No1) Ltd

& Lionsgate Pr

Coventry -

Arena Park

Unit 2, Arena Shopping Park,

Holbrooks Bypass, CV1 1DE,

COVENTRY

Pavilion Property Trustees Ltd

Craigavon Unit 5, The Rushmere Shopping

Centre, BT64 1AA, CRAIGAVON,

Northern Ireland

Central Craigavon Ltd

Croydon 88-84 & 1084 - 1088 Whitgift

Shopping Centre, CROYDON, CR0

1LP

Whitgift One Ltd & Whitgift

Two Ltd

Crystal Peaks Units F & 6/7, East Mall, Crystal

Peaks Shopping Centre, SO20 7PQ,

SHEFFIELD

Britel Fund Trustees Ltd

Darlington 44-47, Market Way, Cornmill

Shopping Centre, DL1 1LT,

DARLINGTON

NewRiver Retail (Darlington)

Ltd

DC 1 Lymedale Business Park,

NEWCASTLE UNDER LYME

Lymedale Park Unit Trust

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DC2 Warehouse Premises, Lymedale

Business Park, NEWCASTLE

UNDER LYME (Area A&B)

Tritax Lymedale Ltd

Denton -

Crownpoint

Unit 19, Crownpoint North Shopping

Centre, Denton, M34 3JP,

MANCHESTER

Pillar Denton Ltd

Didcot Unit 4, The Orchard Centre, OX11

8RG, DIDCOT

Hammerson (Didcot) Ltd

Doncaster -

Frenchgate

Units 22a/22b, Frenchgate

Interchange, DONCASTER

Frenchgate (N1) Ltd &

Frenchgate (N2) Ltd

Dorchester 44, South Street, DT1 1DQ,

DORCHESTER, Dorset

Carey Pension Trustees UK Ltd

Downpatrick Unit 1, Ballyduggan Retail Park,

Ballyduggan Road, BT30 6DR,

DOWNPATRICK, Northern Ireland

John Miskelly & Helen

Miskelly-Receivership

Dungannon 33, Scotch Street, BT70 1AR,

DUNGANNON, Northern Ireland

Morrow Properties Ltd

Durham RP Unit C1, Arnison Retail Park,

DURHAM

CBRE Property PAIF Nominee

Holding Ltd

East Grinstead Unit 4, 5 Queens Walk, EAST

GRINSTEAD, RH19 4DW

Sainsbury's Supermarkets Ltd

Eastbourne -

Arndale Centre

42 Arndale Centre, (Unit 31),

EASTBOURNE, BN21 3NW

Performance Retail (General

Partner & No) Ltd

Eastbourne

Arndale

Units SU8/9 The Extension Centre,

Eastbourne Arndale Centre,

Eastbourne, East Sussex

Performance Retail (General

Partner) Limited and

Performance Retail (Nominee)

Limited

Edinburgh - Fort Unit 33 Phase II, Kinnaird Park,

Newcraighall Road, EH15 3RD,

EDINBURGH

Gibraltar Nominees Ltd

Ellesmere Port -

Coliseum Retail

Park

Unit R4 , Coliseum Park,

ELLESMERE PORT, CHESHIRE

The Crown Estate Com on

behalf of Her Majesty

Enniskillen Unit 3 & 4, Ernside Shopping Centre,

BT74 4JQ, ENNISKILLEN, Northern

Ireland

CCP IV Erneside S.a.r.l

Evesham U19, Riverside Shopping Centre,

WR11 4BG, EVESHAM

Corbally Group (Evesham) Ltd

Exeter -

Princesshay

29 & 30, Princess Hay, EX1 1GE,

EXETER

HSCF Exeter Ltd Partnership

Farnborough Unit 2.3, The Meads,

FARNBOROUGH, GU14 7RT

Key Investments (Number One)

Ltd

Folkestone 12 Bouverie Palace, FOLKESTONE, CCP III Folkestone S.a.r.l

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CT20 1AU

Gateshead-

Metro Centre

Unit 1.251 & Mezzanine above 1.251,

Unit 1.252 & Mezzanine above 1.253,

New Red Mall, NE11 9YP, METRO

CENTRE, Gateshead

MetroCentre (Nominee No1 &

2)

Glasgow - Fort Unit 29, Fort Retail Park/, 390 Provan

Walk, G34 9DL, GLASGOW

BNP Paribas Sec Svcs Trust Co

(Jersey) Ltd

Hammersmith Units 33,34 and 35 , Kings Mall, King

Street, W6 0PZ, HAMMERSMITH

MP Kings Retail S.a.r.l.

Hertford Units 10 & 11 Birchley Green

Shopping Centre, HERTFORD,

Hertfordshire, SG14 1BN

Diageo Pension Trust Ltd

Holloway 416/418 Holloway Road,

HOLLOWAY, N7 6QA

Cranfield Investments Ltd

Huddersfield Unit 21, Kingsgate Centre, HD1 2QB,

HUDDERSFIELD

WD Kingsgate Ltd

Hull - St

Stephens

Units 10/11 St Stephen's, Ferensway,

HULL, HU1 3UP

St.Stephens Shopping Centre Ltd

Inverness -

Eastgate

Unit 61, Eastgate Shopping Centre,

IV2 3PP, INVERNESS

Eastgate Unit Trust

Inverurie Unit 1, Station Road, AB51 4UZ,

INVERURIE

Cadder Investments

Ipswich

Buttermarket

Unit LRU2, Buttermarket Centre,

IPSWICH

Stargas Nominees Ltd and

Beegas Nominees Ltd

Irvine 51h & Unit 53 , Rivergates, 1

Fullarton Square, KA12 8EG,

IRVINE, Scotland

Rivergate Property 2 Ltd

Jarrow Unit 1, Viking Precinct, The Viking

Centre, NE31 3LF, JARROW


Kings Lynn Unit LSU5 Vancouver Centre,

KINGS LYNN, Norfolk, PE30 1DS

2778 (Vancouver Centre)

Nominee No.1 Ltd &...

Kingston S12 & S13 The Bentall Centre,

KINGSTON UPON THAMES, KT1

1TP

Aviva Life & Pensions Ltd

Lakeside 252/253 Lakeside Shopping Centre,

THURROCK, Grays, RM20 2ZQ

Intu Lakeside Ltd

Leamington Spa

- Retail Park

Unit C1 The Shires Shopping Centre,

LEAMINGTON SPA, CV34 6RH

Ignis UK Property Fund

Leeds - Trinity

Quarter

MSU13, Trinity Quarter, LEEDS,

North Yorkshire

Land Securities Trinity Ltd

Leeds - White

Rose

MSU11, The White Rose Centre,

Dewsbury Road, LEEDS, North

Yorkshire

Ravenseft Properties Ltd

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Leeds Trinity

Quarter

Unit MSU 13, 341 Trinity West,

Leeds, LS1 5AT

Land Securities Trinity Ltd

Leigh Park 18/22 Greywell, Leigh Park,

HAVANT, PO9 8AZ

Havant Assets Ltd & Havant

Assets (no.2) Ltd

Letchworth 16 Commerce Way, Garden Square,

LETCHWORTH, SG6 3DN

Valad European Diversified

Fund Ltd

Lichfield

Friargate

21 and 23 Market Street, Lichfield Lichfield District Council

Livingston 1/3b, Almondvale Centre, EH54 6NB,

LIVINGSTON

Livingston Centre Ltd

Llanelli - Retail

Park

Unit 10A, Parc Trostre Retail Park,

SA14 9UY, LLANELLI

British Overseas Bank Nominees

Ltd & WGTC

Llantrisant Unit 14, Talbort Green Shopping

Centre, CF72 8RH, TALBOT

GREEN, Pontyclun

Talbot Green Shopping Park UT

London -

Brunswick

Unit 24/26 The Brunswick Shopping

Centre, LONDON, WC1N 1AF

Lazari Investments Ltd

London -

Gracechurch St

Unit 3, 20 Gracechurch Street,

LONDON, EC3V 0BG

20 Gracechurch Unit Trust

London - High

Holborn

Part Basement & Ground Floor, 233

High Street, HIGH HOLBORN,

WC1V 7DN

Tribjun Corporation

Longwell Green Unit B, Gallagher Retail Park,

Aldermoor Way, BS30 7DA,

BRISTOL

Ropemaker Properties Ltd

Loughborough Unit 8, Carillion Court, LE11 3XA,

LOUGHBOROUGH

Carillon Properties Ltd

Loughton 216 High Road, LOUGHTON, IG10

1ET

SERPUT Schroders Emerging

Retail Property Uni

Lowestoft 86-92 London Road North,

LOWESTOFT, NR32 1ET

Porter Channing Investments Ltd

Luton 2/4 Church Street, The Arndale

Centre, LUTON, LU1 2TE

Mall Nominee Three Ltd & Four

Ltd

Lymington 43, High Street, SO41 9AG,

LYMINGTON

R Miller, B Rogers

Maidstone 212/214 Water Lane, & 318/322

Dukes Walk, MAIDSTONE, ME15

6AR

Boots The Chemists Ltd

Manchester -

Arndale

MSU5, The Arndale Centre, M4 3AJ,

MANCHESTER

Manchester Nominee (1) Ltd &

Manch.....

Manchester -

Trafford Centre

Units LSU10/19 and U73 , Regent

Crescent, The Trafford Centre, M17

8AR, MANCHESTER

The Trafford Centre Ltd

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Mansfield 16-26, Westgate, NG18 1SG,

MANSFIELD

Fairacre UK Retail Properties

(M&H) Ltd

Market

Harborough

41-51 Naseby Square, MARKET

HARBOROUGH, LE16 9PA

Andrew & Ashwell

Meadowhall MSU14, The Meadowhall Centre, SP

1EP, SHEFFIELD

Meadowhall Nominee 1 Ltd &

Meadowhall .....

Merthyr Tydfil Unit C, 9, Graham Way, St. Tydfil

Square Shopping Centre, CF47 8EG,

MERTHYR TYDFIL

Rockspring Hanover Property

Unit Trust

Merthyr Tydfil -

Retail Park

Unit 10, Cyfartha Retail Park, CF47

8EG, MERTHYR TYDFIL

Hammerson (Merthyr) Ltd

Milton Keynes Units LSU2 & SU5 Midsummer

Place, MILTON KEYNES, Bucks,

MK9 3GA

Intu Milton Keynes Ltd

Milton Keynes -

MK1RP

Unit A7 Stadium, MK Her Majesty The Queen

Newark 16/17 St Marks Place, NEWARK,

NG24 1XT

Riverland (Newark) Ltd

Newtownabbey Unit 56 to 57 Abbey Centre,

Newtonabbey

Newriver Trustee 11 Ltd &

Newriver Trustee 12 Ltd

Norwich - Castle

Mall

LS2 & LU21 Castle Mall Shopping

Centre, NORWICH, NR1 3DD

Infrared UK Retail 2

Norwich - St

Stephens

14 St Stephens Street, NORWICH,

NR1 3SA

Mourant & Co Trustees Ltd &

Mourant Property

Oban 30/32, George Street, Oban, PA34

5SB, ARGYLL

John Smith & Company

(Edinburgh) Ltd

Orpington 61 The Walnuts Shopping Centre,

ORPINGTON, Kent, BR6 0TW

Rockspring UK Value 2

Orpington (Jersey) Ltd

Oxford Street

East

73/89 Oxford Street, London, W1D

2ES

NBIM Elizabeth 1 Nominee

Limited and NBIM Elizabeth 2

Nominee Limited

Oxford Westgate 46, Westgate Shopping Centre, OX1

1NZ, OXFORD

WEstgate Alliance Nominee

No1 Ltd & Westgate

Paignton 40, Victoria Street, TQ4 5DN,

PAIGNTON, Devon

Cabot Investments Ltd

Peterbrough

Queensgate

Part of Store F, Queensgate Shopping

Centre, PE1 1NH,

PETERBOROUGH

IREEF Queensgate Peterborough

PropCo

Poole Dolphin

Centre

Unit 30 (56/58), Dolphin Centre,

Poole, BH15 1ST

Legal & General Assurance

(Pensions Mgmt) Ltd

Poole Temp Store No 4 (21/26) , Dolphin Centre ,

BH15 1SS, POOLE, Dorset


(Pensions Mgmt) Ltd

Port Talbot Unit J/J1, West Mall, Aberafan Aberafan SC Propco B.V.

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Shopping Centre, SA13 1PB, PORT

TALBOT

Preston -

Deepdale

Unit H2, Deepdale Retail Park,

Blackpool Road, PR1 2NQ,

PRESTON

Deepdale Co-Ownership Trust

Rayleigh Unit 2, 57-61 High Street,

RAYLEIGH, Essex, SS6 7EW

D&A (2119) Ltd

Redditch 41, Eversham Walk, Kingfisher

Shopping Centre, B97 3YR,

REDDITCH

The Kingfisher Partnership

Rochdale Units 22, 32 & 33, The Wheatsheaf

Shopping Centre, OL16 1JZ,

ROCHDALE

Bar 1.0 Ltd

Rugby RP Unit 7, Elliotts Field Shopping Park,

CV21 1SR, RUGBY

Hammerson (Rugby) Ltd

Runcorn Halton

Lea

Unit 88, Halton Lea Shopping Centre,

WA7 2EU, RUNCORN

Runcorn One Ltd

Rushden Lakes

RP

Unit C4, Rushden Lakes Shopping

Park, RUSHDEN

Shoemaker GP Ltd

Saffron Walden 12, King Street, CB10 1ES,

SAFFRON WALDEN, Essex

Monument Group Ltd

Sheffield the

Moor

Unit 4, Phase III, The Moor, Sheffield Aberdeen Standard Investments

Shepton Mallet Unit 3, Townsend Shopping Park,

BA4 5SB, SHEPTON MALLET

Aviva Life & Pensions UK Ltd

Sittingbourne 9 The Forum Shopping Centre,

SITTINGBOURNE, ME10 3DL

Tesco Stores Ltd

Southampton MSU05 West Quay Shopping Centre,

SOUTHAMPTON, SO14 7EG

WestQuay Shopping Centre Ltd

St Helens 37-39, Church Street, WA10 3AX, ST

HELENS

M.R.C. Pension Trust Ltd

Stafford - Retail

Park

Unit 12, Queen Retail Park, ST17

4SU, STAFFORD

Hercules Unit Trust

Stamford 60 High Street, STAMFORD, PE9

2AW

Grangehall Estates Ltd

Stoke - Festival

Retail Park

Unit 5B, Festival Retail Park, ST1

5RZ, STOKE ON TRENT

The Prudential Assurance

Company Ltd

Strabane Unit 4, Strabane Shopping Park,

BT82 8EW, STRABANE, Northern

Ireland

MOF III NI (GP) Ltd

Stratford -

Westfield

Unit 2528-2030 Westfield Stratford,

STRATFORD, London, E20 1EQ

Stratford City Developments Ltd

Sunderland 12/19, Crow Tree Road, SR1 3EB, Pavilion Property Trustees Ltd

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SUNDERLAND

Surrey Quays Unit 10, Surrey Quays Shopping

Centre, SURREY QUAYS

BLCW Holdings Limited

Swansea - Morfa

Retail Park

U6, Morfa Shopping Park, SA1 7DF,

SWANSEA

Swansea View Limited

Swindon -

Orbital

Units B1 & B2, The Orbital Shopping

Park, Thames Down Drive, SN25

4BG, SWINDON

Orbital Shopping Park Swindon

Ltd

Tamworth Unit K, Phase II, Ventura Retail Park,

B78 3JD, TAMWORTH

J A Aucott, S R Aucott & B S

Aucott ...

Taunton Units 10-12, The Old Market Centre,

TA1 3TP, TAUNTON


Taunton(Jersey) Ltd

Teeside - Retail

Park

Unit 12a, Teeside Retail Park, TS17

7BW, STOCKON ON TEES

Stockton Retail Park Ltd

Telford Units 24-26, Sherwood Street, The

Telford Shopping Centre, TF3 4BW,

TELFORD

Telford Trustees No1 and No 2

Ltd

Telford Unit MSU2, The Link, Telford

Shopping Centre

Telford Trustee No. 1 Limited

and Telford Trustee No. 2

Limited

Thanet Unit 4 The Fort, Westwood Cross,

THANET, CT10 2QN

Trustees of Fort Thanet Unit

Trust

Victoria Unit SU8 Deck Level, Victoria Place

Shopping Centre, VICTORIA,

SW1W 9SJ

Network Rail Infrastructure Ltd

Waltham Cross 17/18 Central Mall, Pavillion

Shopping Centre, WALTHAM

CROSS, EN8 7BY

The Pavilions Unit Trust

Walton on

Thames

Unit 20 The Heart, New Zealand

Avenue, WALTON ON THAMES,

KT12 1GH

O & H Walton Ltd

Washington Unit 4, The Galleries Shopping Park,

NE38 7SD, WASHINGTON


Company Ltd

Watford Perm Unit U2, INTU Watford Extension WRP Management

Watford Temp 138/141 Intu Watford, The Harlequin

Shopping, WATFORD, Hertfordshire,

WD17 2UB

Intu Watford Ltd

Weston-Super-

Mare

70/74, Regent Street, BS23 1SR,

WESTON-SUPER-MARE

National Car Parks Ltd

Widnes Unit 2, Widnes Shopping Park,

Lugsdale Road, WA8 7TN, WIDNES

EPIC (No. 2) Ltd

Woodley 114 Crockhamwell Road,

WOODLEY, Berkshire, RG5 3JH

Legal & General UK Property

Fund

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Schedule 6

List of Category B1 Leases


Aberystwyth Unit 1, 40/48, Great Darkgate Street,

SY23 1DE, ABERYSTWYTH,

Cardiganshire

Coldbrook Ventures Ltd

Arnold 38, Front Street, ARNOLD Tiree Properties

Ashby-de-la-

Zouch

12/14, Market Street, LE65 1AL,

ASHBY DE LA ZOUCH

Central Midlands Estates Ltd

Belfast -

Forestside

Unit 5/6, Forestside Shopping Centre,

FORESTSIDE, Northern Ireland

Foyleside Ltd (T/A Forsetside)

Belfast - York

Gate

Unit 5, City Retail Park, York Street,

BT5 1JA, BELFAST, Northern

Ireland

MAM CRP Acquisition Ltd

Beverley Unit 2, 18 Toll Gavel, BEVERLEY,

East Yorkshire, HU17 9AJ

British Overseas Bank Nom. Ltd

and WG Nom.Ltd

Bicester 36, Sheep Street, OX26 6LG,

BICESTER, Oxfordshire

TM Trustees Ltd and Jeremy

Bradbeer et al

Biggleswade RP Unit H, A1 Shopping Park , SG18

8PS, BIGGLESWADE

LXB RP (Biggleswade) Ltd

Birmingham -

Perry Barr

Unit 13, One Stop Shopping Centre,

Walsall Road, Perry Bar, B42 1AA,

BIRMINGHAM

Perry Bar SARL

Boston 24/26 Strait Bargate, BOSTON, PE21

6LJ

The Sizecheck Ltt FURBS-DC

Bridgwater 8/9, Cornhill, TA6 3BU,

BRIDGWATER

Denstar Ltd

Bromley Unit 1A, 200 The Glades Shopping

Centre, BROMLEY, BR1 1DN

Alaska UK Bromley Ltd

Cannock Unit 26/27, Market Hall Street, WS11

1EB, CANNOCK, Staffordshire

Hatfield Property Ltd

Chester -

Eastgate Street

43, Eastgate Street, CH1 1LG,

CHESTER

British Overseas Bank & WGTC

Nominess Ltd

Cirencester 4, Cricklade Street, GL7 1JH,

CIRENCESTER

Cirencester Estates Ltd

Corby SU15 Willow Place, CORBY, NN17

1BH

Corby Town Centre S.a.r.l.

Coventry -

Lower Precinct

Units 91-101, Lower Precinct, CV1

1DE, COVENTRY

AEW UK Core Property Fund

Cramlington Unit 20/21, Northumbria House,

NE23 6UR, CRAMLINGTON

Arch Commercial Enterprise Ltd

Daventry 28 Bowen Square, DAVENTRY,

Northamptonshire, NN11 4DR

Bowen Square Unit Trust

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Deal 55-57, High Street, CT14 6EL,

DEAL, Kent

Lindsman Properties (1814) ltd

Droitwich Unit 32, St Andrews Square, WR9

8HE, DROITWICH

SHP Opportunity Fund

Dundee -

Overgate

Unit MSU3, Overgate Centre, DD1

1UF, DUNDEE

Overgate Nominee Ltd

Ealing Broadway Centre, (42B,C,D,E) 103-

109 High Street, EALING, W5 5JY

British Land Company

Edgware

Broadwalk

Unit 22A – 23 , Broadwalk Shopping

Centre , HA8 7BD, EDGWARE


Ltd & WGTC Nom

Enfield Units 10 & 11 Palace Exchange,

ENFIELD, EN2 6BS

RREEF Investment GmbH

Epsom Ashley

Centre

Unit 43/44 , The Ashley Centre, KT18

5TB, EPSOM

Epsom Ashley S.A.R.L.

Gainsborough Unit 3 Marshall's Yard, Beaumont

Street, GAINSBOROUGH, DN21

2NA

Marshalls Yard Ltd

Glasgow -

Buchanan Street

150, Buchanan Street, G2 2JJ,

GLASGOW

Lujo Properties Ltd

Gravesend 22/23 New Road, GRAVESEND,

Kent, DA11 0AA

Lownie Investments Ltd

Greenford Retail

Park

Unit 4 Westway Cross Shopping

Centre, GREENFORD, UB6 0UW

Royal London (CIS) Ltd

Greenwich Unit 2 Greenwich Retail Park,

GREENWICH, London, SE7 7SR

Greenwich Shopping Park Unit

Trust

Guildford 14-16 Friary Street, GUILDFORD,

GU1 4EW


Society Ltd

Harrow 273 Station Road, HARROW, HA1

2TG

Vinayak Properties Ltd

Havant 9 West Street, HAVANT, PO9 1EN Clark Hill Ltd

Hempstead

Valley

44/45 , Hempstead Valley Shopping

Centre, ME7 3PD

British Airway Pension Trustees

Ltd & BS Pens

Hoddesdon 8 Fawkon Walk, HODDESDON,

Hertfordshire, EN11 8TJ

Council of the Borough of

Broxbourne

Holyhead Unit 4, Holyhead Retail Park, Penrhos

Industrial Estate, LL65 2UQ,

HOLYHEAD


Hull -

Northpoint

Unit 7a, Northpoint Shopping Centre,

NORTHPOINT, HU7 4EE

Wildmoor (Hull) Ltd

Huntingdon 112 High Street, HUNTINGDON,

PE29 3LD

D & A (2072) Ltd & D & A

(2073) Ltd

Ilkeston 32, Bath Street, DE7 8FB,

ILKESTON, Derbyshire

Rugby Property Assets Ltd

LEGAL_EU # 21926027.19

77


Inverness -

Retail Park

Unit 1b, Inverness Retail Park, IV2

7GD, INVERNESS

BNP Paribas Sec Svcs Trust Co

(Jersey)

Kendal Unit 1 - 28/36, Stricklandgate, LA9

4UD, KENDAL, Cumbria

Eric Wright Group

Launceston Unit 5, Launceston Retail Park,

LAUNCESTON

Metric Property Finance 2 Ltd

Leamington Spa 7 and 8 Upper Mall (Units 17/18),

Royal Priors Shopping Centre, CV32

4XT, LEAMINGTON SPA

Coal Pension Properties Ltd

Leeds - Crown

Point

Unit 10A, Crown Point Shopping

Park, Junction Street, LS10 1ET,

LEEDS

Aviva Life & Pensions Ltd &

The Crown Estate

Leek 6 & 8, Derby Street, ST13 5AB,

LEEK, Staffordshire

Conn Securities Ltd

Leigh 67/69, Bradshawgate, WN7 4NB,

LEIGH

Fitweb Ltd

Liverpool - ONE Unit 8-12, Paradise Street, L1 8JF,

LIVERPOOL

Grosvenor Liverpool Fund

Llandudno Unit 2, LLandudno Park, LL30 1PJ,

LLANDUDNO, Wales

Llandudno Retail Park Ltd

Long Eaton 49, High Street, NG10 1HZ, LONG

EATON, Derbyshire

Jayson Commercial Enterprises

Ltd

Malvern - Retail

Park

Unit 5, Malvern Retail Park, Roman

Way, MALVERN, wr14 1jq

CPG Investors LLP

Manchester Fort Unit 8, Manchester Fort Shopping

Park, Cheetham Hill, M8 8EP,

MANCHESTER

Manchester Fort Shopping Park

Nominee 1 Limit

Newbury -

Retail Park

Unit 4, Newbury Retail Park,

Pinchington Lane, RG14 7HU,

NEWBURY

F&C Commercial Property

Holdings Ltd

Newquay 18, Bank Street, TR7 1AY,

NEWQUAY, Cornwall

Ceres Estates Ltd

North Shields -

Silverlink

Unit C2, Silverlink Retail Park, NE29

6RX, NORTH SHIELDS, Tyne &

Wear

The Crown Estate

Commissioners

Omagh Unit 2/3a, Showgrounds Retail Park,

Sedan Avenue, BT79 7AQ, OMAGH,

Northern Ireland

CCP IV Omagh S.a.r.L

Peterbrough-

Serpentine

Unit 13 Serpentine Green, Hargate

Way, PETERBOROUGH, PE7 8AN

Tesco Stores Ltd & Tesco

Property Holding Ltd

Prestatyn Unit 4, Prestatyn Retail Park,

PRESTATYN

EPIC (No. 2) Ltd

Reading - Oracle U40/41 Upper Ground Level and Oracle Nominees (No1 & No2)

LEGAL_EU # 21926027.19

78


Mezzazine, The Oracle Shopping

Centre, READING, RG1 2AH

Ltd

Rotherham -

Retail Park

Unit 3, Parkgate Retail World, S60

1TG, ROTHERHAM

Intertrust Trustees Ltd & Spread

Trustee

Selby 32, Gowthorpe, YO8 4ET, SELBY,

Yorkshire

David Alan Bartlett & Sarah

Mary Bartlett

Sheerness Unit 1, 90/102 High Street,

SHEERNESS, ME12 1UB

Oakdene Newton Ltd

Skegness 53 Lumley Road, SKEGNESS,

Lincolnshire, PE25 3LS

Starmount Etonband & Mr &

Mrs P Grossmith-Dwe

Skelmersdale 22/24, The Concourse, WN8 6ND,

SKELMERSDALE, Lancashire

Concourse Skelmersdale Ltd and

SCC Properties

Skipton 4, Sheep Street, BD23 1JH,

SKIPTON

MB HR DG Conn & ND Weisz

Slough - Bath

Road Retail Park

Unit 734, Bath Road Retail Park,

SLOUGH

The Royal London Mutual

Insurance Society

Southsea 40-42 Plamerston Square,

SOUTHSEA, PO5 3QH

SERPUT Schroder Emerging

Retail Property Unit

Speke - Retail

Park

Unit 2A, Mersyside Retail Park,

Speke, L24 8QB, LIVERPOOL

Speke Unit Trust

St Albans Unit F42 The Maltings Shopping

Centre, ST ALBANS, AL1 3HL

St Albans (Maltings 4) Ltd

Stockport - Peel

Centre

Unit 2, The Peel Centre, Great

Portwood Street, SK1 2HH,

STOCKPORT

Peel Land & Property

Investment Ltd

Sudbury Unit 1, 10 North Street, SUDBURY,

CO10 1RB

Taris Real Estate Europe 1 LLP

Sutton Coldfield Unit 206, The Parade, B72 1PH,

SUTTON COLDFIELD,

Warwickshire


Ltd & WTGC Nom

Tenby 9, High Street, SA70 7EU, TENBY,

Pembrokeshire

Alcann Ltd

Thetford 25 King Street, THETFORD, IP24

2AP

D&A (2126) Ltd

Tooting 5/9 Mitcham Road, TOOTING, SW17

9PA

Opulent Ruby Ltd

Tunbridge Wells

- Longfield RP

Unit 1 Longfield Road, TUNBRIDGE

WELLS, TN2 3EW


Insurance Society Ltd

Uxbridge Unit 117/118, 205 High Street, The

Chimes Shopping Centre,

UXBRIDGE, UB8 1LD

Intu Uxbridge Ltd

Wallasey 32, Liscard Way, L44 5TP,

WALLASEY

Grangeford Estates Ltd

LEGAL_EU # 21926027.19

79


Walthamstow Unit 11, 17 Selbourne Walk,

WALTHAMSTOW, Essex, E17 7JR

The Mall Ltd Partnership

Warrington SU4, Golden Square Extension

Shopping Centre, WARRINGTON

Property Alaska UK Trustee Ltd

Welwyn Garden

City

Unit 11, Howard Centre, WELWYN

GARDEN CITY, Hertfordshire, AL8

6AL

Trustees of the Mineworkers

Pension Scheme

Whitehaven 34, King Street, CA28 6DG,

WHITEHAVEN

Dalepark Ltd

Wigan Unit 16/17 The Grand Arcade

Shopping Centre, 23 Crompton Street,

WIGAN, Lancashire, WN1 1BH

Grand Arcade Wigan Ltd

Windsor Unit D King Edward Court,

WINDSOR, SL4 1TG

Scottish Widows Investment

Partnership

Winsford Unit 1E, Dingle Walk, Winsford

Shopping Centre, CW7 1BA,

WINSFORD

Winsford Cross Developments

Ltd

Woking Unit 31A Peacocks Centre,

WOKING, GU21 6GD

Peacocks Centre

York - Monks

Cross

Unit 15, Monks Cross Retail Park,

Huntington, YO32 9GX, YORK

Monks Cross Shopping Park

Trust

LEGAL_EU # 21926027.19

80

Schedule 7



Aldershot 58, 59 & 60 High Walk, Wellington

Shopping Centre, ALDERSHOT,

GU11 1DB

London & Cambridge Properties

Alloa Unit 1, 47, Shillinghill, FK10 1JX,

ALLOA

AGE Ltd

Andover 65 & 66 Chantry Way, ANDOVER,

SP10 1RN

Friends Life Company Ltd

Ashington Unit A, Station Road, NE63 9UJ,

ASHINGTON

Newport Holdings Ltd RE EA

Ashton-Under-

Lyne

MSU Gallery Level, First Floor,

Arcades Shopping Centre, OL6 7JE,

ASHTON UNDER LYNE

Fairacre UK Retail Properties

(Ashton) Ltd

Aylesbury 12 and 14 Friar Square, (Units 16/17),

AYLESBURY, HP20 2SP


Aylesbury (Jersey)

Ayr Central Unit 13, Skye Square, Ayr Central,

KA1 1TP, AYR

The M&G Property Portfolio

Ballymena -

Fairhill

Unit 57B, Fairhill Shopping Centre,

Fairhill Lane, BT43 6UF,

BALLYMENA, Northern Ireland


Ballymena (Jersey) Ltd

Banbridge 66a, Newry Street, BT32 3HA,

BANBRIDGE, Northern Ireland

Lurganbridge Ltd

Barnsley Unit2, 24/32, Cheapside, S70 1RR,

BARNSLEY

Siemens Benefits Scheme Ltd

Barnstaple Units 17/18, Greens Lanes Shopping

Centre, EX31 1UH, BARNSTAPLE,

Devon

Green Lanes Jersey Property

Unit Trust

Barry 102-106, Holton Road, CF63 4TP,

BARRY

N J Esterkin

Basildon Phase 2, Unit 22A Eastgate Shoppig

Centre, BASILDON, SS14 1AE

InfraRed UK Lion Nominee 1

Ltd & Nominee 2

Basingstoke 12-14 Hampstead House,

BASINGSTOKE, RG21 7LG

Festival Place No.1 & No.2 Ltd

Bath MSU3 Block C, Southgate Centre,

BA1 1TG, BATH

Southgate LP (Nominee 1) Ltd

and Southgate LP

Beccles 29 Smallgate, BECCLES, NR34 9AG Statwell Ltd

Bedford 32 Midland Road, BEDFORD, MK40

1RH

SOOF Ltd

Belfast-Boucher

Road

Unit 19, Boucher Retail Park, BT12

6HU, BELFAST, Northern Ireland

Corbo Ltd

Belfast-Castle Unit 61, Castle Court Shopping Wirefox Castle Property Ltd

LEGAL_EU # 21926027.19

81


Court Centre, BT1 1DD, BELFAST,

Northern Ireland

Belfast-Park

Centre

Unit 2, Phase I, Park Centre, Donegall

Road, BT12 6HN, BELFAST,

Northern Ireland

Latt Ltd

Belle Vale Unit 5, Belle Vale Shopping Centre,

L25 2RF, LIVERPOOL

Belle Vale Ltd

Belper 41, King Street, DE56 1PX, BELPER,

Derbyshire

Central Midlands Estates Ltd

Berwick-Upon-

Tweed

72, Marygate, Part 74 Marygate,

TD15 1BN, BERWICK UPON

TWEED

Wanderslore Pension Scheme

Bideford 82, High Street, EX39 2AA,

BIDEFORD, Devon

GB Nominees Ltd

Birkenhead 178, Grange Road, CH41 6EA,

BIRKENHEAD


Birmingham -

Corp Street

Unit 2, 14-28, Corporation Street, B2

2RN, BIRMINGHAM

Legal and General UK Property

Fund

Birmingham -

Fort

Unit 11A, The Fort Shopping Park,

B24 9FP, BIRMINGHAM

The Fort Retail Park Trust c/o

Savills

Bishop

Auckland

Unit 8, Newgate Centre, DL14 7EG,

BISHOP AUCKLAND

Bishop Auckland 3 LLP

Bishops

Stortford

Unit 45 Jackson Square Shopping

Centre, 15 Jackson Square, BISHOPS

STORTFORD, Essex

Legal and General Assurance

Ltd

Blyth Unit 7, Keel Row , Keel Row

Shopping Centre, NE24 1AH,

BLYTH

Blyth Investments LLP

Bognor Regis 4 London Road, BOGNOR REGIS,

PO21 1PY

Atrium 100 Stores Weston

Centre

Bootle SU1, The Strand Shopping Centre,

L20 4SR, BOOTLE

Sefton Metropolitan Borough

Council

Bradford The

Broadway

Unit MSU64, Levels 10 and 20

Eastbrook Mall, The Broadway,

BRADFORD, West Yorkshire

Bradford Broadway Ltd

Braehead Unit 1B, Braehead Shopping Centre,

G51 4BP, GLASGOW

Braehead Glasgow Ltd &

Braehead Park Inv ...

Braintree 27 Bank Street, BRAINTREE, CM7

1UG

London & Southern Estates

(Retail) Ltd

Bridlington 29 Chapel Street, BRIDLINGTON,

YO15 2DW

New River Retail Property Unit

Trust

Bristol - Cabot

Circus

Unit SU54, Level 01 & 02,

Broadmead, Cabot Circus, BS1 3EA,

Bristol Alliance Nominee No. 1

Ltd & .....

LEGAL_EU # 21926027.19

82


BRISTOL

Bromsgrove 97, High Street, B61 8AQ,

BROMSGROVE, Worcestershire

Storway Investments Ltd

Burgess Hill Units 21-23 The Martles Shopping

Centre, BURGESS HILL, West

Sussex, RH15 9NN

NewRiver Retail (GP3) Ltd

Burnley Unit 81, Market House, Market

Square, BB11 1AX, BURNLEY

Sapphire Burnley Nominee Ltd

Burton-on-Trent 21/23, Swan Walk, Coopers Square

Shopping Centre, DE14 1DD,

BURTON ON TRENT

Burton Shopping Centre Ltd

Caerphilly 75/77, Cardiff Road, CF83 1WT,

CAERPHILLY, Wales

ILM Property Management Ltd

Camberley Unit 8A The Square, 2/4 Bietigheim,

CAMBERLEY, GU15 3SL

The Main Square Camberley

Unit Trust

Cambridge -

Lion Yard

MSUG Grand Arcade Shopping

Centre, (Previously Unit 55 Lion

Yard), CAMBRIDGE, CB2 3ET

Barclays Nominees (George

Yard) Ltd

Canterbury 7 St Georges Street, CANTERBURY,

CT1 2JT

The Richardson Partnership

Cardiff - St

Davids

MSU4, St David's Shopping Centre,

CF10 2DP, CARDIFF, South

Glamorgan

St Davids (No 1) Ltd & St

Davids (No 2) Ltd

Carlisle 51, Scotch Street, CA3 8PD,

CARLISLE

Scotch Street Ltd

Carmarthen Unit 25, St Catherine's Park, SA31

1GA, CARMATHEN

St James Place UK PLC & BNY

Mellon Trust

Carrickfergus Unit 2, De Courcy Centre, BT38

7AG, CARRICKFERGUS, Northern

Ireland

J P Morgan Enterprises Ltd

Chelmsford 29b High Chelmer Shopping Centre,

CHELMSFORD, CM1 1XR

Trustees of the Mineworks

Pension Scheme Ltd

Chelmsley

Wood

Unit 35, 6/8 , Greenwood Square, B37

5TR, CHELMSLEY WOOD

EPISO 4 Seed s.ar.l.

Chorley 20/21, Market Walk Shopping Centre,

PR7 1DE, CHORLEY

Chorley Council

Christchurch Unit 25/26, Saxon Square Shoping

Centre, BH23 1AQ,

CHRISTCHURCH, Dorset

Saxon Square Christchurch Ltd

Clacton Unit 1 & Unit 2, 30/36, Pier Avenue,

CO15 1QN, CLACTON, Essex

Mr J & Mrs B O'Mahony

Cleveleys Unit E35, Victoria Road West, FY5

1KS, CLEVELEYS

Tameside Metropolitan Boro

Council of Guardsm

LEGAL_EU # 21926027.19

83


Coleraine First Floor, Units 24-26, The

Diamond Centre, BT52 1DT,

COLERAINE, Northern Ireland

Old Coach House Properties Ltd

Cowley 111/113, Pound Way, Templars

Square, COWLEY

New River Property Unit Trust

Crawley 1-5 Queensway, & 48-52 The

Boulevard, CRAWLEY, RH10 1EB

Eaglelink Investments Liminted

Cribbs

Causeway Mall

Unit LR25/26 Lower Level The Mall,

CRIBBS CAUSEWAY

Cribbs Mall Nom.(1) Ltd &

Cribbs Mall Nom (2)

Cwmbran Units 6 & 7, Llywelyn Walk, NP44

3XH, CWMBRAN


Company Ltd

Dartford Units 21 & 22 Orchards Shopping

Centre, DARTFORD, DA1 1DN

Daejan (Dartford) Ltd

Derby SU265/SU319, The Eagle Centre,

DE1 2NQ, DERBY

Wilmslow (No 3) General

Partner Ltd

Dover Unit 5, 62/64 Biggin Street, DOVER,

CT16 1DD

Mr Kuppusamy Lakumekaran

Dudley 35/37, High Street, DY1 1PN,

DUDLEY

Kildrummy (Dudley) Ltd

Dumbarton Unit 19, Artizans Centre, G82 1LJ,

DUMBARTON

Mars Real Estate Investments

BV

Dunstable Unit 60, 31/33 Broadwalk, The

Quadrant Shopping Centre,

DUNSTABLE, LY5 4RH

Quadrant SC Propco B.V.

East Dereham 5, Nelson Place, NR19 1EA, EAST

DEREHAM, Norfolk

Trustee of Norwich

Consolidated Charities &..

Eastbourne -

Terminus Road

81/83, Terminus Road, BN21 3NW,

EASTBOURNE, Sussex

Shell Pensions Trust Ltd

Eastleigh 21a/21b, Swan Centre, SO50 5SG,

EASTLEIGH, Hampshire

CCPIII Shopping Eastleigh

Elgin Unit 2E, Springfield Retail Park, IV30

6WQ, ELGIN

Springfield Retail Park Elgin

Real Estate

Exmouth Unita 2&3, Magnolia Walk, EX8

1HW, EXMOUTH

PRH Properties Ltd

Falkirk Unit 21, Howgate Centre, FK1 1HG,

FALKIRK

LSREF3 Tiger Falkirk S.ar.l.

Feltham Unit 16 The Longford Centre,

FELTHAM, TW13 4AU


Galashiels Unit 6, Gala Water Retail Park,

Huddersfield Street, TD1 3AP,

GALASHIELS

Threadneedle Property Unit

Trust

Gillingham 118/120 High Street, GILLINGHAM,

ME7 1AU

Arisal Estates Ltd

LEGAL_EU # 21926027.19

84


Goole Unit 2A, Wesley Square Shopping

Centre, DN14 5EZ, GOOLE

Factcroft Ltd

Grimsby 65 Victoria Street, Freshney Place,

GRIMSBY, DN31 1BW

Davemount Properties Ltd

Halifax Units 35 & 36, Woolshops, HX1

1RU, HALIFAX

Trustees of The Mineworkers

Hamilton 39, Regent Way, ML3 7EF,

HAMILTON

Maration Ltd

Harlow 39 The Broadwalk, HARLOW, CM20

1JF

NewRiver Retail (Portfolio

No.2) Ltd

Hastings Unit MSU2 Priory Meadow Shopping

Centre, HASTINGS, TN34 1PQ

NewRiver Retail Property Unit

Trust No.5

Haverfordwest Unit 4, 31/33, Bridge Street, SA61

2AL, HAVERFORDWEST, Wales

CERES Estates Ltd

High Wycombe Unit 54 Eden Octagon Centre, HIGH

WYCOMBE, HP11 2BY

Mourant Property Trustees

Hinckley Units 10/11, Britannia Centre, Castle

Street, LE10 1RU, HINCKLEY

Panther Hinckley (VAT) Ltd

Hitchin Unit 2, 18/20 Brand Street, HITCHIN,

SG5 1JE

Sainsburys Supermarkets Ltd

Hounslow

Treaty

Units 34/35, Treaty Centre, TW3 1ES,

HOUNSLOW

A G Quidnet Hounslow BV

Ilford Exchange Unit 40/41, The Exchange Shopping

Centre, IG1 1AS, ILFORD

C&R Ilford Ltd Partnership

Keighley The Airedale Shopping Centre, 2, 4, 6

Cooke Lane, 35/41 Low Street, BD21

3NP, KEIGHLEY

Seablue Ltd

Kidderminster Unit 10, Weavers Wharf Shopping

Centre, DY10 1AA,

KIDDERMINSTER

Henderson UK Retail

Warehouse Fund

Kings Heath 155, High Street, B14 7DJ, KINGS

HEATH

Techcut Ltd

Kirkintilloch 65, Cowgate, G66 1HW,

KIRKINTILLOCH, Glasgow

Easton Property Ltd

Larne Unit 4, Laharna Retail Park, Circular

Road, BT40 1HR, LARNE, Northern

Ireland

MOF III NI (GP) Ltd

Leicester -

Highcross

MSU7, Shires West Extension, LE1

4FT, LEICESTER

Highcross Ltd Partnership

Leicester Fosse

Park

Unit 1a, Fosse Park, LE19 1HX,

LEICESTER

Wexford Retail LP

Leighton

Buzzard

10/11 Waterbourne Walk,

LEIGHTON BUZZARD, LU7 1DH

CPI Waterbourne Walk 2

Limited

LEGAL_EU # 21926027.19

85


Leven 18/18a, High Street, KY8 4LZ,

LEVEN

Jetwatch Ltd

London Colney Unit 1 Ramheath Retail Development,

Colney Fields Shopping Centre,

LONDON COLNEY


Society Ltd

Londonderry Unit M1a, Richmond Centre, BT48

6PE, LONDONDERRY, Northern

Ireland

Vixcroft (LondonDerry) Ltd

Magherafelt Unit A, Meadows Lane Shopping

Centre, Moneymore Road, BT45 6RP,

MAGHERAFELT, Northern Ireland

EML Meadowlane Ltd

Merry Hill Unit U70/71, Phase 5, Merry Hill,

DY5 1QX, DUDLEY

MH (No.1) Ltd Partnership

Montrose Ground Floor, 69-75, High Street,

DD10 8JF, MONTROSE

Scottish Midland Cooperative

Society Ltd

Morpeth 3, Sanderson Arcade, NE61 1NS,

MORPETH

Morpeth II Ltd

Motherwell Unit A (2), Brandon Place, ML3 6AB,

MOTHERWELL, Scotland

Clifftop Estates Ltd

Neath 33, Green Street, SA11 1DF,

NEATH, Wales

EMA Textiles Limited

Newcastle-

Under-Lyme

Unit 1, Castle Walk, ST5 1AN,

NEWCASTLE UNDER LYME

Atmore Developments Ltd

Newcastle-

Upon-Tyne

MSUA, Scheme 3, Units 8-11, Eldon

Square Shopping Centre, NE17 7JG,

NEWCASTLE UPON TYNE

Intu Eldon Square Ltd

Newmarket 114, High Street, CB8 8JP,

NEWMARKET, Suffolk

Quy Properties Ltd

Newport - Retail

Park

Unit 2, Spitty Road, NP19 4QQ,

NEWPORT

Stadium (Newport) Ltd

Newport I.O.W Former Bus Stn, Unit MSU2, South

Street, PO30 1JF, NEWPORT, Isle of

Wight

Amberside Investments Ltd

Newton Abbot Unit 1 & Store 3, 15-19, Market

Square, TQ12 2RX, NEWTON

ABBOT

Teignbridge District Council

Newtown Unit 15, Bear Lanes Shopping Centre,

Broad Street, SY16 2NA,

NEWTOWN

Threadneedle Pensions Ltd

Northfield 11, The Grosvenor Centre, B31 2JU,

NORTHFIELD, West Midlands

Mars Pension Trustees Ltd

Northwich Unit 6, No. 2, Leicester Street, CW9

5LA, NORTHWICH, Cheshire

HMG Investments Ltd

LEGAL_EU # 21926027.19

86


Nuneaton Unit 1, Rope Walk Shopping Centre,

CV11 5JL, NUNEATON

Nuneaton Shopping Centre

S.A.R.L

Ormskirk 12, Moor Street, L39 2AQ,

ORMSKIRK

P Holmes Properties Ltd

Oswestry 2, Cross Street, SY11 2NG,

OSWESTRY, Shropshire

Cosmic Securities Ltd

Paisley Unit 14, The Piazza, PA1 1EL,

PAISLEY

NewRiver Retail Ltd

Perth 111-119, High Street, PH1 5UR,

PERTH

Eight Investment Ltd

Peterlee 48/51, Yoden Way, Castle Dene

Shopping Centre, SR8 1AS,

PETERLEE

Salford Estates (No.2) Ltd

Plymouth Unit 17 & 18, Drake Circus Shopping

Centre, PL1 1EA, PLYMOUTH

Drake Circus Ltd Partnership

Pontefract 28/32, Market Place, and 1/3 Shoe

Market, WF8 1AT, PONTEFRACT,

West Yorkshire

D&A (2061 & 2062) Ltd

Pontypridd Unit 3, Taff Street, CF37 4TR,

PONTYPRIDD, Wales

Gort Properties Ltd

Portishead Unit 1, Wyndham Way Retail Centre,

Old Mill Road, BS20 7BY,

PORTISHEAD, Bristol

Rowe & Co Cornwall

(Properties) Ltd (1)

Preston - St

Georges

33-43, Friargate Walk , & Basement

Storage at 33-39, PR1 2NQ,

PRESTON

IRAF UK Dragon Nominee 1

Ltd & Ltd 2

Redcar Unit 10, Regent Walk, TS10 3FB,

REDCAR

Promontoria Holding 135 B.V.

Redhill Unit 31 The Belfry Shopping Centre,

REDHILL, RH1 1SE

Belfry Redhill Unit Trust

Retford 17 Carolgate, RETFORD,

Nottinghamshire, DN22 6BZ

Mr R N Smith, Mrs M A Smith

and Mr B Tach

Romford Liberty Unit GL11 Liberty 1 Shopping

Centre, ROMFORD

Liberty Centre (T No.1) Ltd and

(T No. 2) Ltd

Romsey 11, The Hundred, SO51 8GD,

ROMSEY, Hampshire

Fairhood Properties Ltd

Ryde - I.O.W 176, High Street, PE33 2HW, RYDE,

Isle of Wight

Steven David Cope & Victoria

Esther Cope

Sale Unit LSU2A, Town Square, The

Square Shopping Centre, M33 7WZ,

SALE

Maloneview (Sale) Ltd

Salisbury 22/30, High Street, SP1 2NS,

SALISBURY

Threadneedle Property Unit

Trust

LEGAL_EU # 21926027.19

87


Saltcoats 60/75, Dockhead Street, KA21 5ED,

SALTCOATS

Kilpatrick Property Group Ltd

Scarborough Unit C and Store Units 8, 9, 10, 10a,

15, 16, 17 Brunswick Shopping

Centre, SCARBOROUGH, YO11

1UE

British Overseas Bank Nominess

Ltd & WGTC Nom

Scunthorpe 65 High Street, SCUNTHORPE,

South Humberside, DN15 6SB


Shirley 82-84 High Street, SHIRLEY,

Southampton

Rockstone Securities Ltd

Silverburn -

Pollock

Unit B8, Silverburn Shopping Centre,

Cowglen Road, G53 6EQ,

GLASGOW

Retail Property Holdings Ltd

Solihull 25/27/29, Mill Lane & Poplar Way,

B91 3AS, SOLIHULL

I M Properties (Mell Square)

LLP

South Shields Unit 7, 49/61, King Street, NE33

1DH, SOUTH SHIELDS

Retail Plus General

Partner/Retail Plus Nomin

Southend Units G50 & F1 Victoria Plaza

Shopping Centre, SOUTHEND ON

SEA, SS2 5SB

National Grid UK Pension

Scheme

St Annes 1, The Burlington Centre, St Annes

Road West, FY8 1SB, ST ANNES,

Lancashire

Ruart Limited

St Ives Unit 1, 20/22, Crown Street, PE27

5AB, ST IVES, Cambridgeshire

Gibson Developments Ltd

St Neots 41 Market Square, ST NEOTS,

Cambridgeshire, PE19 2AR

McCaul Investments Ltd

Staines Units 43/43 Northern Mall, Elmsleigh

Centre, STAINES, TW18 4QA

Clerical Medical Investment Grp

Ltd ...

Stranraer Unit 2, Lesley Retail Park, Bellevilla

Road, DG9 8ED, STRANRAER

Stranraer Assets Ltd

Stratford - North

Mall

Unit 74-76 North Mall,

STRATFORD, E15 1XQ

FREP 3 (Stratford) Ltd

Stroud Unit A, Merrywalks Shopping Centre,

GL5 1RR, STROUD

Streetlands Ltd

Sutton in

Ashfield

Unit 1, Devonshire Mall, Idlewells

Shopping Centre, NG17 1BJ,

SUTTON IN ASHFIELD

Eisinger Ltd

Swansea - St

Mary's

Unit 2, 18/20, St Mary's Square, SA1

5HR, SWANSEA

AEW UK Core Property Fund

Tiverton 54, Fore Street, EX16 6LD,

TIVERTON, Devon

W H Smith Retail Holdings Ltd

Trowbridge Unit C, The Shires Gateway, by The SLI UK Property Fund

LEGAL_EU # 21926027.19

88


Sea Road, BA14 8HR,

TROWBRIDGE

Truro 90, Pydar Street, TR1 2BD, TRURO Bankuwait Nominees Ltd &

Gravitus Holding

Tunbridge Wells

- Calverley Road

Unit 3, 2/14 Calvery Road,

TUNBRIDGE WELLS, Kent

Ignis UK Property Fund

Wakefield Unit16, Trinity Walk, WF1 ,

WAKEFIELD

Trinity Walk GP Ltd & Trinity

Walk LP Ltd

Wandsworth Unit 103-105 Southside Shopping

Centre, WANDSWORTH, SW18 4TF

Metro Shopping Fund LP

Wantage Unit12, Kings Park, Limborough

Road, OX12 9AJ, WANTAGE

Wantage LR Investments Ltd

Waterlooville Unit 7 Dukes Walks Shopping Centre,

WATERLOOVILLE, PO7 7HS


Wellingborough 28/29 Spring Lane, Swangate

Shopping Centre,

WELLINGBOROUGH, Northants,

NN8 1EY

Swansgate Property Ltd

Wells 35, High Street, BA5 2AE, WELLS Grangehall Estates Ltd

Weymouth Units SU1 & SU2, New Bond Street,

DT4 8LY, WEYMOUTH, Dorset

Northern Ireland Local

Government Offices

Wick Unit 5A, Wick Retail Park, South

Road, KW1 5NU, WICK


Ltd

Wickford Unit 9 The Willows Shopping Centre,

WICKFORD, SS12 0RA

Sheet Anchor Investments Ltd

Winchester Units 3-6b The Brooks Shopping

Centre, WINCHESTER, SO23 8QY

CEPF II Regatta 1 Sarl

Witham Units 20-22 Newlands Shopping

Centre, WITHAM, CM8 2AQ

NewRiver Retail (Witham) Ltd

Witney Units 8 & 9, Mariots Close, OX28

6GW, WITNEY

Kandahar (Witney) S.a.r.l.

Wokingham Ground Floor, 5, Market Place, RG40

1AL, WOKINGHAM, Berkshire

Total Logistics Supply Chain

Consultants Ltd

Worcester 35/40, Friary Walk, Crowngate

Shopping Centre, WR1 3LE,

WORCESTER

The Crown Estate

Workington Unit S6, Washington Square, CA14

3BD, WORKINGTON `

LRP 1 S.A.R.L

Worksop Unit B The Priory Centre,

WORKSOP, S80 1JR


Worthing Unit 2, 66/72 Montague Street,

WORTHING, BN11 3HE

Aegon UK Property Fund Ltd

Yeovil Unit 14, The Quedam Shopping BE Yeovil BV

LEGAL_EU # 21926027.19

89


Centre, BA20 1EY, YEOVIL

York - Blake St 7-9, Blake Street, Stone Walk Gate,

YO1 8QL, YORK

Gatsby Retail Ltd

York -

Parliament

Street

4-7, Parliament Street, YO1 8SE,

YORK

Greater Manchester Pension

Fund

LEGAL_EU # 21926027.19

90

Schedule 8



Aberdare 58, Cardiff Street, CF44 7DG,

ABERDARE, Wales

Bexmoor Ltd

Abergavenny 5, Frogmore Street, NP7 5AE,

ABERGAVENNY, Wales

RPI - Skerrols Property Co Ltd

Abingdon Unit B, Bury Street, Abbey Shopping

Centre, ABINGDON

SWAMF Nominee (1) Ltd &

SWAMF Nominee (2) Ltd

Ammanford 26a, Quay Street, SA18 3BS,

AMMANFORD, Wales

Britta Chantal Brunner

Antrim Unit 1, Castle Centre, BT41 4DP,

ANTRIM, Northern Ireland

Antrim Property Ltd (In

Receivership)

Ashford SU6/7 & 3 County Square,

ASHFORD, TN23 1YX

County Square Property Ltd

Banbury Unit 9B, Castle Quay Shopping

Centre, OX16 5UF, BANBURY

Scottish Widows Plc & Scottish

Widows Unit Fu

Banbury RP Unit 1, Gateway Shopping Park,

BANBURY

The Crown Estates

Commissioners

Bangor - North

Wales

203, High Street, LL57 1NU,

BANGOR

Savemore Ltd

Bangor- Spring-

N.I

Unit 3, Springfield/Springhill

Shopping Centre, BANGOR,

Northern Ireland

Bangor Springhill Pradera Ltd

Barrow-in-

Furness

Unit 7, Portland Walk, LA14 1BD,

BARROW IN FURNESS

CLARE PROPERTIES

HOLDINGS A Ltd

Beaumont Leys Units 32 and 33, 25 Beaumont Way,

LE4 1DF, BEAUMONT LEYS,

Leicestershire

Tesco BL Property Partnership

Beeston 27/29, High Road, NG9 2JQ,

BEESTON, Nottinghamshire

BPL Rosedale Property

Holdings Ltd

Belfast -

Donegal Place

Fountain House, 17/23, Donegall

Place & , 2/16 & 22/26 Fountain

Street, BT1 5AB, BELFAST,

Northern Ireland


Ltd & WGTC Nom

Bexhill 32, Devonshire Road, TN40 1AS,

BEXHILL, Sussex

Walia & Sons Ltd

Billericay 99 High Street, BILLERICAY, CM12

9AJ

I.M.C. Holdings Ltd

Birchwood 14/16, Benson Road, WA1 1QB,

BIRCHWOOD, Cheshire

Birchwood Warrington Ltd

Blackburn Unit 41, Cobden Court, The Mall,

BB1 7JG, BLACKBURN


LEGAL_EU # 21926027.19

91


Blackpool Unit N3, Houndshill Shopping Centre,

FY1 4HU, BLACKPOOL

BCC Eiffel Sarl

Brent Cross Unit N13 Brent Cross Shopping

Centre, BRENT CROSS, NW4 3FB

Hammerson Property (Brent

Cross) Ltd

Bridgend 7/7a, Caroline Street, CF31 1DN,

BRIDGEND, Wales

Demac Properties Ltd

Bridport 3, East Street, DT6 3JU, BRIDPORT,

Dorset

Alan Andrew Wood

Bullring Mens SU709 Bullring Shopping Centre, The

Bullring Centre, B5 4BF,

BIRMINGHAM

Bull Ring No. 1 & 2 Ltd

Burnham-on-Sea 35, High Street, TA8 1PA,

BURNHAM ON SEA, Somerset

Rayglow Securities Ltd

Bury 12-18, The Mall, Millgate Centre,

BL9 0QQ, BURY

InfraRed UK Tiger

Caernarvon 19/20, Castle Square,

CAERNARVON, Wales

Regis Investments Ltd

Cambridge -

Grafton Centre

Unit 41/44 Grafton Centre,

CAMBRIDGE, CB1 1PS

Marks & Spencer p.l.c

Canvey Island 64, Furtherwick Road, SS8 7AE,

CANVEY ISLAND, Essex

Hadleigh Baker Exec Pension

Scheme

Chard 5, Holyrood Street, TA20 2AH,

CHARD, Somerset

Rhodia Investment Ltd

Chatham Units 21,22,33 The Pentagon Centre

&, Part 181A - 187 (Odd) Chatham

High Stree, CHATHAM, ME4 4HY

Chatham LLP

Chesterfield Units 15 & 16, 9 & 11, Vicar Lane,

S40 1PY, CHESTERFIELD

Landmaster Properties Ltd

Coalville 6/7, Belvoir Shopping Centre, LE67

3XA, COALVILLE, Leicestershire


Coatbridge 5-10, The Quadrant Centre, MK5

3EG, COATBRIDGE

Lunar Retail S.ar.l.

Connswater Unit 50, Connswater Shopping

Centre, BT5 5LP, CONNSWATER,

Northern Ireland

Killultagh Estates Ltd

Coventry -

Cannon Park

Unit 12, Cannon Park Shopping

Centre, CANNON PARK

ES Coventry Ltd

Crewe 3-5, Delamere Street, & 32 Chester

Street, CW1 2HR, CREWE

Javelin Developments Ltd

Crossgates 35/36, The Crossgates Centre, LS15

7JX, CROSSGATES, Yorkshire

Tore Properties Ltd

Cumbernauld 39, Teviot Walk, G67 1NG,

CUMBERNAULD

HAMCAP (CUMBERNAULD)

LLP

LEGAL_EU # 21926027.19

92


Derby Mens SU239 –SU240, INTU Derby,

DERBY, DE1 2NQ

W (No. 3) GP (Nominee A) Ltd

& W (No. 3) GP (

Devizes 28, The Brittox, SN10 1AJ,

DEVIZES, Wiltshire

Anthony G Saunders

Dewsbury Unit 2, 23, Princess of Wales

Precinct, WF13 1NH, DEWSBURY,

Yorkshire

Dewsbury 1 LLP

Dingwall Unit 2, 16/17, High Street, IV15 9RU,

DINGWALL

Aramis Development Ltd

Dumfries Southergate Centre, Ground Floor, 36,

High Street, DG1 2JA, DUMFRIES

Ormiston Portfolio Ltd

Dunfermline Unit LG14 & G13, Kingsgate

Shopping Centre, Phase 2, KY12

7QU, DUNFERMLINE

Crosslands Properties Ltd

Durham 15/17 & 20/21, The Prince Bishops

Shopping Centre, DH1 3UJ,

DURHAM

RREEF Durham Ltd

East Kilbride Southgate Shopping Centre, Unit 1,

The Plaza, G74 1LW, EAST

KILBRIDE

Orion IV European 16 S.A.R.L.

Edinburgh -

Princes Mall

(Waverley)

Unit L23, Lower Mall, Princes Mall,

EH1 1BQ, EDINBURGH

Moolmoor (Waverley) Limited

Edinburgh -

Princes Street

121/123, Princes Street, EH2 4AD,

EDINBURGH

LaSalle Investment Management

Kapitalanlagege

Edinburgh - The

Gyle

4 The Gyle Shopping Centre,

EDINBURGH, EH12 9JT

Gyle Shopping Centre General

Partner Ltd

Ely 33 High Street, ELY, Cambridgeshire,

CB7 4LF

Abbeygate Properties &

Investments Ltd

Erdington 125-131, High Street, & 9-23

Barnabus Street, B23 6SA,

ERDINGTON

FINER Ltd

Falmouth 36, Market Street, TR11 3AR,

FALMOUTH, Cornwall

Stewart & Wight Plc

Fareham 21 Thackery Mall, Fareham Shopping

Centre, FAREHAM, PO16 0PQ

Madone Ltd

Felixstowe 45/45a Hamilton Road,

FELIXSTOWE, Suffolk

D & A (2133) Ltd

Formby 7, Chapel Lane, FORMBY Mccomb Property Company Ltd

Glenrothes 23c, Unicorn Way, The Kingdom

Centre, KY7 5NU, GLENROTHES


Gloucester 22, Brunswick Road, GL1 1QN,

GLOUCESTER

Chatham Commercial Properties

Ltd

LEGAL_EU # 21926027.19

93


Gosport 81-84 High Street, GOSPORT, PO12

1DS

Peter Salussolia

Great Yarmouth Unit 1 Market Gates Shopping Centre,

GREAT YARMOUTH, NR30 2AX

Baymount Overseas Ltd

Greenock 19, Hamilton Gate, The Oak Mall

Shopping Centre, PA15 1JW,

GREENOCK

Lunar Greenock S.A.R.L

Halesowen 27, Hagley Mall, The Cornbow, B63

4AL, HALESOWEN, West Midlands

Tansor (Cornbow) Ltd

Hanley 405-408, Lower Mall, The Potteries

Shopping Centre, ST1 1PP, HANLEY

Potteries (Nominees No. 1) Ltd

& Potteries ..

Harrogate MSU3, Victoria Shopping Centre,

HG1 1, HARROGATE

Coal Pension Properties Ltd

Hartlepool K/L, South Mall, Middleton Grange

Shopping Centre, TS24 7RR,

HARTLEPOOL


Hatfield Unit 1, 41, Town Centre, AL10 0JT,

HATFIELD, Hertfordshire

Merivale Estates Ltd

Hemel

Hempstead

Store A1 The Marlows Shopping

Centre, HEMEL HEMPSTEAD, HP1

1PX

Marlowes Hemel Ltd

Hereford 3-5, High Street, & 44 West Street,

HR4 9AA, HEREFORD

Finnery Acquisitions I S.a.r.l.

Herne Bay 140/141, Mortimer Street, CT6 5DX,

HERNE BAY, Kent

Kent Kraft

Horsham Unit 41, Swan Walk, HORSHAM,

Sussex, RH12 1HQ

Aviva Life and Pensions UK Ltd

Huyton Unit 18b & 19, Cavendish Walk,

Derby Road, L36 9YG, HUYTON,

Liverpool

Cavendish Walk Ltd Acting by

DJ Newall & RN P

Kettering 34/38 Gold Street, KETTERING,

Northamptonshire, NN16 8JB

Factcroft Ltd

Kilmarnock Unit A, 8-10, King Street, Burns Mall

Shopping Centre, KA1 1LL,

KILMARNOCK, Ayrshire

New River Retails Property

Trust

Kingston Mens Unit S10C The Bentall Centre,

KINGSTON UPON THAMES, KT1

1TP

Aviva Life & Pensions UK Ltd

Kirkby Unit 22, St Chads Parade, L32 8RH,

KIRBY

St. Modwen Developments

(Kirkby 2) Ltd

Kirkcaldy 165/175, High Street, KY1 1JA,

KIRKCALDY

Magell Ltd

Lancaster Unit 31, 11, Marketgate Common, Elston Holdings Ltd

LEGAL_EU # 21926027.19

94


Garden Street, LA1 1AL,

LANCASTER

Lewes Unit 2, The Friars, BN7 2LE,

LEWES, East Sussex

Lewes District Council

Lewisham (40c Lewisham Centre), 7/8 South

Mall, Riverdale Centre, LEWISHAM,

SE13 7EP

LS Lewisham Ltd

Lichfield 21/23, Market Street, WS13 6JX,

LICHFIELD, Staffordshire

Lichfield District Council

Lincoln -

Waterside

Unit 59 Waterside Shopping Centre,

LINCOLN, LN2 1AP

Tesco Pension Trustees Ltd

Lisburn Unit 5.2, Bow Street Mall, BT28

1AN, LISBURN, Northern Ireland

Donegall Place Investments Ltd

Littlehampton 37, High Street, BN17 5EG,

LITTLEHAMPTON, Sussex

Burrows Investments Ltd

Liverpool -

Williamson

Square

Unit 1, Williamson Square, L1 1EQ,

LIVERPOOL

Infrared Uk Retail Nominee 1&2

Ltd

Louth 6-7 Market Place, LOUTH,

Lincolnshire, LN11 9NR

Rodi Property Company Ltd

Macclesfield 26, Mill Street, SK11 6LY,

MACCLESFIELD, Cheshire

M7 Real Estate Investment

Partners V Propco

Maesteg 7, Talbot Street, CF34 9BT,

MAESTEG, Wales

Simat Retirement Benefit

Scheme

Manchester

Market St

Unit A , 90/100 , Market Street, M1

1PD, MANCHESTER

Prudential UK Real Est Nominee

1 & 2

Middlesbrough -

Cleveland

Centre

LSU6, Cleveland Centre, TS1 1JZ,

MIDDLESBROUGH

Middlesbrough Shopping Centre

Ltd

Mold 2, High Street, CH7 1AZ, MOLD Wesleyan Assurance Society

Nailsea 1a, Somerset Square, BS48 1RP,

NAILSEA, Somerset

Volaw Corporate Trustee Ltd &

Volaw Trust....

New Milton 89, Station Road, BH25 6JD, NEW

MILTON, Hampshire

J Davies/Smith Bradbeer & co

Ltd

Newbury -

Parkway

Unit LSU3 (66 & 67), Parkway,

RG14 7HU, NEWBURY

Standard Life Assurances Ltd

Newport Friars

Walk

MSU04, Friars Walk, NEWPORT,

South Wales

Talisker Corporation

Northallerton 206, High Street, DL7 8LW,

NORTHALLERTON

Christopher George Cooke and

Susan Gail Cooke

Northampton 12 The Parade, Grosvenor Centre,

NORTHAMPTON, NN1 2LL

Northampton Shopping Centre

Ltd Partnership

Nottingham - 14/20, Listergate, NG1 7DD, Kames Property Income Fund

LEGAL_EU # 21926027.19

95


Listergate NOTTINGHAM

Nottingham -

Thurland Street

Part Ground Floor & Part Basement,

Lincoln Street, Thurland Street, NG1

3DR, NOTTINGHAM

Truelove Pension Fund

Penzance Unit LSU1, Wharfside Shopping

Centre, TR18 2GB, PENZANCE

Leopard Guernsey RSC Witham

Penzance Propco

Peterhead Unit A2, Drummers Corner, AB42

1ZP, PETERHEAD

W.R. Morgan Enterprises

LTD/Parks of Hamilton

Petersfield Unit 10 Rams Walk, PETERSFIELD,

Hampshire, GU32 3HJ


Ltd & WGTC Nom

Porth 23, Hannah Street, CF39 9RB,

PORTH, Wales

Southgate Commercial (Porth)

Ltd

Porthcawl 82, John Street, CF36 3BB,

PORTHCAWL, Wales

R J Berry & A Hoy

Portsmouth 160 & 162 Commercial Road,

PORTSMOUTH, PO1 1EX

Prinhold 7 Ltd

Portsmouth

Mens

Unit 7 Cascades Shopping Centre,

Commercial Road, PORTSMOUTH,

Hampshire, PO1 4RL

Cascades Shopping Centre Nom.

No1 & No2 Ltd

Rugeley 8/10, Lower Brook Street, WS15

2DF, RUGELEY, Staffordshire

Hasan Ergisi

Sheffield 42/46, Fargate, S1 2HE, SHEFFIELD Hampshire County Council

Shrewsbury Unit 13, Gallery Level, Pride Hill

Shopping Centre, SY1 1BX,

SHREWSBURY

Pride Hill Retail Unit Trust

Southport Unit 2, 41/49, Chapel Street, PR8

1AJ, SOUTHPORT

K/S Harbo-Southport

Spalding 10 Market Place, SPALDING,

Lincolnshire, PE11 1SL

Ticketgrane Ltd

St Andrews 125, Market Street, KY16 9PE, ST

ANDREWS

Braidwood Properties

St Austell Unit C3, Town Centre, PL25 5AZ, ST

AUSTELL

White River Developments Ltd

Stafford

Riverside

Unit 10 Riverside, South Walls, ST16

3AL, STAFFORD

LXB RP (Stafford) Ltd

Stevenage 11 The Forum, STEVENAGE, SG1

1ES


Stirling 22/38, Port Street, FK8 2LF,

STIRLING

Wanderslore Pension Scheme

Stratford Upon

Avon RP

Unit K, The Maybird Centre, CV37

0HZ, STRATFORD UPON AVON

HSBC Bank PLC

Streatham 156/158 Streatham High Road,

STREATHAM, SW16 1BJ

Governside: Ltd

LEGAL_EU # 21926027.19

96


Street 88/90, High Street, STREET,

Somerset

Manor Farm Commercial

Property Ltd

Sutton 209 - 213 St Nicholas Shopping

Centre, SUTTON, South West

London, SM1 1AX

Pavilion Property Trustees Ltd

Swanage The Trocadero, BH19 2NT,

SWANAGE, Dorset

Retail and Residential

Developments Ltd

Swansea -

Fforestfach

Unit 12, Fforest Fach Shopping

Centre, SA5 4BA, SWANSEA

Henderson UK Retail

Warehouse

Swindon -

Regent St

55/61, Regent Street, SN1 1JS,

SWINDON

Demac Properties Ltd

Tavistock 3/4, Pearl House, Duke Street, PL19

0BG, TAVISTOCK, Devon

Hunstrete Estates Ltd

Tonbridge 16, The Pavillions, TN9 1TE,

TONBRIDGE, Kent

Citibank Europe PLC

Trafford Centre

Mens

Unit L15 Regent Crescent , The

Trafford Centre , M17 1HH,

MANCHESTER

The Trafford Centre

Walsall 56-58, Park Street, WS1 1NG,

WALSALL

Park Street (AGG3) Ltd

West Bromwich 237/241, High Street, B70 7NA,

WEST BROMWICH

Greenside Investments Ltd

White City

(London)

Units SU2059/2060/2061, &

SU3057/3058/3059/3060/3061

Westfield, Ariel Way, LONDON,

W12 7SL

Commerz Real

Investmentsgesellscholf mbh

(HRB

Wisbech Unit 3, The Horsefair, WISBECH,

Cambridgeshire, PE13 1AR

NewRiver Retail (Wisbech) Ltd

Wolverhampton Unit 90, Mander Centre, W1V 3NJ,

WOLVERHAMPTON

BE Wolverhampton B.V

Wood Green Unit 55 Wood Green Shopping

Centre, High Road, WOOD GREEN,

N22 6YA


Woolwich 71-77 Powis Street, WOOLWICH,

SE18 6JB

MCF Woolwich Unit Trust

Wrexham 3-9, Hope Street, LL11 1BG,

WREXHAM

Spinnaker Nominees Ltd

Yate 11, 13 & 15, East Walk, BS37 4AS,

YATE, Gloucestershire

Yates Shopping Centre Unit

Trust

LEGAL_EU # 21926027.19

97

Schedule 9

List of Category C Leases


Aberdeen - Bon

Accord

MSU1, Bon Accord Centrre, George

Street, AB25 1HZ, ABERDEEN

Aberdeen Shopping Centre

Beckton Units 27i & 27ii Gallions Reach,

BECKTON, E6 7ER

Inhoco 3107 Ltd

Bolton Mens Unit 13B, The Marketplace Shopping

Centre, BL1 2AL, BOLTON

Inception Holdings SARL

Borehamwood Unit 1A Borehamwood Shopping

Park, BOREHAWOOD, WD6 4PR

Cetza Trustees 7 Ltd & Cetza

Trustees 8

Brynmawr 31, Beaufort Street, BRYNMAWR,

Wales


Burton Mens Unit 16, Swan Walk, Coopers Square

Shopping Centre, DE14 1DD,

BURTON ON TRENT

Burton Shopping Centre Ltd

Cameron Toll Unit 1, Cameron Toll Shopping

Centre, Lady Road, EH16 5PB,

EDINBURGH

Lady Road Investment S.A.R.L

Cardiff - Queen

Arcade

MSU3, Lower Level, Queens Arcade,

CF10 2BY, CARDIFF

Sapphire (Cardiff) (No 1 & 2)

Nominees Ltd

Cheshunt Unit 2 Halfhide Lane, Cheshunt,

WALTHAM CROSS, EN8 7BY

Brookfield Trustee No1 Ltd &

No 2 Ltd

Clevedon 15, The Triangle, BS21 6NQ,

CLEVEDON, Somerset


Craigleith (The Quarry), Units 14 & 15,

Craigleith Retail Park, EH4 2LN,

EDINBURGH

H R W F (Craigleith) Ltd

Doncaster Mens Unit 43, Upper West Mall, The

Frenchgate Centre, DN1 1 LF

Frenchgate (Nom 1) Ltd &

Frenchgate (Nom 2) L

Dundee -

Wellgate

Unit 4, 6,7&8, Wellgate Centre, DD1

2DB, DUNDEE

St James Place UK Plc

Exeter Mens Unit 16 , Princesshay, EX1 1GE,

EXETER

HSCF Exeter Nominee No. 1 &

2 Ltd

Fleet Unit 17 Hart Centre, FLEET, GU51

3LA

Absolute Assets Holdings Ltd

Gateshead -

Team Valley

Unit 6, Team Valley Retail Park,

NE11 0BD, GATESHEAD

Team Valley SARL

Glasgow -

Buchanan Street

Mens

235, Buchanan Street, GLASGOW,

G1 2NG

BVK High Street Retail

Buchanan Ltd

Gorleston Unit 2, 138, High Street, NR31 6QX,

GORLESTON ON SEA, Norfolk


LEGAL_EU # 21926027.19

98


Hanley Mens Unit 115, Intu Potteries, The Potteries

Shopping Centre, HANLEY, ST1

1PS, STOKE ON TRENT

Potteries (Nominee No 1 & 2)

Ltd

Hounslow Mens Unit 5 , The Treaty Centre, TW3 1ES,

HOUNSLOW

AG Quidnet Hounslow BV

Hull -

Whitefriargate

51 Whitefriargate, HULL, HU1 2HP Leto Ltd

Keynsham 61/61a, High Street, BS31 1DS,

KEYNSHAM, Somerset

Tilling Purnell Ltd

Kingswood Units 3 & 4, Kingswood Centre, BS15

8LP, KINGSWOOD, Avon

Draco Kings Chase Ltd

Leeds - Headrow Unit 2.8, 3.08-3.12, The Headrow

Shopping Centre, LS1 6JB, LEEDS

Sackville UKPEC1 Leeds(GP)

Ltd

Leicester -

Haymarket

Unit 9, Haymarket Towers,

Humberstone Gate, LE1 1WA,

LEICESTER

Longacre Leicester Ltd

London - Marble

Arch

502-504 Oxford Street, LONDON,

W1 1HG

Kinloss Property Ltd C/O

Rawlinson & Hunter

London -

Moorhouse

Moor House, 120 London Wall,

LONDON, EC2Y 5ET

Deka Europa

London - Oxford

Circus

197/213 Oxford Street, LONDON,

W1D 2LE

Pontegadea UK Ltd

Maidenhead 72 High Street, MAIDENHEAD,

Kent, SL6 1PY

AXA UK Pension Trustees Ltd

Maidstone Mens 25 , Fremlin Walk, ME14 1QG,

MAIDSTONE


Ltd & WGTC

Merry Hill Mens Unit U87 and Store Room K, Merry

Hill, DUDLEY

MH (No.1) Nom. A Ltd and MH

(No.1) Nom. B Ltd

Metro Mens Unit 1.260/1.261 (First Floor) ,

Metrocentre, Swallwell, NE11 9HX,

GATESHEAD

Metrocentre (Nominee No.1 &

2) Ltd

Monmouth 65, Monnow Street, NP25 3EW,

MONMOUTH, Wales

Five Springs Property LTd

Newport Mens SU9, Friars Walk, NEWPORT, South

Wales

Talisker Corporation

Newton Mearns Unit 9, The Avenue, G77 6EY,

NEWTON MEARNS, Scotland

NewRiver Trustee 13 LTD

&NewRiver Trustees 14

North Shields Unit 25/25a, The Beacon Centre,

NE29 6RX, NORTH SHIELDS

Beacon Retail LLP In

Administration

Nottingham

Mens

Unit 50, Intu Victoria Centre, NG1

3QG, NOTTINGHAM

VCP Nominees No 1 Ltd & VCP

Nominees No. 2 Lt

Ocean Terminal Ground Floor, Units RU11 & RU12,

Ocean Terminal, EH6 6JJ, LEITH

Ocean Terminal Ltd

LEGAL_EU # 21926027.19

99


Peterbrough

Bridge Street

62-64 Bridge Street,

PETERBOROUGH, PE1 1DT

Picton (UK) Reit (SPV No.2)

Ltd

Pontypool 2/4, George Street, NP4 6LR,

PONTYPOOL

Grindmere Ltd

Portswood 10, The Broadway, SO17 2WE,

PORTSWOOD, Hampshire

Rockstone Securities Ltd

Ramsgate 16-24 High Street, & 1,1a, 3-5

Cavendish Street, RAMSGATE,

CT11 9AG

Ramsgate Estates Ltd

Reading - Broad

Street

Unit 49/50 Broad Street Mall,

READING, RG1 7QE

Inception (Reading) S.a.r.l

Reading Oracle

Mens

Unit L17, Lower Ground Level and

Basement , Oracle Shopping Centre,

RG1 2AQ, READING

Oracle Nominees (No1 & No2)

Ltd

Rhyl 25/26, White Rose Centre, (45 High

Street), LL18 1EW, RHYL, Wales

Killultagh Estates Ltd

Romford Mens Unit F7, Liberty 1 Shopping Centre ,

RM1 3RL, ROMFORD

Liberty Centre (Trustee No.1 &

2) Ltd

Rugby LSU3 Clock Towers Shopping

Centre, 12/13 North Street, RUGBY,

CV21 2JR

CT Properties Ltd

Shrewsbury

Mens

Unit SU4-5, Charles Darwin

Shopping Centre, SY1 1BN,

SHREWSBURY

Charles Darwin Retail Unit

Trustee No. 1 Ltd

Sidmouth 39, Fore Street, EX10 8AQ,

SIDMOUTH, Devon

Strathdon Property Investments

Stockport -

Merseyway

72/74, Merseyway, SK1 1PL,

STOCKPORT, Cheshire

Stockport Metropolitan Borough

Council

Stockton-on-

Tees

137-138, High Street, TS18 1LP,

STOCKTON ON TEES

Lunar Stockton S.A.R.L

Stratford Upon

Avon -Bridge

Street

Unit 2, 24/26 , Bridge Street, CV37

6AO, STRATFORD UPON AVON

Eput Property Trust Nominees

Ltd

Thornaby Unit SU6, Thornaby Town,

Allensway, TS17 9HA, THORNABY

Bae System Pension Fund T'Tee

Ltd

Tonypandy 20, Dunraven Street, CF40 1QG,

TONYPANDY, Wales


Torquay - Union

Street

72/82, Union Street, TQ2 5PS,

TORQUAY

Torquay Estates Ltd

Tredegar 106, Commercial Road, NP22 3DW,

TREDEGAR, Wales


Troon 49, Academy Street, KA10 6SH,

TROON

Red Button Ltd

LEGAL_EU # 21926027.19

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Wallsend Units 8-14, The Forum Shopping

Centre, NE28 8JN, WALLSEND

NewRiver Retail (GP3) Ltd

Weston Favell 33/34 Weston Favell Centre,

WESTON FAVELL,

Northamptonshire, NN3 8JZ

Weston Favell Ltd

Wigan Mens Unit 14a Grand Arcade Shopping

Centre, WIGAN, Lancashire, WN1

1BH

Grand Arcade Wigan Ltd

Carmarthen

(1606)

Unit 4, 15 John Street, Carmarthen,

SA31 1QT

CIP Threadneedle UK Property

Nominee No 1 Ltd

Stafford -

Sheridan Centre

(1711)

Unit J Sheridan Centre, STAFFORD,

ST16 2AD

Arrowsmith Properties Limited

Gloucester

(1212)

Eastgate Shopping Centre, 22

Eastgate St, Gloucester GL1 1PA

LSREF3 Tiger Gloucester

(Jersey) Limited

Northampton

(1206)

15-29 Abingdon St & 1-19 Wood

Street, NORTHAMPTON


Company Ltd

Scarborough

(1632)

110/111Westborough,

SCARBOROUGH, North Yorkshire,

United Kingdom, YO11 1UH

OMC Investments Limited

Southampton,

Above Bar

Street

69-75 Above Bar Street,

Southampton, United Kingdom, SO14

7DZ

AEW UK Reit Plc

St Austell 28/30 Fore Street, St Austell, PL25

5AZ

Structadene

Walsall 9/10 Townend Sq, Walsall, WS2 Mapleplan Limited

Basingstoke 2/3 Chiswick House, Basingstoke,

Hampshire, RG21 7LD

The Borough Council of

Basingstoke

Wood Green Unit 7/8, 88/96 High Road, London,

N22 6HE

Wood Green One Ltd & Wood

Green Two Ltd

Chester Units 1/2, 9-11 Eastgate Street,

Chester, CH1 1LG

Aberdeen Standard Investments

Crawley 25/29 Queens Square, Crawley, RH10

1HA

Metro Bank

Blackpool Unit 4 Palatine Buildings, 79 Bank

Hey Street, Blackpool, Lancashire,

FY1 4TH

Coolsilk Property & investment

Ltd.

Banbury Units 1-6 Malthouse Walk, The

Cherwell Centre, Banbury, OX16

5PW

Denstar Ltd

Cosham 26 High Street, Portsmouth, PO6 3BZ London Settled Estates PLC

Trowbridge (1) 8 The Shires, Trowbridge, Wiltshire,

BA14 8AT

Columbia Threadneedle

Investments

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Trowbridge (2) 7 The Shires, Trowbridge, Wiltshire,

BA14 8AT

Columbia Threadneedle

Investments

Witney Unit 121, 27 Market Square, Witney,

OX28 6AD

Perrers Properties Limited

Worcester 58 High Street, Worcester, WR1 2QA A.C Lloyd (Asset Management

Limited)

Croydon 65/67 North End, Croydon, CR0 1TG The Croydon Almshouse

Charities Trustee Company

Limited

Brighton 187 Western Road, Brighton, BN1

2BA

Selma Equities Limited

Newry The

Quays

Unit 6/7, The Quays, Newry, BT35

8QS

Parker Green Company Limited

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Schedule 10

Estimated Outcome Statement

Part 1

Outcomes for Creditors of the Company

1. This schedule demonstrates the estimated outcomes for the Compromised Landlords

at the Effective Date and does not demonstrate the impact of the CVA on the on-

going relationship between the Company and its on-going creditors.

2. The following examples are intended to describe the estimated outcomes on each of

the following bases:

a. the CVA is successful;

b. the CVA is unsuccessful and there is a pre-packaged sale of the business and

assets of the Group including the Category A Leases of the Company; and

c. the CVA is unsuccessful, the Company enters into administration following

which a brief trading strategy is implemented to facilitate the realisation of

stock. It is assumed that all Leases are surrendered or disclaimed in a

subsequent liquidation of the Company.

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Part 2

Estimated Outcome Statement as at 20 January 2018

Forecast Asset Realisations NBV CVA Pre-pack Admin Trading Admin

£'m £'m £'m £'mAssets subject to fixed charge

Property, plant and equipment 89.8 51.0 9.0

Intangible assets 70.5 50.0 -

Investment in joint ventures 59.4 -

Deferred income tax asset 10.7 -

230.4 101.0 9.0

Less: Costs of realisation (Insolvency and

legal Fees) - (2.0) (1.0)

230.4 99.0 8.0

Less: Fixed charge security

Super Senior Facilities (RCF, Operating

Facilities Derivatives)171.0 171.0 171.0

Senior Secured Notes 1,041.9 1,041.9 1,041.9

Junior Notes 176.7 176.7 176.7

Surplus / (shortfall) under fixed charge (1,159.2) (1,290.6) (1,381.6)

Assets subject to floating charge

Intercompany Receivables 348.6 - -

Inventory 134.9 94.0 84.7

Accounts Receivable -Trade 36.4 - 18.2

Accounts Receivable - Other 7.4 - -

Prepayments 49.4 - -

Derivative Financial Instruments 0.4 - 0.4

Accrued Income 31.9 - -

Cash at Bank, stores and in transit 22.8 5.0 5.0

631.9 99.0 108.3

Less: Costs of realisation (Insolvency and

legal Fees) - (2.0) (14.0)

631.9 97.0 94.3

Less: Preferential creditors (£1k per FTE) (10.9) (1.5)

631.9 86.1 92.8

Less: Prescribed Part Distribution (0.6) (0.6)

631.9 85.5 92.2

Less: Deficit under fixed charge (1,159) (1,291) (1,382)

Shortfall to secured creditors (527) (1,205) (1,289)

Available to unsecured creditors - 0.6 0.6

Intercompany Payables (136) (136) (136)

Accounts Payable - Trade (85) (85) (85)

Deferred Income (84) (84) (84)

Other Payables (15) (15) (15)

Liabilities for share based payments (1) (1) (1)

Accruals (90) (90) (90)

HMRC (10) (10) (10)

Landlord claims - (271) (352) (422) (692) (773)

Surplus / (deficit) to unsecured creditors (422) (692) (773)

Dividend to unsecured creditors (p in £) 0.087 0.078

Dividend to shareholders (p in £) - -

Estimated dividend to landlord creditors (£m) 0.235 0.273

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Estimated Minimum Returns to Landlords (p in £) CVA Pre-pack Admin Trading Admin

£'m £'m £'m

A

Min Return (£m) 14.25

Claim (£m) 113.57

Minimum p in £ N/A Retained in fullN/A - Retained in

full12.55 p

B1

Min Return (£m) 32.6 m 0.04 m 5.13 m

Claim (£m) 42.5 m 42.5 m 42.5 m

Minimum p in £ 76.7 p 0.09 p 12.07 p

B2

Min Return (£m) 41.1 m 0.09 m 6.85 m

Claim (£m) 100.0 m 100.0 m 100.0 m

Minimum p in £ 41.1 p 0.09 p 6.85 p

B3

Min Return (£m) 16.8 m 0.08 m 5.57 m

Claim (£m) 91.4 m 91.4 m 91.4 m

Minimum p in £ 18.3 p 0.09 p 6.09 p

C

Min Return (£m) 4.0 m 0.03 m 1.38 m

Claim (£m) 37.0 m 37.0 m 37.0 m

Minimum p in £ 10.9 p 0.09 p 3.73 p

Note: The trading admin scenario assumes an insolvency of the financing company and would involve a wider group insolvency to which the recoveries would be

directed to the financing company

Note: Minimum returns include passing rent and service charge which would be received if the company exercised the earliest possible break under the CVA. It

does not include rates which would be otherwise paid by a Landlord were the property to be vacated

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Schedule 11

Supervisors’ and Legal Advisors’ Details and Addresses for Notices

Part 1

Supervisors

Supervisor Address for Notices

Daniel Butters Deloitte LLP, 66 Shoe Lane, London, PO

Box 810, EC4A 3WA

Neville Kahn Deloitte LLP, 66 Shoe Lane, London, PO

Box 810, EC4A 3WA

With a copy to the Company

Part 2

Legal Advisors

Legal Advisor Address for Notices

David Ereira Paul Hastings (Europe) LLP

Ten Bishops Square

Eighth Floor

London E1 6EG

Part 3

Address for Notices

Company Address for Notices

New Look Retailers Limited 45 Mortimer Street, London, W1W 8HJ

FAO Laura Battley (Company Secretary)

With a copy to the Supervisors

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Schedule 12

List of Guarantees

The following Group companies are guarantors in respect of the Company’s liabilities under

the following Leases:

Site Name Site Address Landlord Guarantor

Aylesbury 12 to 14 Friar Square

(Units 16/17), Aylesbury,

HP20 2SP

Rockspring UK

Value 2 Aylesbury

(Jersey)

New Look Limited

Billericay 99 High Street, Billericay I.M.C. Holdings Ltd New Look Limited

Boston 24/26 Strait Bargate The Sizecheck Ltt

FURBS-DC

New Look Limited

Canterbury 7 St Georges Street The Richardson

Partnership

New Look Finance

Limited

Eastbourne 81/83 Terminus Road Shell Pensions Trust

Ltd

New Look Limited

Eastleigh 21a/b Swan Centre CCPIII Shopping

Eastleigh

New Look Limited

Felixstowe 45/45a Hamilton Road D & A (2133) Ltd New Look Limited

Kingswood Unit 3&4 Kingswood

Shopping Centre

Draco Kings Chase

Ltd

New Look Limited

Luton 2/4 The Luton Arndale

Centre

Mall Nominee Three

Ltd & Four Ltd

New Look Limited

Northallerton 206 High Street Christopher George

Cooke and Susan

Gail Cooke

New Look Limited

Oswestry 2 Cross Street Cosmic Securities

Ltd

New Look Limited

Rayleigh Unit 2, 59 High Street D&A (2119) Ltd New Look Limited

Spalding 10 Market Place Ticketgrane Ltd New Look Limited

St Ives Unit 1, 20/22 Crown

Street

Gibson

Developments Ltd

New Look Limited

Sudbury Unit 1, 10 North Street Taris Real Estate

Europe 1 LLP

New Look Limited

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The Company is a guarantor in respect of liabilities of other Group companies under the

following Leases:

Site Name Site Address Landlord Tenant

London Lower Ground floor, 45

Mortimer Street, London,

W1

Knighton Estates

Limited

Geometry Properties

Limited

London Ground floor, 45


W1

Knighton Estates

Limited

Geometry Properties

Limited

London Part Ground floor

(supplemental lease), 45


W1

Knighton Estates

Limited

Geometry Properties

Limited

London First floor, 45 Mortimer

Street, London, W1

Knighton Estates

Limited

Geometry Properties

Limited

London Second floor, 45


W1

Knighton Estates

Limited

Geometry Properties

Limited

London Third floor, 45 Mortimer

Street, London, W1

Knighton Estates

Limited

Geometry Properties

Limited

London Fourth floor (east), 45


W1

Knighton Estates

Limited

Geometry Properties

Limited

Jersey 23-35 Halkett Place Castle Properties 2

(Jersey) Ltd

New Look Retailers

(Channel Island)

Limited

Jersey 21 Halkett Place Bruce Property

(Jersey) Ltd

New Look Retailers

(Channel Island)

Limited

Jersey 6 King Street Mud Hut Holdings

Ltd

New Look Retailers

(Channel Island)

Limited

Arklow Unit 2a Bridgewater

Shopping Centre,

ARKLOW, Ireland

OBSIDIAN ICAV

New Look Retailers

(Ireland) Limited

Ashbourne 27b Killegland Street,

ASHBOURNE, Ireland

Myles Crofton &

Karin Crofton

New Look Retailers

(Ireland) Limited

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Carlow Unit 1, Phase 2 Fairgreen

Shopping Centre,

CARLOW, IRELAND

Fairgreen Shopping

Centre (Carlow) Ltd

New Look Retailers

(Ireland) Limited

Castlebar Unit 1 Market Building,

Hopkins Road,

CASTLEBAR, Ireland

Cavendish Lane

Properties Ltd

New Look Retailers

(Ireland) Limited

Clonmel 12 & 12a O'Connell

Street, CLONMEL,

Ireland

Moynihan Curran New Look Retailers

(Ireland) Limited

Cork Blackpool Units 18 & 19 Blackpool

Shopping Centre, CORK,

Ireland

Chandos Investment

Plc

New Look Retailers

(Ireland) Limited

Cork Douglas Unit 4a Douglas Court

Shopping Centre,

DOUGLAS, Ireland

Kieran Wallace &

David Swinburne of

KPMG

New Look Retailers

(Ireland) Limited

Cork Opera Lane Unit 9, 10, 11, 8 Opera

Lane, CORK, Ireland

Ballincorig

Properties Ltd

New Look Retailers

(Ireland) Limited

Cork Wilton Units 48 & 49 Wilton

Shopping Centre, CORK,

Ireland

Montlake QIAIF

Platform ICAV

New Look Retailers

(Ireland) Limited

Dublin - Jervis

Street

Unit 1A Jervis Shopping

Centre, DUBLIN, Ireland

JSC Properties Ltd New Look Retailers

(Ireland) Limited

Dublin - Liffey

Valley

Unit 101 Liffey Valley

Shopping Centre,

LIFFEY VALLEY,

Ireland

BVK Highstreet

Retail Liffey Ltd

New Look Retailers

(Ireland) Limited

Dublin -

Northside

Unit 37, Northside

Shopping Centre,

NORTHSIDE, Ireland

N 1 Property

Developments Ltd

New Look Retailers

(Ireland) Limited

Dublin - Omni

Park

201 Omni Park Centre,

Swords Road, DUBLIN

9, Ireland

Omni Park Shopping

Centre Consortium

New Look Retailers

(Ireland) Limited

Dun Laoghaire 203-204 Dun Laoghaire

Shopping Centre, DUN

LAOGHAIRE, Ireland

Coltard New Look Retailers

(Ireland) Limited

Dundalk Unit 6 The Marshes

Shopping Centre,

Rampart Road,

Cavalli Investments

Plc

New Look Retailers

(Ireland) Limited

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DUNDALK, Ireland

Dungarvan Unit 6 High Street,

DUNGARVAN, Ireland

Shane Houlihan New Look Retailers

(Ireland) Limited

Galway-

Knocknacarra

RP

Units 3/4 Gateway Retail

Park, GALWAY, Ireland

Targeted Investment

Opportunities

New Look Retailers

(Ireland) Limited

Killarney Unit 2 Deerpark Retail

Park, Deerpark Road,

KILARNEY, Ireland

Hurley Property

ICAV

New Look Retailers

(Ireland) Limited

Letterkenny Units 1-2, Phase IV

Letterkenny Retail Park,

LETTERKENNY,

Ireland

Hurley Property

ICAV

New Look Retailers

(Ireland) Limited

Limerick Unit 10A & Part Unit

10B Cruises Street,

LIMERICK, Ireland

Brian Rutledge New Look Retailers

(Ireland) Limited

Navan Unit NE2 Navan

Shopping Centre,

NAVAN, Ireland

Eamon Duignan &

Cathal McCarthy

New Look Retailers

(Ireland) Limited

Newbridge Units 41 & 42 Upper

Level Retail, White

Water Shoping Centre,

NEWBRIGDE, Ireland

Deka Immobilien

Investment GmbH

New Look Retailers

(Ireland) Limited

Wexford 18 Main Street North,

WEXFORD, Ireland

Patrick

McKillen,Paul

McGlade,Liam

Cunningham

New Look Retailers

(Ireland) Limited

Kracow No. M104 Serenada

Shopping Centre

Centrum Serenada

Sp. z o.o.

New Look Poland

Sp. z o.o.

Gdansk Forum, Targ Sienny 7,

80-806 Gdańsk

Forum Gdańsk sp. z

o.o. (which is part of

Multi Poland)

New Look Poland

Sp. z o.o.

Gdynia Commercial premises in

Klif shopping mall

Paige Investments

Sp. z o.o.

Fashion Look Sp. z

o.o.

Katowice Commercial premises in

Supersam Katowice

shopping mall

DH Supersam

Katowice sp. z o.o.

Fashion Look Sp. z

o.o.

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Kielce Commercial premises in

Galeria Echo shopping

mall

Projekt Echo Galeria

Kielce – Magellan

West Sp. z o.o.

S.K.A.

Fashion Look Sp. z

o.o.

Lodz No. HM226 Manufaktura

Shopping Centre

Union Investment

Real Estate GmbH

New Look Poland

Sp. z o.o.

Lublin Commercial premises in

Tarasy Zamkowe

shopping mall

Galeria Zamek Sp. z

o.o.

Fashion Look Sp. z

o.o.

Poznań Posnania, Pleszewska 1,

61-136 Poznań

Centrum Posnania

sp. z o.o. (which is

part of Apsys Polska

SA)

New Look Poland

Sp. z o.o.

Warsaw Commercial premises in

Zlote Tarasy shopping

mall

Zlote Tarasy Sp. z

o.o.

Fashion Look Sp. z

o.o.

Warsaw New Look premises in

Warszawa Wilenska

Shopping Centre

WSSM Warsaw Sp.

z o.o.

Fashion Look Sp. z

o.o.


Blue City shopping mall

Blue City Sp. z o.o. Fashion Look Sp. z

o.o.


Centrum Handlowe

Tesco shopping mall

Tesco (Polska) Sp. z

o.o.

Fashion Look Sp. z

o.o.

Wroclaw Commercial premises in

Magnolia Park shopping

mall

Kasama Investments

Sp. z o.o.

Fashion Look Sp. z

o.o.

Wroclaw Commercial premises in

CH Renoma shopping

mall

DH Renoma sp. z

o.o.

Fashion Look Sp. z

o.o.

Wroclaw No. 1L022 Wroclavia

Shopping Centre

Wood Sp z o.o. New Look Poland

Sp. z o.o.

Szczecin Commercial premises in

Galeria Kaskada

shopping mall

Galeria Kaskada

Szczecin Sp. z o.o.

Fashion Look Sp. z

o.o.

Katowice Commercial premises in

Silesia Katowice

Helios SCC Sp. z

o.o.

Fashion Look Sp. z

o.o.

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shopping mall

The Company is a guarantor of the following facilities/notes:

Facility / Notes Borrower / Issuer Guarantee Agreement Date

/ Issue Date

£100m Revolving Credit

Facility

New Look Finance

Limited

Company

All monies 25 June 2015

£700m 6.5% Senior

Secured Notes due 2022

and the €415m Floating

Rate Senior Secured

Notes due 2022

New Look Secured

Issuer plc

On a senior secured

basis

24 June 2015

£176.7m 8.0% Senior

Notes due 2023

New Look Senior

Issuer plc

On a senior

subordinated basis

24 June 2015

Trade Finance Facility

Agreement

New Look

Retailers Limited

(Borrower)

All monies currently being

finalised

New Look Supplier

Invoice Finance Scheme

Buyer Agreement

New Look

Retailers Limited

(Buyer)

All monies 10 February 2010

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Schedule 13

Deloitte LLP Fee Estimate

1. The time charged to the CVA is by reference to the time properly given by the

Supervisors and their staff in attending to matters arising.

2. It is the Supervisors’ policy to delegate tasks in the CVA to appropriate members of

staff considering their levels of experience and any requisite specialism, supervised

accordingly, so as to maximise the cost effectiveness of the work performed. Matters

of particular complexity or significance requiring more exceptional responsibility are

dealt with by senior staff or the Supervisors themselves. Work carried out by all staff

is subject to the overall supervision of the Supervisors.

3. In addition to the Supervisors’ restructuring staff, the Supervisors may, on occasion,

utilise the services of specialist departments within the Supervisors’ firm, such as tax.

Those departments will charge hours when the Supervisors require their advice.

4. All time spent by staff working directly on case-related matters is charged to a time

code established for the case. Each member of staff has a specific hourly rate, which

is subject to change over time. The Fee estimate details the work that the Nominees

anticipate will need to be done by the Supervisors in relation to the CVA. The

estimated time costs are calculated on the basis of the anticipated number of units of

work to be carried out per grade of staff for each work category multiplied by blended

charge out rates across the grades of staff expected to perform each category of work.

Time is charged in six minute units.

Schedule 13 – Supervisor fee estimate

Grade (hours)

Partners

&

Directors

Assistant

Directors Managers

Assistant

Managers

Assistants

&

Support Total

Category Hours Hours Hours Hours Hours Hours Value

(£)

Avg

Rate

£/h

Administration

& Planning

20

29

29

49

78

205

115,150

562

Creditors

5

9

9

9

68

100

42,450

425

Case Specific

Matters

5

9

9

9

68

100

42,450

425

Total

30

47

47

67

214

405

200,050

494

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Category Key workstreams

Administration

& Planning

Initial appointment actions, including attendance at English Court,

communications with stakeholders, statutory filing requirements, initial

cashiering duties, case planning and management of appointment and closure

of administration, reporting to stakeholders and regular updates with New

Look management on Company operations, strategy and any associated risks.

Creditors Notifications and communications with unsecured and secured creditors,

including any distributions and any equity related matters.

Case Specific

Matters

Any matters specific to the Company, including pensions, VAT, tax and other

related issues.

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Schedule 14

List of Securities

No. Date

created

Security

document

Person(s)

entitled

Secured

liabilities

Charges

1 26 June

2015

Debenture Deutsche

Bank AG,

London

Branch as

Security

Agent

All monies Fixed and floating charge over

all of its present and future

assets and undertaking, all its

right, title and interest from

time to time in and to any

tangible moveable property,

any accounts, any intellectual

property, any goodwill and

rights in relation to the uncalled

capital, the investments and all

monetary claims and all related

rights other than any claims

which are otherwise subject to

a fixed charge or assignment

(at law or in equity) pursuant to

the debenture (subject to

certain excluded assets as per

the terms thereto).

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Schedule 15

Notices of Meetings

Notice to creditors of decision to be made at a physical meeting

Name of Company


Company registered number:

01618428

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

INSOLVENCY AND COMPANIES LIST

Court case number:

2018-

This notice is given in accordance with the requirements of rules 15.8 and 15.6 of the

Insolvency (England and Wales) Rules 2016 (IR 2016) and section 246ZE of the

Insolvency Act 1986 (IA 1986). References in this notice to rules and sections are, unless

expressly provided otherwise, respectively references to the rules of the IR 2016 and to

sections of the IA 1986.

We Daniel Butters and Neville Kahn of Deloitte LLP of 66 Shoe Lane, London, PO Box 810,

EC4A 3WA, joint Nominees of the Company (the “Conveners”) give notice to the creditors

of the following decision on which creditors’ votes is sought:

That the proposed company voluntary arrangement be approved / rejected [with the

following modifications]*.

* delete as appropriate

As a result of the requirement to hold a physical meeting following a request by creditors

meeting the thresholds in section 246ZE(7) of the IA 1986, the decision procedure will take

the form of a physical creditors' meeting at Grosvenor House Hotel, 86-90 Park Lane,

London, W1K 7TN at 2.30 p.m. on 21 March 2018 (the “decision date”) and the following

arrangements will apply to the decision procedure.

(i) In order to expedite the procedure for voting at the creditors’ meeting, please

complete and execute a Notice of Claim form and return a scanned copy by e-mail to

[email protected] or by facsimile to +44 (0) 121 695 5555 marked for the

attention of Holly Savage, by no later than 12:00 p.m. on 20 March 2018.

(ii) In addition, Notice of Claim forms can also be posted to Deloitte LLP at Four

Brindleyplace, Birmingham B1 2HZ.

(iii) However, persons wishing to vote at the meeting may instead bring their Notice of

Claim with them to the meeting.

Please note the following important information:

The meeting may be suspended or adjourned by the chair of the meeting and must be

adjourned if it is so resolved at the meeting.

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A creditor must have delivered to the Conveners a proof in respect of the creditor’s

claim (the “Notice of Claim”) by 12.00 p.m. on 20 March 2018 failing which the

vote by the creditor will be disregarded.

A creditor who has opted out from receiving notices may nevertheless vote if the

creditor provides a proof by 12.00 p.m. on 20 March 2018.

Any proxy must be delivered to the Conveners or chair before it may be used at the

meeting. A blank proxy form accompanies this notice.

The Conveners have the discretion to permit a creditor to attend a physical meeting

remotely if the Conveners receive a request to do so in advance of the meeting and in

the Conveners’ opinion, the request is reasonable and practicable.

As the decision relates to a proposed CVA creditors’ attention is drawn to the

following rules:

o rule 15.28 about creditors’ voting rights;

o rule 15.31 about the calculation of creditors’ voting rights; and

o rule 15.34 about the requisite majority of creditors for making decisions.

Extracts of these rules are set out in Appendix A which creditors should read to

understand their effect.

A complaint may be made in accordance with rule 15.38 by a person who is or claims

to be an excluded person or by a person who attends the meeting and claims to have

been adversely affected by the actual, apparent or claimed exclusion of another person.

Any such complaint must be made as soon as reasonably practicable and, in any event,

no later than 4pm on the business day following the day on which the person was,

appeared or claimed to be excluded. However, where the complainant has requested

an indication of what occurred during that person’s claimed exclusion in accordance

with rule 15.37, the complaint must in any event be made no later than 4pm on the

business day following the day on which the complainant received the indication.

A creditor or member may appeal a decision in accordance with rule 15.35. An

appeal of a decision in respect of a proposed CVA must be made within the period of

twenty-eight (28) days from and including the day on which the first of the reports

required by section 4(6) or paragraph 30(3) of Schedule A1 to the IA 1986 was filed

with the court.

The recipient of this notice may request a hard copy of this notice and any such

request should be made to the Conveners by telephone or to the e-mail address set out

below:

Telephone: 0121 696 8838

E-mail: [email protected]

Authenticated by the Conveners, joint Nominees of the Company:

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117

_____________________________

Daniel Butters

_____________________________

Neville Kahn

Dated 7 March 2018

Notice to present and former directors to participate in a creditors’ meeting pursuant to

rule 15.14.

The following present or former officers of the company are required to attend the creditors’

meeting of which notice is given above:

Name: [ ]

Name: [ ]

This notice is given pursuant to rule 15.14 of the IR 2016.

Appendix A - (CVA Voting)

Creditors’ attention is drawn to the following extracts of provisions of the IR 2016:

Rule 15.28 – Creditors’ voting rights - (extracts applicable to CVAs):

(2) In the case of a meeting, a proxy-holder is not entitled to vote on behalf of a creditor

unless the convener or chair has received the proxy intended to be used on behalf of

that creditor.

(3) A debt is claimed in accordance with this paragraph if it is-

(a) claimed as due from the company ... to the person seeking to be entitled to

vote; or

(b) in relation to a member State liquidator, claimed to be due to creditors in

proceedings in relation to which that liquidator holds office.

(4) The convener or chair may call for any document or other evidence to be produced if

the convener or chair thinks it necessary for the purpose of substantiating the whole or

any part of a claim.

(5) In a decision relating to a proposed CVA ... every creditor, secured or unsecured, who

has notice of the decision procedure is entitled to vote in respect of that creditor’s

debt....

Rule 15.31 - Calculation of creditors’ voting rights - (extracts applicable to CVAs):

(1) Votes are calculated according to the amount of each creditor’s claim—...

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(a) in a proposed CVA

(i) at the date the company went into liquidation where the company is being

wound up,

(ii) at the date the company entered into administration (less any payments made

to the creditor after that date in respect of the claim) where it is in

administration,

(iii) at the beginning of the moratorium where a moratorium has been obtained

(less any payments made to the creditor after that date in respect of the claim),

or

(iv) where (i) to (iii) do not apply, at the decision date;

(2) A creditor may vote in respect of a debt of an unliquidated or unascertained amount

(3) But in relation to a proposed CVA..., a debt of an unliquidated or unascertained

amount is to be valued at £1 for the purposes of voting unless the convener or chair or

an appointed person decides to put a higher value on it.

(4) Where a debt is wholly secured its value for voting purposes is nil.

(5) Where a debt is partly secured its value for voting purposes is the value of the

unsecured part.

(6) However, the value of the debt for voting purposes is its full value without deduction

of the value of the security in the following cases—...

(b) Where, in a proposed CVA, there is a decision on whether to extend or further

extend a moratorium or to bring a moratorium to an end before the end of the

period of any extension.

(7) No vote may be cast in respect of a claim more than once on any resolution put to the

meeting; and for this purpose (where relevant), the claim of a creditor and of any

member State liquidator in relation to the same debt are a single claim.

(8) A vote cast in a decision procedure which is not a meeting may not be changed.

(9) Paragraph (7) does not prevent a creditor or member State liquidator from—

(a) voting in respect of less than the full value of an entitlement to vote; or

(b) casting a vote one way in respect of part of the value of an entitlement and

another way in respect of some or all of the balance of that value.

Rule 15.34 – Requisite majorities of creditors for making decisions- (extracts applicable

to CVAs):

(3) Each of the following decisions in a proposed CVA is made when three-quarters or

more (in value) of those responding vote in favour of it—

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(a) a decision approving a proposal or a modification;

(b) a decision extending or further extending a moratorium; or

(c) a decision bringing a moratorium to an end before the end of the period of any

extension.

(4) In a proposed CVA a decision is not made if more than half of the total value of the

unconnected creditors vote against it.

(5) For the purposes of paragraph(4)—

(a) a creditor is unconnected unless the convener or chair decides that the creditor

is connected with the company;

(b) in deciding whether a creditor is connected reliance may be placed on the

information provided by the company’s statement of affairs or otherwise in

accordance with these Rules; and

(c) the total value of the unconnected creditors is the total value of those

unconnected creditors whose claims have been admitted for voting.

Notice to shareholder of decision to be made at a meeting of the Company

Name of Company


Company registered number:

01618428

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

INSOLVENCY AND COMPANIES

LIST

Court case number:

2018-

This notice is given in accordance with the requirements of rule 2.25 of the Insolvency

(England and Wales) Rules 2016 (IR 2016) and section 3 of the Insolvency Act 1986 (IA

1986). References in this notice to rules and sections are, unless expressly provided

otherwise, respectively references to the rules of the IR 2016 and to sections of the IA 1986.

We Daniel Butters and Neville Kahn of Deloitte LLP of 66 Shoe Lane, London, PO Box 810,

EC4A 3WA, joint Nominees of the Company (the “Conveners”) give notice to the

shareholder of the following decision on which shareholder’s approval is sought:

That the proposed company voluntary arrangement be approved / rejected [with the

following modifications]*.

* delete as appropriate

A meeting of the Company will be held at Grosvenor House Hotel, 86-90 Park Lane, London,

W1K 7TN at 5.00 p.m. on 21 March 2018 (the “decision date”).

Please note the following important information:

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Any proxy must be delivered to the Conveners or chair before it may be used at the

meeting. A blank proxy form accompanies this notice.

As the decision relates to a proposed CVA the member’s attention is drawn to the

following rules:

o rule 2.35 about members’ voting rights;

o rule 2.36 about the requisite majority of members for passing resolutions;

and

o rule 15.35(2) about rights of appeal.

Extracts of these rules are set out in Appendix B which members should read to

understand their effect.

The recipient of this notice may request a hard copy of this notice and any such

request should be made to the Conveners by telephone or to the e-mail address set out

below:

Telephone: 0121 696 8838

E-mail: [email protected]

Authenticated by the Conveners, joint Nominees of the Company:

_____________________________

Daniel Butters

_____________________________

Neville Kahn

Dated: 7 March 2018

Appendix B - (CVA Voting)

Members’ attention is drawn to the following extracts of provisions of the IR 2016:

2.35 Members' voting rights

(1) A member is entitled to vote according to the rights attaching to the member's shares in

accordance with the articles of the company.

(2) A member's shares include any other interest that person may have as a member of the

company.

(3) The value of a member for the purposes of voting is determined by reference to the

number of votes conferred on that member by the company's articles.

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2.36 Requisite majorities of members

(1) A resolution is passed by members by correspondence or at a meeting of the company

when a majority (in value) of those voting have voted in favour of it.

(2) This is subject to any express provision to the contrary in the articles.

(3) A resolution is not passed by correspondence unless at least one member has voted in

favour of it.

15.35 Appeals against decisions under this Chapter

(2) In a proposed CVA, an appeal against a decision under this Chapter may also be made by

a member of the company.

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Schedule 16

Forms of Proxy

Part 1

Creditors’ Proxy

Rule 16.3 Proxy (Company Voluntary Arrangement)

New Look Retailers Limited

01618428

Name of Creditor __________________________________

Address __________________________________

Please insert name

of person (who

must be 18 or

over) or the Chair

of the Meeting. If

you wish to

provide for

alternative proxy

holders in the

circumstances that

your first choice is

unable to attend

please state the

name(s) of the

alternatives as

well

Please indicate by

ticking the box

Name of Proxy Holder

1. _______________________________________________________

2. _______________________________________________________

3. _______________________________________________________

I appoint the above person to be my/the creditor’s proxy holder:

1. At the specific meeting of creditors to be held on 21 March 2018 at

2:30 p.m. at Grosvenor House Hotel, 86-90 Park Lane, London, W1K

7TN, or at any adjournment of that meeting.

The proxy holder is to propose or vote as instructed below (and in

respect of any resolution for which no specific instruction is given, may

vote at his/her discretion).

Or

2. In this and all subsequent proceedings

No voting instructions are required if option 2 is ticked.

Voting Instructions for Decisions

*Please delete as

appropriate

PLEASE NOTE

THERE ARE

ADDITIONAL

DECISIONS &

VOTING

INSTRUCTION

S OVERLEAF

*Please delete as

1. For the acceptance/rejection* of the proposed voluntary

arrangement [(with the following modifications)].

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

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123

appropriate __________________________________________________________

__________________________________________________________

Any other resolutions which the proxy-holder is to propose or vote in

favour of or against should be set out in numbered paragraphs in the

space provided above. If more room is required please use the other

side of this form.

Signed _______________________________

Date _______________________________

Name in BLOCK LETTERS _______________________________

Only to be

completed if the

creditor has not

signed in person

Position with creditor or relationship to creditor or other authority

for signature

__________________________________________________________

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Part 2

Shareholder’s Proxy

Rule 16.3

The Insolvency Act 1986

Proxy (company voluntary arrangement)

In the matter of New Look Retailers Limited

and

In the matter of the Insolvency Act 1986

Name of shareholder:

Address:

Name of proxy-holder:1

1 /Chairman*

2

3

I appoint the above person(s)/Chairman of the Meeting of the Company*, to be my/the

shareholder’s proxy-holder at the meeting of shareholders to be held on 21 March 2018 at

5:00 pm, or at any adjournment of that meeting. The proxy-holder is to propose or vote as

instructed below (and in respect of any resolution for which no specific instruction is given,

may vote or abstain at his/her discretion).

* delete as applicable

Voting instructions for resolutions:

For the acceptance/rejection* of the proposed voluntary arrangement [with the

following modification(s)].

Signature: Date:

Name:

Position:

Sole shareholder: Y/N

1 May be completed with the name of the person or the Chairman of the Shareholder’s Meeting who is

the proxy-holder.

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Schedule 17

Notice of Claim

IN THE HIGH COURT OF JUSTICE No. [●] of 2018

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (Chd)

IN THE MATTER OF:


(“the Company”)

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended)

NOTICE OF CLAIM

1. Name and Address of Creditor:

Contact name:

Telephone number:

Fax number:

E-mail address:

Account by which creditor identifies debtor(s):

2. Nature of debt against the Company referred to above

(e.g. goods sold/ services performed/guarantee claim

etc.):

3. Date(s) the debt was incurred:

4. Is any party jointly liable for the debt? Yes

No

5. If so, identify the party(ies) in question and specify

the nature of the claim against each one:

6. Details of any documents by reference to which the

claim against the Company referred to in section 1

above can be substantiated:

Note that the Supervisors may call for any document

or evidence to substantiate the claim at their

discretion

7. Total amount of claim as at 21 March 2018 in respect

of the Company:

Total amount of interest owed on the claim as at 21

March 2018 in respect of the Company:

-

8. If the debt is subject to VAT please provide details of

the amount of VAT payable and copy of the relevant

VAT invoice Note: payments will not be made in

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126

respect of VAT unless a VAT invoice has been

provided to the Supervisors, where a tax point has

previously arisen, evidencing the amount of the VAT

(if any))

9. Please provide brief particulars of the security (if any),

including the value of security, and the date it was

given:

10. Give details of whether the whole or any part of your

claim falls within any (and if so which) of the

categories of preferential debts under section 386 of,

and Schedule 6 to, the Insolvency Act 1986 (as read

with Schedule 3 to the Social Security Pensions Act

1975):

11. Have you obtained a court judgment in relation to

your claim?

Yes

No

If so please provide particulars, including the date of

the judgment.

12. So far as you are aware, has anyone else filed a Notice

of Claim form relating to your claim?

Yes

No

If so, please provide particulars.

13. Signature of the Creditor or person authorised to act

on their behalf:

Name in BLOCK LETTERS:

Position in relation to the Creditor:

Date:

Please use a continuation sheet if necessary.

(i) In order to expedite the procedure for voting at the creditors’ meeting, please

complete the form and return a scanned copy by e-mail to

[email protected] or by facsimile to +44 (0) 121 695 5555, by no later

than 12:00 p.m. on 20 March 2018.

(ii) In addition, Notice of Claim forms can also be posted to Deloitte LLP at

Four Brindleyplace, Birmingham B1 2HZ

(iii) However, persons wishing to vote at the meeting may instead bring their

Notice of Claim with them to the meeting.

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SAVE FOR PERSONS WISHING TO VOTE AT THE MEETING WHO MAY BRING

THEIR NOTICE OF CLAIM WITH THEM TO THE MEETING, IT IS REQUESTED

THAT THIS FORM BE RETURNED BY 12:00 P.M. ON 20 MARCH 2018.

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Schedule 18

Notice of Effectiveness

NOTICE OF EFFECTIVENESS

Business and Property Courts

IN THE HIGH COURT OF JUSTICE No. [●] of 2018



IN THE MATTER OF:


(the “Company”)

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986

(as amended)

NOTICE OF EFFECTIVENESS

TO: ALL HOLDERS OF CVA CLAIMS AGAINST THE COMPANY

[DATE]

Notice is hereby given in accordance with Clause 2 (Effectiveness of the CVA) of Part V

(Terms of the Company Voluntary Arrangement)] of the Directors’ proposal for a Company

Voluntary Arrangement in respect of the Company which was approved at Creditors’

Meeting and Shareholder’s Meeting on 21 March 2018 (the “Proposal”) (capitalised terms

used in which shall have the same meaning in this notice) that the Effective Date occurred on

[●] 2018.

[ ] on behalf of the Supervisors

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Schedule 19

Notice of Termination

NOTICE OF TERMINATION


IN THE HIGH COURT OF JUSTICE No. [●] of [●]



IN THE MATTER OF:


(the “Company”)



(as amended)

NOTICE OF TERMINATION


[DATE]

Notice is hereby given in accordance with Clause 32 (Completion or Termination of the CVA)

of Part V (Terms of the Company Voluntary Arrangement) of the Directors’ proposal for a

Company Voluntary Arrangement in respect of the Company dated 7 March 2018 (the

“Proposal”) (capitalised terms used in which shall have the same meaning in this notice) that

pursuant to Clause 32 (Completion or Termination of the CVA) of Part V (Terms of the

Company Voluntary Arrangement) of the Proposal the CVA in relation to the Company has

failed in respect of [specify reason] and shall be deemed terminated with effect from the date

hereof.


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Schedule 20

Notice of Completion

NOTICE OF COMPLETION


IN THE HIGH COURT OF JUSTICE No. [●] of [●]



IN THE MATTER OF:

NEW LOOK RETAILERS LIMITED (the “Company”)



(as amended)

NOTICE OF COMPLETION


[DATE]

Notice is hereby given in accordance with Clause 32 (Completion or Termination of the CVA)

of Part V (Terms of the Company Voluntary Arrangement) of the Directors’ proposal for a

Company Voluntary Arrangement in respect of the Company dated 7 March 2018 (the

“Proposal”) (capitalised terms used in which shall have the same meaning in this notice) that

pursuant to Clause 32 (Completion or termination of the CVA) of Part V (Terms of the

Company Voluntary Arrangement) of the Proposal the CVA has been fully implemented.


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A - Summary of Assets

Book Value

(£)

Estimated

realiseable value

(£)

Assets subject to a fixed charge

Non current

Intangible assets 70,535,782 -

Investment in joint ventures 59,377,158 -

129,912,940 -

Assets subject to a floating charge

Non current

Property, plant and equipment 89,794,580 18,487,186

Other recievables non current 50,000 -

Deferred income tax asset 10,730,225 -

Current

Stock 134,871,577 125,781,713

Trade receivables 36,383,108 31,191,800

Other receivables current 7,359,012 2,938,974

Prepayments current 49,448,634 -

Accrued income current 3,185,834 744,308

Intercompany 348,641,402 -

Derivative financial instrument assets - current 449,060 -

Cash and cash equivalents 22,827,230 22,827,230

703,740,662 201,971,212

Uncharged Assets

- -

- -

Estimated total assets available for preferential creditors 833,653,602.67 201,971,211.55

List assets with brief description

A1 - Summary of Liabilities

Estimated to

Realise

(£)

Estimated total assets available for preferential creditors 201,971,211.55

(carried from schedule A)

Liabilities

Preferential creditors (3,266,217.00)

Estimated surplus/(deficiency) as regards preferential creditors 198,704,994.55

Estimated prescribed part of net property where applicable (to carry forward) (600,000.00)

Estimated total assets available for floating charge holders 198,104,994.55

Debts secured by floating charges (1,342,970,875.39)

Estimate surplus/(deficiency) of assets after floating charges (1,144,865,880.84)

Estimated prescribed part of net property where applicable (brought down) 600,000.00

Total assets available to unsecured creditors 600,000.00

Unsecured non-preferential claims (excluding any shortfall to floating charge holders) (184,426,226.18)

Estimated surplus/(deficiency) as regards non-preferential creditors (183,826,226.18)

(excluding any shortfall to floating charge holders)

Shortfall to floating charge holders (brought down) (1,144,865,880.84)

Estimated surplus/(deficiency) as regards creditors (1,328,692,107.02)

Issued and call up capital & premium 1,000.00

Estimated total surplus/(deficiency) as regards members (1,328,691,107.02)

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Notes to accompany the Statement of Affairs as at 20 January 2018

1. The Statement of Affairs has been prepared to account for net book value of assets

and liabilities on the same basis as the management accounts.

2. The estimated book values are based on the management accounts for the Company

as at 20 January 2018. The Directors requested that the Nominees consent to the use

of figures taken from New Look Retailers Limited’s 20 January 2018 management

accounts for the purposes of the Statement of Affairs, as accounts for the February

2018 period had not been completed by the time of finalising the proposal for

submission to Court. The Nominees have given their consent for this reason.

3. The estimated to realise figures also assume that the Company would be placed into

administration as at the date of preparation.

4. The total liability to Landlords has been calculated based on annual rent, service

charges, insurance and dilapidations on a Landlord-by-Landlord basis. The liability

for both Category A Landlords and Compromised Landlords has been prepared using

the same assumptions as set out in Part 2 (Landlord Assumptions) of Schedule 2

(Calculation of Landlords’ Claims). In an administration it is assumed that all sites

would be surrendered after a brief period of trading to realise stock.

5. The Connected Creditors are as detailed in Schedule 4 (Statutory and Financial

Information).

6. For a full list of CVA Creditors see Schedule 25 (List of CVA Creditors).

7. For a full list of Shareholders see Schedule 24 (Shareholder Details).

8. Key assumptions applied to the administration scenario used in the Statement of

Affairs of the Company:

a) Landlord claims have been prepared using the same assumptions as set out in

Part 2 (Landlord Assumptions) of Schedule 2 (Calculation of Landlords’

Claims).

b) Employee claims have been calculated as all accrued wages, holiday,

contractual notice and redundancy pay as at the date of the Statement of

Affairs.

c) As at 20 January2018 the Company had provided the following security: fixed

and floating charge in relation to the RCF and the Notes.

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Schedule 22

Notice to Vacate


IN THE. HIGH COURT OF JUSTICE No. [•] of [•]



IN THE MATTER OF:

NEW LOOK RETAILERS LIMITED (the “Company”)



(as amended)

NOTICE TO VACATE

TO: THE COMPANY

[DATE]

Notice is hereby given in accordance with [Clause [x] of Part V (Terms of the Company

Voluntary Arrangement)] of the Directors’ proposal for a Company Voluntary Arrangement

in respect of the Company (the “Proposal”) (capitalised terms used in which shall have the

same meaning in this notice) that the landlord requires the Company to vacate the following

property:

Address of Premises:

[●] (the “Premises”)

[●] (the “Landlord”)

The Landlord wishes [delete as appropriate]:

To forfeit or irritate the lease of the Premises in accordance with [Clause [x] of Part V (Terms

of the Company Voluntary Arrangement)] of the Proposal.

To procure the surrender or renunciation the lease of the Premises in accordance with [Clause

[x] of Part V (Terms of the Company Voluntary Arrangement) ] of the Proposal.

To assign the lease of the Premises in accordance with [Clause [x] of Part V (Terms of the

Company Voluntary Arrangement)] of the Proposal.

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Schedule 23

Forms of Surrender

Part 1

Form of Surrender Deed for English Leases

DATED [●]

PARTIES

(1) [●] [of] [(company no [●]) whose registered office is at] [●] (the “Landlord”)

(2) New Look Retailers Limited (company number 01618428) whose registered office is

at New Look House, Mercery Road, Weymouth, Dorset, DT3 5HJ (the “Tenant”)

(3) [[●] (company number [●]) whose registered office is at [●] (the “Guarantor”)]

BACKGROUND

(A) This Deed is supplemental to the Lease.

(B) The reversion immediately expectant upon the term granted by the Lease is now

vested in the Landlord.

(C) The term granted by the Lease is now vested in the Tenant.

(D) It has been agreed that the Tenant will surrender the term granted by the Lease to the

Landlord in consideration of the release by the Landlord and that the Landlord will

accept the surrender in consideration of the release by the Tenant.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed:

“Lease” means the lease and other documents referred to in Schedule 2 (The Lease).

“Property” means the property described in Schedule 1 (The Property) and demised

by the Lease.

[“Underlease” means any sub-lease, licence or occupation agreement subordinate to

the Lease and described in Schedule 3 (The Underlease).]

Where any party to this Deed is more than one person the expressions the “Landlord”

[,] [and] the “Tenant” [and the “Guarantor”] include the plural number and

obligations in this Deed expressed or implied to be made with or by any of them are

to be treated as made by or with such individuals jointly and severally.

1.2 The Clause and Schedule headings in this Deed are for ease of reference only and are

not to be taken into account in the construction or interpretation of any provision to

which they refer.

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1.3 Unless the contrary intention appears, references to numbered Clauses or Schedules

are references to the relevant Clause in, or Schedule to, this Deed.

2. SURRENDER

In consideration of a peppercorn (exclusive of value added tax) paid by the Tenant to

the Landlord and the release contained in Clause 3.1, the Tenant (with effect from the

date of this Deed) with limited title guarantee but so that the Tenant shall not be liable

under any of the covenants set out in section 4 of the Law of Property (Miscellaneous

Provisions) Act 1994 for any subsisting breach of covenant or condition relating to

the state and condition of the Property surrenders the Property to the Landlord,

[subject to the Underlease,] to the intent that the residue of the term of years granted

by the Lease shall merge and be extinguished in the reversion.

3. RELEASES

3.1 The Landlord releases the Tenant [and the Guarantor] absolutely from [its] [their

respective] liabilities, covenants and obligations past, present and future under the

Lease and in respect of any other claims the Landlord may have against the Tenant.

3.2 The Tenant releases the Landlord absolutely from its liabilities, covenants and

obligations past, present and future under the Lease.

3.3 [The Landlord shall, with the object of affording the Tenant a full and sufficient

indemnity (but not further or otherwise) comply with the Landlord’s covenants in the

Underlease.]

4. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

4.1 Unless the right of enforcement is expressly provided, it is not intended that a third

party should have the right to enforce provisions of this Deed under the Contracts

(Rights of Third Parties) Act 1999.

4.2 The parties may vary this Deed without the consent of a third party to whom an

express right to enforce any of its terms has been provided.

Delivered as a deed on the date of this document.

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Schedule 1

The Property

The leasehold land and property known as [●] as the same is more particularly described in

the Lease.

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Schedule 2

The Lease

Date Parties Term Rent

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[Schedule 3

The Underlease]

[ATTESTATION]

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Part 2

Form of Surrender to be used for Premises Located in Scotland

RENUNCIATION

[between] [among]

[ ], incorporated under the Companies Acts (registered number [ ]) and having their

registered office at [ ] (“the Landlords”)

and

NEW LOOK RETAILERS LIMITED, incorporated under the Companies Acts (registered

number 01618428) and having their registered office at New Look House, Mercery Road,

Weymouth, Dorset, DT3 5HJ (“the Tenants”)

[and

[[ ], incorporated under the Companies Acts (registered number [ ]) and having their

registered office [ ] (“the Guarantors”) [include only if there is a guarantee in lease]]

WHEREAS:

(A) The Tenants have right to the Property Interest;

(B) The Landlords have right to the interest of the landlords under the Lease;

(C) [The Guarantors are the guarantors of the Tenants’ obligations under the Lease;]

(D) The Tenants have agreed to grant and the Landlords have agreed to accept, a

renunciation of the Property Interest with effect from the Effective Date.

IT IS AGREED by the Landlords and the Tenants [and the Guarantors] as follows:-

1. DEFINITIONS

In this Renunciation:

“Effective Date” means [Note: Insert effective date as defined as established in

accordance with the terms of the CVA];

“Guarantee” means [Note: Insert details of guarantee document];

“Lease” means the lease of the Property between [ ] and [ ] dated [ ] and [registered

in the Books of Council and Session on [ ]] [and [also] registered in the Land

Register of Scotland under Title Number [ ]];

“Property” means ALL and WHOLE the property known as and forming [ ] being

the subjects more particularly described in the Lease [and registered in the Land

Register of Scotland under Title Number [ ]];

“Property Interest” means the tenants’ interest under the Lease;

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[“Sublease” means any sub-lease, licence or occupational agreement subordinate to

the Lease;] and

2. RENUNCIATION

2.1 The Tenants renounce in favour of the Landlords the Property Interest and discharge

all claims against the Landlords arising out of or in respect of the Lease and in respect

of the Property, with effect from the Effective Date.

2.2 The Landlords accept this Renunciation and discharge the Tenants [and the

Guarantors] of all claims against the Tenants [and the Guarantors] arising out of or in

respect of the Lease and the Guarantee and in respect of the Property including,

without limitation, all monetary claims and any claims in respect of dilapidations on

termination of the Lease, with effect from the Effective Date.

3. WARRANDICE/POSSESSION

The Tenants grant warrandice and give to the Landlords vacant possession [subject to

any Sublease] of the Property with effect from the Effective Date.

4. CONSENT TO REGISTRATION

The Landlords and the Tenants [and the Guarantors] consent to registration of this

Renunciation for preservation and execution: IN WITNESS WHEREOF these

presents are executed as follows:-

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142

For the Landlords, [Note: insert name of Landlords]

signature of

director/secretary/authorised

signatory/witness

signature of

director/secretary/authorised signatory

full name of above (print) full name of above (print)

date of signing

address of witness place of signing

For the Tenants, NEW LOOK RETAILERS LIMITED

signature of


signatory/witness

signature of



date of signing


[For the Guarantors, [Note: insert name of Guarantors]]

signature of


signatory/witness

signature of



date of signing

LEGAL_EU # 21926027.19

143


LEGAL_EU # 21926027.19

144

Part 3

Form of Surrender Deed for Northern Irish Leases

DATED [●]

PARTIES

(1) [●] [of] [(company no [●]) whose registered office is at] [●] (the “Landlord”)

(2) New Look Retailers Limited (company number 01618428) whose registered office

is at New Look House, Mercery Road, Weymouth, Dorset, DT3 5HJ (the “Tenant”)

(3) [[●] (company number [●]) whose registered office is at [●] (the “Guarantor”)]

BACKGROUND

(A) This Deed is supplemental to the Lease.

(B) The reversion immediately expectant upon the term granted by the Lease is now

vested in the Landlord.

(C) The term granted by the Lease is now vested in the Tenant.

(D) It has been agreed that the Tenant will surrender the term granted by the Lease to the

Landlord in consideration of the release by the Landlord and that the Landlord will

accept the surrender in consideration of the release by the Tenant.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed:

“Lease” means the lease and other documents referred to in Schedule 2 (The Lease).

“Property” means the property described in Schedule 1 (The Property) and demised

by the Lease.

[“Underlease” means any sub-lease, licence or occupation agreement subordinate to

the Lease and described in Schedule 3 (The Underlease).]

Where any party to this Deed is more than one person the expressions the “Landlord”

[,] [and] the “Tenant” [and the “Guarantor”] include the plural number and

obligations in this Deed expressed or implied to be made with or by any of them are

to be treated as made by of with such individuals jointly and severally.

1.2 The Clause and Schedule headings in this Deed are for ease of reference only and are

not to be taken into account in the construction or interpretation of any provision to

which they refer.

LEGAL_EU # 21926027.19

145

1.3 Unless the contrary intention appears, references to numbered Clauses or Schedules

are references to the relevant Clause in, or Schedule to, this Deed.

2. SURRENDER

In consideration of a peppercorn (exclusive of value added tax) paid by the Tenant to

the Landlord and the release contained in Clause 3.1, the Tenant (with effect from the

date of this Deed) as beneficial owner and so that the Tenant shall not be liable for

any subsisting breach of covenant or condition relating to the state and condition of

the Property surrenders the Property to the Landlord, [subject to the Underlease,] to

the intent that the residue of the term of years granted by the Lease shall merge and be

extinguished in the reversion.

3. RELEASES

3.1 The Landlord releases the Tenant [and the Guarantor] absolutely from [its] [their

respective] liabilities, covenants and obligations past, present and future under the

Lease and in respect of any other claims the Landlord may have against the Tenant.

3.2 The Tenant releases the Landlord absolutely from its liabilities, covenants and

obligations past, present and future under the Lease.

3.3 [The Landlord shall, with the object of affording the Tenant a full and sufficient

indemnity (but not further or otherwise) comply with the Landlord’s covenants in the

Underlease.]

4. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

4.1 Unless the right of enforcement is expressly provided, it is not intended that a third

party should have the right to enforce provisions of this Deed under the Contracts

(Rights of Third Parties) Act 1999.

4.2 The parties may vary this Deed without the consent of a third party to whom an

express right to enforce any of its terms has been provided.

Delivered as a deed on the date of this document.

LEGAL_EU # 21926027.19

146

Schedule 1

The Property

The leasehold land and property known as [●] as the same is more particularly described in

the Lease.

LEGAL_EU # 21926027.19

147

Schedule 2

The Lease

Date Parties Term Rent

LEGAL_EU # 21926027.19

148

[Schedule 3

The Underlease]

[ATTESTATION]

LEGAL_EU # 21926027.19

149

Part 4

Form of TR1

Leave blank if

not yet

registered.

1. Title number(s) of the property:

[•]

Insert address,

including

postcode (if

any), or other

description of

the property,

for example

‘land adjoining

2 Acacia

Avenue’.

2. Property:

[•]

Remember to

date this deed

with the day of

completion, but

not before it has

been signed and

witnessed.

3. Date:

Give full

name(s) of all

the persons

transferring the

property.

Complete as

appropriate

where the

transferor is a

company.

4. Transferor:

[•]

For UK incorporated companies/LLPs

Registered number of company or limited liability partnership

including any prefix: [•]

For overseas companies

(a) Territory of incorporation: [•]

(b) Registered number in the United Kingdom


Give full

name(s) of all

the persons to

be shown as

registered

proprietors.

Complete as

appropriate

where the

5. Transferee for entry in the register:

[•]

For UK incorporated companies/LLPs

Registered number of company or limited liability partnership


LEGAL_EU # 21926027.19

150

transferee is a

company.

Also, for an

overseas

company,

unless an

arrangement

with Land

Registry exists,

lodge either a

certificate in

Form 7 in

Schedule 3 to

the Land

Registration

Rules 2003 or a

certified copy

of the

constitution in

English or

Welsh, or other

evidence

permitted by

rule 183 of the

Land

Registration

Rules 2003.

For overseas companies

(c) Territory of incorporation: [•]

(d) Registered number in the United Kingdom


Each transferee

may give up to

three addresses

for service, one

of which must

be a postal

address whether

or not in the

UK (including

the postcode, if

any). The

others can be

any

combination of

a postal

address, a UK

DX box number

or an electronic

address.

6. Transferee’s intended address(es) for service for entry in the

register:

[•]

7. The transferor transfers the property to the transferee

LEGAL_EU # 21926027.19

151

Place ‘X’ in the

appropriate

box. State the

currency unit if

other than

sterling. If

none of the

boxes apply,

insert an

appropriate

memorandum

in panel 11.

8. Consideration

The transferor has received from the transferee for the

property the following sum (in words and figures): [•]

The transfer is not for money or anything that has a

monetary value

insert other receipt as appropriate: [•]

Place ‘X’ in

any box that

applies.

Add any

modifications.

9. The transferor transfer with

full title guarantee

limited title guarantee

The covenants set out in sections 3 and 4(1)(b) of the Law of

Property (Miscellaneous Provisions) Act 1994 shall not extend to

liability for any subsisting breach of covenant or condition

relating to the state and condition of the Property transferred.

Where the

transferee is

more than one

person, place

‘X’ in the

appropriate

box.

10. Declaration of trust. The transferee is more than one person and

they are to hold the property on trust for themselves as

joint tenants

they are to hold the property on trust for themselves as

tenants in common in equal shares

they are to hold the property on trust: [•]

Complete as

necessary

Insert here any

required or

permitted

statement,

certificate or

application and

any agreed

covenants,

declarations and

so on.

11 Additional provisions

LEGAL_EU # 21926027.19

152

The transferor

must execute

this transfer as

a deed using the

space opposite.

If there is more

than one

transferor, all

must execute.

Forms of

execution are

given in

Schedule 9 to

the Land

Registration

Rules 2003. If

the transfer

contains

transferee’s

covenants or

declarations or

contains an

application by

the transferee

(such as for a

restriction), it

must also be

executed by the

transferee.

12 Execution

If there is more

than one

transferee and

panel 10 has

been

completed, each

transferee must

also execute

this transfer to

comply with the

requirements in

section 53(1)(b)

of the Law of

Property Act

1925 relating to

the declaration

of a trust of

land.

Executed as a deed by (name of

company) Acting by [a director and

its secretary] [two directors]

Signature

Director

Signature

[Secretary] [Director]

LEGAL_EU # 21926027.19

153

Executed as a deed by affixing the

common seal of (name of company)

In the presence of:

……………………………………

Signature of Director

……………………………………

Signature of [Director] [Secretary]

Common seal of

company

Executed as a deed by (name of

company) acting by a director in the

presence of:

Signature

Director

Signature of witness…………………………………………..

Name (in BLOCK CAPITALS) ………………………………

Address. ……………………………………………………….

WARNING

If you dishonestly enter information or make a statement that you know is, or might be,

untrue or misleading, and intend by doing so to make a gain for yourself or another person, or

to cause loss or the risk of loss to another person, you may commit the offence of fraud under

section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years’ imprisonment

or an unlimited fine, or both.

Failure to complete this form with proper care may result in a loss of protection under the

Land Registration Act 2002 if, as a result, a mistake is made in the register.

Under section 66 of the Land Registration Act 2002 most documents (including this form)

kept by the registrar relating to an application to the registrar or referred to in the register are

open to public inspection and copying. If you believe a document contains prejudicial

information, you may apply for that part of the document to be made exempt using Form

EX1, under rule 136 of the Land Registration Rules 2003.

© Crown copyright (ref: LR/HO) 04/17

LEGAL_EU # 21926027.19

154

Schedule 24

Shareholder Details

Shareholder % Shareholding in the Company

New Look Limited (a company incorporated

in England and Wales with company number

01996366)

100%

LEGAL_EU # 21926027.19

155

Schedule 25

List of CVA Creditors

Secured Creditors

Secured Creditor2 Claim Amount (£)

RCF Lenders 100,000,000.00

Holders of the Notes 1,242,970,875.39

Trade Creditors

Supplier Name Balance (£)

FRONT ELITE GROUP

LIMITED

ROOM 1801-1803, 18/F,

MIDAS PLAZA, 1 TAI YAU

STREET, SAN PO KONG,

KOWLOON

10,899,362.13

GBX TRADING FZE PO BOX 263281, OFFICE NO

LB181803, JAFZA VIEW 18,

JEBEL ALI, United Arab

Emirates

7,151,078.46

EUROPRIDE LTD UNIT 7 10 CENTRE, LEA

ROAD, WALTHAM ABBEY,

EN9 1AS, United Kingdom

(Great Britain)

6,948,630.36

TIGER LILY GARMENTS

LTD

14-16 FARADAY STREET,

MANCHESTER, M1 1BE,

United Kingdom (Great Britain)

5,880,223.21

EVIS INTERNATIONAL CO

HK LTD

10F HAISHU BUILDING,

ZHONGSHAN XILU NR. 11,

NINGBO, 315000, China

2,804,670.36

ALLPORT GBP ALLPORT HOUSE, COWLEY

BUSINESS PARK, HIGH

STREET, COWLEY,

UXBRIDGE

2,792,413.11

ECHO SOURCING LTD 110-112 PARKWAY,

CAMDEN, LONDON, NW1

7AN, United Kingdom (Great

Britain)

2,705,779.71

NOVA OF LONDON LTD CHAWLSONS HOUSE, 191-

193 COMMERCIAL ROAD,

LONDON, E1 2BT, United

Kingdom (Great Britain)

2,600,331.44

VISAGE LTD 3RD FLOOR CENTENARY 1,967,567.95

2 wholly secured by the debenture created on 26 June 2015, details of which are available in Schedule 14 (List

of Securities)

LEGAL_EU # 21926027.19

156

HOUSE, 1 CENTENARY

WAY, WASHINGTON,

MANCHESTER, M50 1RF

LELLA & BROS UNIT 20-22 HIGH CROSS

CENTER, FOUNTAYNE

ROAD, TOTTENHAM,

LONDON, N15 4QN

1,196,049.96

DPD UK 15TH FLOOR CASTLEHEAD,

LOWER CASTLE STREET,

BRISTOL, BS1 3AG, United


1,164,420.25

NLT TEKSTIL SAN.VE TIC

LTD STI

BAGLAR MAHOSMANPASA

CAD, NO 95 ISTANBUL34

PLAZA A BLOK, 9

GUNESLI, BAGCILAR,

ISTANBUL

1,139,602.10

NEW DIMENSION 259 HIGH STREET,

HOUNSLOW, TW3 1EA,


1,055,610.30

STAND LUCK INC 16F-3, WU CYUAN W.RD,

TAICHUNG, Taiwan, Province

of China

894,260.07

S.A.N. INTERNATIONAL 288 PHASE-IV, UDYOG

VIHAR, GURGAON, 122016,

India

876,950.95

LANDMASTER

INTERNATIONAL LTD

C/O BRILLIANT

FOOTWEAR CORP, NO 33-2

SEA-LIU STREET, TA LI

CITY, TAICHUNG, Hong

Kong

825,429.73

CCS MCLAYS LIMITED Rhymney House, Copse Walk,

Cardiff Gate International,

Business Park, CARDIFF

815,026.70

ACCENTURE (UK) LTD 30 FENCHURCH STREET,

LONDON, EC3M 3BD, United


772,200.40

CLIPPER LOGISTICS PLC GELDERED ROAD, LEEDS,

LS12 6LT, United Kingdom

(Great Britain)

770,354.82

INNOCENCE INNOCENCE HOUSE, 103

WANTZ ROAD,

DAGENHAM, RM10 8PS,


762,532.40

VENTRICA LIMITED 4TH FLOOR TYLERS

HOUSE, TYLERS AVENUE,

SOUTHEND ON SEA, SS1

2BB, United Kingdom (Great

Britain)

747,117.97

GOOGLE IRELAND

LIMITED

1ST & 2ND FLOORS

GORDON HOUSE, BARROW

734,180.17

LEGAL_EU # 21926027.19

157

STREET, DUBLIN, DUBLIN

4, Ireland

STONE MANOR LTD 50 EAGLE WHARF ROAD,

LONDON, N1 7ED, United


719,450.77

E-TEEN MARKET LTD RM 202, 2/FL.,, SUN

CHEONG INDUSTRIAL

BLDG.,, 204 CHEUNG YEE

STREET,, LAI CHI KOK,

China

689,268.92

BUFFALO PRIVATE

LABEL(GBP)

UNIT E 9 MESSENGER

CLOSE, LOUGHBOROUGH,

LE11 5SR, United Kingdom

(Great Britain)

679,294.56

HANGZHOU CORE IMPORT

& EXPORT

AGENT-HLC CLOTHING

LTD, WINSTON HOUSE, 2

DOLLIS PARK, FINCHLEY,

LONDON

655,645.57

SALESFORCE.COM EMEA

LIMITED

FLOOR 26 SALESFORCE

TOWER, 110 BISHOPSGATE,

LONDON, EC2N 4AY, United


643,473.72

MILLERS RETAIL DESIGN

LTD

GRANBY HOUSE,

GREENWARD STREET,

SALFORD, M6 6PD, United


605,489.22

EUROPA SHOP & OFFICE

FITTING

3 MAXTED ROAD, HEMEL

HEMPSTEAD, HP2 7DX,


583,977.58

CARMEL CLOTHING LTD UNIT 1, 55-57 HOLMES

ROAD, KENTISH TOWN,

LONDON, NW5 3AN

575,817.84

SHANGHAI SHEN DA IMP.

& EXP.C

NO 258 HEGUO ROAD,

QINGPU DISTRICT,

SHANGHAI, China

561,490.56

SIDDIQSONS LIMITED 7TH FLOOR SIDDIQSONS

TOWER, MAIN SHAHRAE

FAISAL, KARACHI, 75700,

Pakistan

551,479.56

IMAGE DATA GROUP

LIMITED

GRANGE PARK LANE,

WILLERBY, HULL, HU10

6EB, United Kingdom (Great

Britain)

546,707.72

OXYGEN 51 EASTCASTLE STREET,

LONDON, W1W 8EB, United


485,720.00

SANJEEV 1979 LIMITED-SIF 140 CHEETHAM HILL

ROAD, MANCHESTER, M8

8PZ, United Kingdom (Great

Britain)

480,408.36

LEGAL_EU # 21926027.19

158

JO - Y - JO LTD 4TH FLOOR, 65 HIGH

STREET, MANCHESTER, M1

1FS, United Kingdom (Great

Britain)

468,886.99

GOLDEN WOLFE

FOOTWEAR HK LTD

1301 BANK OF AMERICA

TOWER, 12 HARCOURT

ROAD CENTRAL, HONG

KONG, Hong Kong

455,667.90

ARTISTIC APPARELS (PVT)

LTD

42 K BLOCK 6, PECHS

SHAHRAH E FAISAL,

KARACHI, 75400, Pakistan

454,338.55

ZITA LTD UNIT A1, 5/F CHEUNG

KONG FACTORY BUILD,

NO 5 CHEUNG SHUN

STREET, LAI CHI KOK,

KOWLOON

451,505.75

YUMI INTERNATIONAL

LTD

13 GORST ROAD, PARK

ROYAL, LONDON, NW10

6LA, United Kingdom (Great

Britain)

436,195.59

DAVID HOWARD (UK) LTD 17-19 BALDOCK STREET,

WARE, SG12 9DH, United


426,868.33

CAMBRA STYLES 64 Myddleton Road, Bowes

Park, London, N22 8NW,


416,866.52

FOOK HING INDUSTRIAL

LIMITED

THE OCTAGON, UNITS

1901-06, HONG KONG,

999077, China

406,193.33

CSK ELECTRICAL LTD UNIT 20 WHEEL FORGE

WAY, ASHBURTON ROAD

WEST, MANCHESTER, M17

1EH, United Kingdom (Great

Britain)

399,783.16

HALLETT RETAIL

SERVICES LTD

26A CHURCH LANE, EAST

FINCHLEY, LONDON, N2

8DT, United Kingdom (Great

Britain)

384,334.67

PARAMOUNT PRODUCTS

(P) LTD

A-55 OKHLA INDUSTRIAL

AREA, PHASE-II, NEW

DELHI, 110020, India

381,000.65

NLT TEKSTIL SAN VE TIC

LTD STI

MERKEZ, YALCIN KORES

CAD, ISTANBUL, 34197,

Turkey

370,294.33

NOVA OF LONDON LTD CHAWLSONS HOUSE, 191-

193 COMMERCIAL ROAD,



342,723.79

SALMON LIMITED 64 CLARENDON ROAD,

WATFORD, WD17 1DA,

339,967.57

LEGAL_EU # 21926027.19

159


KONE PLC GLOBAL HOUSE,

CHERTSEY, KT16 9HW,


336,182.86

ROYAL MAIL GROUP PLC CUSTOMER ACCOUNTS,

CHESTERFIELD, S49 1HQ,


331,852.02

UCD SOUTHWELL LIMITED CREW LANE INDUSTRIAL

ESTATE, SOUTHWELL,

NG25 0TX, United Kingdom

(Great Britain)

315,603.59

YAZHI LEATHER BAG (HK)

CO LTD

LU WU INUSTRIAL PARK,

DONG GUAN, 523526, China

314,786.02

LONSON FASHION

LIMITED

11 TH FLOOR BLOCK B,

WENZHOU, 325000, China

310,233.01

MANO JEWELRY LIMITED 88 HOUTAOLIN

INDUSTRIAL PARK,

QINGDAO, 266109, China

305,834.04

NISHAT MILLS LTD 7KM OFF 22KM, LAHORE,

54660, Pakistan

302,378.55

CARDLYTICS UK LIMITED PORTLAND HOUSE,

LONDON, SW1E 5BH, United


295,679.32

KAYECO LTD ELAN HOUSE,

BIRMINGHAM, B35 6LJ,


293,763.70

ALPHA FASHION CO LTD UNIT 827 OCEAN CENTRE,

HARBOUR CITY, Hong Kong

281,764.29

GBX TRADING FZE

ETHIOPIA

JAFZA VIEW 18, DUBAI,

263281, DOWNTOWN JEBEL

ALI, United Arab Emirates

278,306.88

SHIRE TEXTILES LTD UNIT 7 SEVEN STARS IND

EST, COVENTRY, CV3 4LJ,


273,877.75

N J SCREEN PRINTS NUFFIELD, HINCKLEY,

LE10 3DT, United Kingdom

(Great Britain)

273,006.70

BROADGATE

CONSULTANTS LTD

21 NEW STREET, LONDON,

EC2M 4HR, United Kingdom

(Great Britain)

272,814.87

DROP AND COLLECT LTD 49 CLARENDON ROAD,

WATFORD, WD17 1HP,


264,054.78

SPECS HONG KONG LTD FLAT B&C 23/F, KOWLOON,

SANPOKONG, Hong Kong

258,857.33

TA WEATHERWEAR T/A

AX PARIS

TRAFALGAR BUSINESS

PARK, MANCHESTER, M8

9TZ, United Kingdom (Great

Britain)

245,713.65

LEGAL_EU # 21926027.19

160

CULTURESTORE LTD Unit 3-4, Deane House Studios,

London, NW51LB, Kentish

Town, United Kingdom (Great

Britain)

242,327.45

BRAVADO LTD 1ST FLOOR DELTA HOUSE,

LONDON, N7 9EY, United


229,297.97

GREENWOODS STOCK

BOXES LTD

ABBEYFIELD ROAD,

NOTTINGHAM, NG7 2TH,


221,870.14

SOORTY

ENTERPRISES(PVT)LTD

UNIT 2 KORANGI

INDUSTRIAL AREA,

KARACHI, 74900, Pakistan

212,494.19

GLOBAL SHIRT BOX

LIMITED

5 SPACE BUSINESS PARK,

LONDON, NW10 7SU, United


209,934.44

PARISIAN (UK) LTD PARISIAN HOUSE,

MANCHESTER, M8 8LY,


206,944.76

APTOS SOLUTIONS UK

LIMITED

3RD FLOOR MARLOW

INTERNATIONAL,

MARLOW, SL7 1YL, United


202,803.46

LIGENTIA UK LTD LIGENTIA HOUSE, LEEDS,

LS28 6EA, United Kingdom

(Great Britain)

194,165.06

WHISPERING SMITH LTD RAJAN HOUSE,

MANCHESTER, M3 1RR,


187,142.11

BRAINSTORM COMPANY

LIMITED

ROOM 1608 ETON HOUSE,

CAUSEWAY BAY, Hong

Kong

184,412.44

WN DIRECT 4 COLNDALE ROAD,

COLNBROOK, SL3 OHQ,


182,602.17

INTERSERVE (FACILITIES

MAN)LTD

PO BOX 15731, WEST

BROMWICH, B70 1EN,


182,058.91

IBM UNITED KINGDOM

LTD

PO BOX 53, PORTSMOUTH,

PO3 3AE, United Kingdom

(Great Britain)

178,180.00

MULTI TEMP UK LTD HEMLOCK HOUSE,

CANNOCK, W11 7FB, United


177,964.80

RADFORD SUPPLIES LTD UNIT 2 WHITE CITY TDG

ESTATE, NOTTINGHAM,

NG2 4EL, United Kingdom

(Great Britain)

177,381.86

MILLENNIUM NORWAY HOUSE, ST 175,605.36

LEGAL_EU # 21926027.19

161

LADIESWEAR LTD ALBANS, AL1 5UG, United


I HEART STUDIOS H03 TOWER BRIDGE

BUSINESS CO, LONDON,

SE16 4DG, United Kingdom

(Great Britain)

166,107.34

RICOH UK LTD 800 PAVILION DRIVE,

NORTHAMPTON, NN4 7YB,


164,553.79

POVOAS PACKAGING

LIMITED

STOKE ALBANY ROAD,

DESBOROUGH, NN14 2SR,


164,540.75

VINOLA KNITWEAR

MANUFACTURING

191 ROSS WALK,

LEICESTER, LE4 5HH, United


162,549.31

GRANDSTEP (HK) LTD RM 807, TSIM SHA TSUI,

98649, Hong Kong

160,895.38

JAYAKUMARAN EXPORTS BHARANTHI NAGAR,

TAMIL NADU, 641605,

VEERAPANDI TIRUPUR,

India

156,204.70

GOTTEX SWIMWEAR

BRANDS LTD

1 YONI NETANYAHU

STRET, OR YEHUDA, 60200,

Israel

153,382.36

TEXLIFE SRL VIA ROMANINO 12,

BRESCIA, 25122, Italy

147,802.70

JIANGSU GUOTAI INT'L

GROUP GUO

12/F, Tower A,

ZHANGJIAGANG, 215600,

China

142,974.63

NLT TEKSTIL SANAYI VE

TICARET

Merkez Mah, Istanbul, 34197,

NO:25 Yenibosna, Turkey

141,810.27

ZENITHOPTIMEDIA LTD PEMBROKE BUILDING,

LONDON, W14 8DG, United


137,676.39

CHOUDHARY FASHIONS

(STF-GBP)

A-58 ROAD NO 1, MUMBAI,

400093, India

135,977.95

MOBIUS BUSINES

TECHNOLOGIE LTD

9 Greyfriars Road, Reading,

RG1 1NU, United Kingdom

(Great Britain)

127,444.27

BLACKWOOD

RECRUITMENT LLP

6 GRACECHURCH STREET,

LONDON, EC3V 0AT, United


123,600.00

Kantar UK LTD WESTGATE, LONDON, W5

1UA, United Kingdom (Great

Britain)

122,966.40

FLAMINGO ACCESSORIES

CO.,LTD

ROOM 307KAITUO

BUILDING, SHANGHAI,

200235, China

121,071.78

RETRO CLOTHING LTD UNIT 3 DEVONSHIRE BUS 117,804.65

LEGAL_EU # 21926027.19

162

STU PARK, BOREHAMWOOD,

WD6 1NA, United Kingdom

(Great Britain)

POST FASHION LTD FQM POST FASHION, LONDON,

NW1 7DH, United Kingdom

(Great Britain)

116,870.61

GRANDVIEW ASIA ROOM 1211 BUILDING 3,

DONG GUANG, 523073,

China

116,618.93

RAGM PLC 1ST FLOOR, GLASGOW, G2

2ND, United Kingdom (Great

Britain)

115,565.36

MANI JEWELRY CO

LIMITED

NANWN VILIAGE,

QINGDAO, 266111, China

112,421.01

USHA GARMENTS MFG CO

PVT LTD

13 WICEL-MIDC, MUMBAI,

400093, India

106,186.55

DIEBOLD NIXDORF ONE THE BOULEVARD,

BRACKNELL, RG12 1WP,


105,370.94

EPOCH GROUP

INTERNATIONAL LTD.

Flat 915, New Commerce Ctr.,,

Hong Kong, Shatin, N.T., Hong

Kong

102,341.78

LMK INT TRANSPORT LTD 50 SILVERMAN ROAD,

LURGAN, BT66 6NA, United


102,249.84

SOPRA STERIA

RECRUITMENT LTD

1010 WINNERSH, READING,

RG41 5TS, United Kingdom

(Great Britain)

101,793.17

TC FACILITIES

MANAGEMENT LTD

SAPPHIRE HOUSE,

TADWORTH, KT20 7RU,


101,744.50

TATA CONSULTANCY

SERVICES LTD

18 GROSVENOR PLACE,

LONDON, SW1X 7HS, United


100,210.00

KOJAC FASHION LTD 60A BERNERS STREET,

LONDON, W1T 3BA, United


98,819.06

INTER CITY FAR EAST LTD UNIT 7-10 15/FL TOWER

ONE, KWAI CHUNG NT,

Hong Kong

96,837.48

SPENCER STUART &

ASSOCIATES LT

16 Connaught Place, London,

W2 2ED, United Kingdom

(Great Britain)

96,000.00

THE T-SHIRT GUY LTD BARKBY HOUSE, LE49LG,


95,480.24

QUERYCLICK LTD 4TH FLOOR 7 CASTLE

STREET, EDINBURGH, EH

3AH, United Kingdom (Great

Britain)

95,466.00

LEGAL_EU # 21926027.19

163

MARU/EDR LIMITED VANBRUGH HOUSE,

HEDGE END, SO30 2AF,


95,018.00

THOMSON TILING EXP 24 MILVERTON ROAD,

GLASGOW, G46 7JN, United


94,407.60

GRANT BARNETT & CO

LTD(US$)

WATERFRONT HOUSE,

BISHOPS STORTFORD,

CM23 3AL, United Kingdom

(Great Britain)

93,541.75

VISUAL 2000 UK SUITE 316 STERLING

HOUSE, LOUGHTON, IG10

3TS, United Kingdom (Great

Britain)

91,595.00

UCD (FACILITIES) LTD HANGER 3 & 5,

NOTTINGHAM, NG13 8HA,


91,494.32

EE LTD (ORANGE) PO BOX 52, SHEFFIELD, S98

1DX, United Kingdom (Great

Britain)

91,265.14

GEMINI /JSK FASHIONS

LTD

DERBY HOUSE,

MANCHESTER, M8 8HA,


90,700.70

TOUCHSTONE

ACCESSORIES LTD

6 HERON TRADING

ESTATE, LONDON, W3 0RA,


90,584.55

FCM TRAVEL SOLUTIONS 14TH FLOOR APEX TOWER,

NEW MALDEN, KT3 4TQ,


90,459.17

CUNDALL 4TH FLOOR PARTNERSHIP

HOUSE, GOSFORTH, NE3

3AF, United Kingdom (Great

Britain)

88,200.00

LA FOSSE ASSOCIATES

LTD

PORTLAND HOUSE,

LONDON, SW1E 5BH, United


86,946.84

ENTERPRISE SERVICES

INFORMATIO

Royal Pavilion, Aldershot,

GU11 1PZ, United Kingdom

(Great Britain)

82,907.88

JRB CABLE

INSTALLATIONS LTD

12 BRIDGE STREET, BURY,

BL0 9AQ, United Kingdom

(Great Britain)

81,483.29

CALZIFICIO FAP SPA VIA DON PRIMO

MAZZOLARI 9,

CASALOLDO MN, 46040,

Italy

80,433.25

CYBERSOURCE LTD KENNET WHARF,

READING, RG1 4BQ, United


80,046.34

LEGAL_EU # 21926027.19

164

H.K. YONGHE SHOES CO

LTD

6TH FLOOR, GUANGZHOU,

510430, BAIYUN AREA,

China

79,685.38

THE FUTURE CUSTOMER 10 MIDFORD PALCE,

LONDON, W1T 5AE, United


78,540.00

YUMARK INDUSTRIAL LTD UNIT 11-15, KWAI CHUNG,

Hong Kong

76,815.02

HEWLETT-PACKARD

LIMITED

CAIN ROAD, BRACKNELL,

RG12 1HN, United Kingdom

(Great Britain)

76,139.84

ANAPLAN 80 MOORBRIDGE ROAD,

MAIDENHEAD, SL6 8BW,


73,576.44

SHENZHEN KARINA

MAKEUP TOOLS

ROOM 1806, SHENZHEN,

518110, LONGHUA

DISTRICT, China

73,464.53

RAPLEYS LLP FALCON ROAD,

HUNTINGDON, PE29 6FG,


72,880.79

CDW LIMITED 3RD FLOOR, LONDON,

EC4M 7RB, United Kingdom

(Great Britain)

71,987.06

PEERS HARDY(UK)LTD UNIT 4 BIRM'HAM INT BUS

PARK, SOLIHULL, B37 7GN,


71,829.96

NINGBO SUREWAY BAGS

CO LTD

118 XIANGCHENG AVE,

NINGBO, China

71,155.60

AMELIA KNIGHT LTD VALE ROYAL HOUSE,

WHITEGATE, CW8 2BA,


70,757.83

TURNER BIANCA PLC BELL MILL, OLDHAM, OL8

3EJ, United Kingdom (Great

Britain)

69,646.94

PRICEWATERHOUSECOOP

ERS

HAY'S GALLERIA,

LONDON, SE1 2RD, United


68,952.00

GREENWAY CLOTHINGS

INDIA PVT.

S.F NO. 27/1, NVB LAYOUT,

641687, TIRUPUR, India

64,669.79

MAINETTI (UK) LTD ANNFIELD IND ESTATE,

JEDBURGH, TD8 6NN,


62,760.94

AUTOMATIC DATA

PROCESSING LTD

SYWARD PLACE,

CHERTSEY, KT16 9JT,


57,069.45

ANTRON LEATHERS

LIMITED

UNIT 4 WOODCOCK HILL

ESTATE,

RICKMANSWORTH, WD3

1PQ, United Kingdom (Great

55,906.20

LEGAL_EU # 21926027.19

165

Britain)

LODGE SECURITY LTD BANK HOUSE,

CIRENCESTER, GL7 1PJ,


55,903.38

SANS FRONTIERS A-13 SECTOR-4, NOIDA,

201301, India

55,837.76

360 SIGNS LTD THE BAKERY, SALFORD,

M6 6PD, United Kingdom

(Great Britain)

55,671.42

MIRZA INTERNATIONAL

LTD

14/6 CIVIL LINES, KANPUS,

208001, India

55,604.00

SUN INTERNATIONAL

ENTERPRISE

ROOM 1501 15/F,

KOWLOON, KWUN TONG,

Hong Kong

54,786.42

ADT FIRE & SECURITY PLC PO BOX 69, MANCHESTER,


54,585.93

DANIELLE

INTERNATIONAL PLC

DANIELLE HOUSE,

MANCHESTER, United


54,515.81

ORIGINAL ADDITIONS

BEAUTY PROD

VENTURA HOUSE, HAYES,


54,154.58

WE LOVE THIS LTD 24 THE GREEN, LEEDS,


52,478.33

MULESOFT INC 77 GEARY STREET, SAN

FRANCISCO, United States of

America

52,409.61

PREPAY SOLUTIONS 43-45 DORSET STREET,

LONDON, United Kingdom

(Great Britain)

52,167.12

Pocargil VIEIRA &

MARQUES LDA

LUGAR DO MONTE, POVOA

DE LANHOSO, Portugal

51,519.43

BROOKNIGHT SECURITY

LTD

SOUTHON HOUSE,

EDENBRIDGE, TN8 5LP,


51,415.10

MCVEIGH TECHNICAL

SOLUTIONS

UNIT 9 HILL LANE CLOSE,

MARKFIELD, LE67 9PY,


51,323.89

HANCOCK PLASTICS LTD THE OLD POST OFFICE,

MOSSLEY, OL5 9AA, United


51,153.47

Rapier Communications The Charlotte Building,

London, W1T 1QL, United


51,116.40

CHOUDHARY

INTERNATIONAL

PLOT NO 26, MUMBAI,

400093, MIDC, ANDHERI (E),

India

49,712.48

PLANNING-INC LIMITED SUTHERLAND HOUSE,

LONDON, W1F 7TE, United


49,200.00

LEGAL_EU # 21926027.19

166

TORQUE LOGISTICS

LIMITED

WORTLEY MOOR ROAD,

LEEDS, LS12 4JH, United


48,904.54

H.GAVENTA LTD 12-20 BARON STREET,

LONDON, N1 9LL, United


48,743.11

INTEROUTE

COMMUNICATIONS LTD

31ST FLOOR, LONDON, E14

5LQ, United Kingdom (Great

Britain)

48,320.60

UNITED RETAIL AND

SOURCING LTD

14 GREAT PORTLAND

STREET, LONDON, W1W

8QW, United Kingdom (Great

Britain)

46,740.63

MORNING STAAR

APPARELS(STF-GBP

274 SASTHRI NAGAR EXTN,

TAMIL NADU, 641608,

DHARAPURAM ROAD, India

46,496.60

SP GROUP LIMITED 9 HEDERA ROAD,

REDDITCH, B98 9EY, United


46,212.79

BEECHWOOD BUILDING

MAINTENANCE

PROJECT HOUSE, LUTON,

LU4 0JF, United Kingdom

(Great Britain)

45,905.79

DINE CONTRACT

CATERING LTD

1ST FLOOR THE CENTRE,

WARRINGTON, WA3 6YN,


45,403.06

CHECKPOINT SYSTEMS

(UK) LTD

LEAT HOUSE, NEWBURY,

RG14 5UX, United Kingdom

(Great Britain)

45,312.00

CHUN WING INTIMATE

FACTORY LIM

UNIT B&C 22/F TOWER A,

KOWLOON, Hong Kong

44,554.17

STICHTING ACT BEZUIDENHOUTSEWEG

16A, THE HAGUE, 2596 AA,

Netherlands

44,452.35

PERFECTION BEAUTY

BRANDS LTD

UNIT 6 SPRINGVALE BUS

CTR, SANDBACH, CW11

3HY, United Kingdom (Great

Britain)

43,470.38

SCOOP DESIGNS NO 7 WATER END BARNS,

EVERSHOLT, MK17 9EA,


43,426.80

VISION ON DIGITAL

LIMITED

UNIT 6 ROUNDWOOD IND

EST, WAKEFIELD, WF5 9SQ,


42,806.71

BORUSAN LOJISTIK

DAGITIM DEPOL

GURSEL MAH IMRAHOR

CAD, ISTANBUL, 34400,

Turkey

42,418.51

INTERSALES (HONG KONG)

LTD

20 FLOOR GRANDION

PLAZA, KOWLOON, Hong

Kong

42,142.83

LEGAL_EU # 21926027.19

167

Smart-Co Consulting LTD 21 QUEEN ELIZABETH

STREET, LONDON, SE1 2PD,


40,800.00

KRISHNA BEADS

INDUSTRIES

C-7, NOIDA, 201301, India 39,961.66

CANDLELIGHT PRODUCTS

LTD

USTUN HOUSE,

ROTHERHAM, S65 3SH,


39,277.63

VI SIGMA APPAREL GROUP SUNTECH TOWER SUITE

706-707, DUBAI, 341035,

United Arab Emirates

38,246.40

MATRIX

APA(UK)LTD(STFUSD)

51 CLAPHAM HIGH

STREET, LONDON, SW4

7TL, United Kingdom (Great

Britain)

37,991.44

DELICATEKS TEKSTIL TIC

LTD

ORUC REIS MAH,

ISTANBUL, 34100, BOLUM

10L-303 A16/46, Turkey

37,947.21

KRONOS SYSTEMS FAIRFIELD HOUSE,

WOKINGHAM, RG40 2NP,


36,986.40

WHA ELECTRICAL

SERVICES LTD

4-10 CANNON STREET,

SOUTHAMPTON, SO1 5PQ,


36,738.76

RHEA HK LIMITED 19/F CAMERON PLAZA,

KOWLOON, Hong Kong

36,476.73

SCOOP DESIGNS Patchendon Farm, Stapleford,

SG14 3NN, United Kingdom

(Great Britain)

36,390.51

EDGE ACCESSORIES LTD EGDON HALL,

WEYMOUTH, DT4 9DN,


35,803.36

HOMARK TRADING

COMPANY

FLAT 15 1/F, TSUEN WAN,

Hong Kong

35,189.07

ARNOLD WILLS &

COMPANY LTD

10 STATION ROAD,

UPPINGHAM, LE15 9TZ,


34,994.10

STORM MODEL

MANAGEMENT LTD

5 JUBILEE PLACE,

LONDON, SW3 3TD, United


34,592.00

SPV SHOPFITTING WESTGATE, ALDRIDGE,

WS9 8EX, United Kingdom

(Great Britain)

33,505.46

NIGHTLINE LOGISTICS

GROUP

UNIT 5 MYGAN PARK,

DUBLIN, DUBLIN 11, Ireland

33,381.21

ADT FIRE & SECURITY PLC SECURITY HOUSE,

SUNBURY ON THAMES,

TW16 5DB, United Kingdom

(Great Britain)

33,078.30

LEGAL_EU # 21926027.19

168

TEX LIFE S.R.L. VIA SOLFERINO 11,

BRESCIA, 25122, Italy

32,642.78

CITY SHOES (WHOLESALE)

LTD.

UNIT D, FOREST BUSINESS

PARK, COALVILLE, LE67

1TU, United Kingdom (Great

Britain)

32,463.31

Womble Bond Dickinson (UK)

LLP

BALLARD HOUSE,

PLYMOUTH, PL1 3AE,


32,387.81

CHERRY FASHION LEICS 25 SANVEY GATE,

LEICESTER, LE1 4EP, United


32,352.96

ENSIGN COMMUNICATION 20/21 SANDFORD LANE,

WAREHAM, BH20 4DY,


32,160.00

CREATIVE DESIGN

INDUSTRIES LTD

3RD FLOOR, LONDON,

W1W 8OW, United Kingdom

(Great Britain)

32,130.00

HAPPY FINISH LTD UNIT 36 CREMER BUS

CENTRE, LONDON, E2 8HD,


30,165.90

EUROPRIDE (SRI LANKA)

LTD

UNIT 7 CRUSADER IND

EST, LONDON, N4 1LZ,


30,093.00

GEMINI/JSK FASHIONS LTD DERBY HOUSE,

MANCHESTER, M8 8HW,


29,734.49

LONG WEALTH INVESTING

& TRADIN

SUITE A 21/F ETON BLDG,

SHEUNG WAN, Hong Kong

29,661.54

RETAIL MANAGER

SOLUTIONS LTD

CASTLE MALWOOD,

MINSTEAD, SO43 7PE,


29,640.00

AMAZON WEB SERVICES,

INC.

PO Box 84023, Seattle, 98124-

8423, United States of America

29,466.09

CALZATURIFICIO SAN

GIORGIO

VIA GRAMSCI 29,

FORNACETTE, 56012, Italy

29,036.27

BARNACK

CONFECTIONERY LTD

BARNACK HOUSE,

PETERBOROUGH, PE2 6GP,


28,857.03

CANDLELIGHT PRODUCTS

LTD

USTUN HOUSE,

ROTHERHAM, S65 3SH,


28,835.46

NINGBO JADE

INTERNATIONAL CO.,

6/F No.2 Jindu Building,,

315040, Zhejiang, China

28,744.52

SUPERHOUSE LTD 150 FEET ROAD JAJMAU,

KANPUR, 208010, India

27,602.52

SOURCE WATCHES OFFICE 2, SUTTON

COLDFIELD, B74 2UH,


26,657.56

LEGAL_EU # 21926027.19

169

MSL PROPERTY CARE

SERVICES LTD

PREMIER HOUSE,

HALIFAX, HX3 9HT, United


25,688.67

UNITED RETAIL &

SOURCING LTD

10 HILLS PLACE, LONDON,

W1F 7SD, United Kingdom

(Great Britain)

25,640.90

SPARK 166 UDYOG VIHAR,

GURGAON(HARYANA),

122016, India

25,281.10

IGNITE ENERGY LTD THE ORANGERY, EAST

LOCKINGE, OX12 8QH,


25,188.00

NAMESCO LTD ACTON HOUSE,

WORCESTER, WR3 7GD,


25,074.97

ALISON HAYES 361B - 363 LIVERPOOL

ROAD, LONDON, N1 1NL,


24,965.54

DRAGON EYES HONG

KONG LTD

Room 1809, 18/F, Kowloon,

Cheung Sha Wan, Hong Kong

24,896.44

EXTENDED CONTENT

SOLUTIONS LTD

SURREY TECHNOLOGY

CENTRE, GUILFORD, GU2

7YG, United Kingdom (Great

Britain)

24,777.00

TRANSPERFECT

TRANSLATIONS LTD

45 MOORSFIELDS,

LONDON, EC2Y 9AE, United


24,511.81

MOOD MEDIA LTD WEST HOUSE, ORPINGTON,

BR6 0JQ, United Kingdom

(Great Britain)

23,513.35

02 LIGHT LTD UNIT A EUROPARK,

SWINDON, SN5 8YG, United


23,352.83

METAPACK LTD 4 TH FLOOR, LONDON,

WC1X 8XZ, United Kingdom

(Great Britain)

23,199.60

ADJUNO UK LIMITED WORCESTER HOUSE,

LANGLEY, SL3 6EZ, United


23,067.96

GLOBAL SHIRT BOX

(INDIA) PRIVA

5 SHAMIANA, MUMBAI,

400056, India

22,863.60

FRESH AIR LTD (STU-GBP) 5 HORSESHOE CLOSE,

LONDON, NW2 7JJ, United


22,781.73

INVESTIS LTD 39-45 SHAFTESBURY

AVENUE, LONDON, W1D

6LA, United Kingdom (Great

Britain)

22,752.12

BESTSELLER UNIT A 10 FASHION 22,695.55

LEGAL_EU # 21926027.19

170

WHOLESALE(UK)LTD STREET, LONDON, E1 6PX,


ALLIED WORLDWIDE LTD Jubilee House, Marlow, SL7

1EY, United Kingdom (Great

Britain)

22,425.00

THE GIFT VOUCHER SHOP

LTD GBP

THE GIFT VOUCHER SHOP

LTD, LONDON, EC1M 6AW,


22,221.31

HOME CREATIONS (FAR

EAST) LTD

UNIT 102B - 1/F MIRROR

TOWER, KOWLOON, Hong

Kong

22,165.84

COLLIERS INT.PROPERTY

CONSULT

50 GEORGE STREET,

LONDON, W1U 7GA, United


21,600.00

BREAKWELLS LLP ROAD NO 2,

KIDDERMINSTER, DY11

5NE, United Kingdom (Great

Britain)

21,294.71

MERINO GARMENTS 277 OORGOUNDER NAGAR,

TIRUPUR, 641608, India

20,678.33

EPTICA UK LTD 200 BROOK DRIVE,

READING, RG2 6UB, United


20,634.00

MICROSOFT IRELAND

OPERATIONS

ATRIUM BUILDING,

DUBLIN, D18 KX32,

SANDYFORD BUSINESS

ESTATE, Ireland

19,458.88

PERI LEGWEAR LIMITED Network 65 Business Park.,

Hapton, BB11 5NA, United


19,381.80

MONTAGNE JEUNESSE INT

LTD

ASTRAL COURT, PORT

TALBOT, SA12 7AX, United


19,285.27

UCD CONNECT LIMITED CREW LANE, SOUTHWELL,

NG250TX, United Kingdom

(Great Britain)

18,998.40

INTERSAFETY

PROTECTION LTD

ADLINGTON INDUSTRIAL

ESTATE, MACCLESFIELD,

SK10 4NL, United Kingdom

(Great Britain)

18,939.85

SALT CONTRACTS 9 Wootton Street, London, SE1

8TG, United Kingdom (Great

Britain)

18,768.00

SHANGHAI UNIQUE

INTERNATIONAL

RM 206 BUILDING 3,

SHANGHAI, 201315, China

18,662.51

VIOLA CALZIFICIO SPA

(STF-GBP)

VIA CASTELGOFFREDO 18,

ACQUAFREDDA, 25010, Italy

18,620.00

ARNOLD WILLS &

COMPANY LTD

10 STATION ROAD,

UPPINGHAM, LE15 9TZ,

18,580.79

LEGAL_EU # 21926027.19

171


SIYARAM SILK MILLS LTD TRADE WORLD B-3,

MUMBAI, 400013,

SENAPATI BAPAT MARG,

India

18,531.60

LINK 51 USE G01B ONLY, TELFORD,

TF7 4LN, United Kingdom

(Great Britain)

18,335.09

LESLIE CLARK CON. HIGH HOLBORN HOUSE,

LONDON, WC1V 6RL, United


18,127.20

ESCOTT SIGNS 378 PRINCESWAY,

GATESHEAD, NE11 0TU,


18,049.20

ASIA EXCEL TRADING

LIMITED

HOUSE 10, DHAKA, 1212,

Bangladesh

17,248.13

GL HEARN 3RD FLOOR,

SOUTHAMPTON, SO14 7FP,


16,897.75

KESSLERS

INTERNATIONAL LTD

11 RICK ROBERTS WAY,

LONDON, E15 2NF, United


16,811.46

CPI CARD GROUP

LIVERPOOL LTD

GRAPHIC HOUSE,

COLCHESTER, CO4 9QF,


16,763.76

NERAK-WIESE LIMITED 32 FFRWDGRECH

INDUSTRIAL EST, BRECON,

LD3 8LA, United Kingdom

(Great Britain)

16,740.00

MANUFACTURAS

NEWMAN S.L.U.

JUAN DE LA CIERVA 37-

APDO, ELCHE, 03203, Spain

16,578.95

CHANDAN EXPORT

CORPORATION

63 APOLLO INDUSTRIAL

ESTATE, MUMBAI, 400093,

India

16,389.30

JORDAN MEDIA LTD BANK HOUSE, TUNBRIDGE

WELLS, TN1 2XB, United


16,355.67

DUTY MANAGEMENT

SERVICES LTD

UNIT 2 PICKHILL BUS

CENTRE, TENTERDEN,

TN30 7LZ, United Kingdom

(Great Britain)

16,200.00

GUANGZHOU SENBOMA

ARTWARECOLTD

41 ROAD, GUANGZHOU,

China

16,048.98

APRIL SOURCING LTD 22 THE ROPEWALK,

NOTTINGHAM, NG1 5DT,


15,948.00

FASHION PERSONNEL

LIMITED

CIRCUS HOUSE, LONDON,

W1W 8BA, United Kingdom

(Great Britain)

15,704.39

LEGAL_EU # 21926027.19

172

FOURPLY LTD 21/25 TOBAGO STREET,

GLASGOW, G40 2RH, United


15,664.76

HAYS ACCOUNTANCY

PERSONNEL

HAYS HOUSE, NEW

MALDON, KT3 4QF, United


15,565.29

PROCIUS LTD 8TH FLOOR NETWORK

HOUSE, BASINGSTOKE,

RG21 4HG, United Kingdom

(Great Britain)

15,315.60

H TIMMINS GROUP LTD Unit 6 Langham Street,

MANCHESTER, OL7 9AX,


15,121.51

NATURAL PRODUCTS LTD 3 WARPLE WAY, LONDON,

W3 0RX, United Kingdom

(Great Britain)

15,043.84

RETAIL MAP 4 PHOENIX PARK,

COALVILLE, LE67 3HB,


15,000.00

SRG APPAREL PLC Unit 14 Park Seventeen,

Greater Manchester, M45 8FJ,


14,796.00

SEL HK LTD 17/F INTERNATIONAL

TRADE, TSUEN WAN, Hong

Kong

14,720.04

MISIRLI UK Unit 5, 22 Pinfold Road,

Leicester, LE4 8AS, United


14,574.00

DELAMODE PLC 700 AVENUE WEST,

BRAINTREE, CM7 2GD,


14,521.20

UNITED FACILITIES

MNGMNT LTD

SUITE 4, LAINDON, SS15

4DB, DUNTON ROAD, United


14,506.77

PWP BUILDING SERVICES

LTD.

THE OAKS, NOTTINGHAM,

NG6 8TU, United Kingdom

(Great Britain)

14,280.00

RPA VISION LTD 51-53 CHURCH ROAD,

ASHFORD, TW15 2TY,


13,053.88

Jetshoes Co., LTD 4FL, No.45-1, Taiwan, 11158,

China

12,791.32

PAPER2DATA SOANE POINT, READING,

RG1 2EG, United Kingdom

(Great Britain)

12,569.81

D & J BAILEY(FLOORING)

LTD

LINLEY LODGE WORKS,

ALDRIDGE, WS9 8EX, United


12,464.57

PROFILES CREATIVE LTD 8-11 ST JOHNS LANE, 12,198.00

LEGAL_EU # 21926027.19

173

LONDON, EC1M 4BF, United


TERRY GROUP LTD LONGRIDGE TRADING

ESTATE, KNUTSFORD,

WA16 8PR, United Kingdom

(Great Britain)

12,158.40

RIDA UK LTD 68-72 BREWERY ROAD,

LONDON, N7 9NT, United


11,954.04

APEX RADIO SYSTEMS 102 TANTOBIE ROAD,

NEWCASTLE, NE15 7DQ,


11,546.27

MAXIM LABEL &

PACKAGING UK LTD

UNIT 6 THE GATE CENTER,

BRENTFORD, TW8 9DD,


11,351.66

MBL SOLUTIONS LTD 37 APEX BUSINESS

VILLAQE, NEWCASTLE-U-

TYNE, NE23 7BF, United


11,322.34

M&P MODELS.COM LTD 1ST FLOOR29 POLAND

STREET, LONDON, W1F

8QR, United Kingdom (Great

Britain)

11,255.25

RETHINK RECRUITMENT

SOLUTIONS

19 SPRING GARDENS,

MANCHESTER, M2 1FB,


11,220.00

MAXIM COMPANY (H.K)

LTD

FLAT B F/5, CHEUNG SHA

WAN, Hong Kong

11,100.14

NEW WORLD BUILDERS

LTD

15 FAIRWAYS, CHESHUNT,

EN8 0NJ, United Kingdom

(Great Britain)

11,049.58

GINGER RAY LTD 1 STANYARDS FARM,

CHOBHAM, GU24 8JE,


10,936.80

EFFILIATION / EFFINITY 80 RUE TAITBOUT, PARIS,

75009, France

10,846.37

LABELMAN LTD UNIT 1 SPRING BUILDINGS,

STORRINGTON, RH20 3DW,


10,620.00

HAWKESWORTH

APPLIANCE TESTING

GUIDANCE HOUSE,

THIRSK, Y07 3BT, United


10,513.44

ORACLE CORPORATION ORACLE PARKWAY,

READING, RG6 1RA, United


10,512.00

SELECT MODEL AGENCY

LTD

27-35 MORTIMER STREET,

LONDON, W1T 3JG, United


10,392.00

EPIC PRINT LIMITED EPIC HOUSE, 10,308.82

LEGAL_EU # 21926027.19

174

DORCHESTER, DT1 1EX,


AWIN LTD 5TH FLOOR, LONDON, E1W

1YN, United Kingdom (Great

Britain)

10,282.26

VISAGE LTD - GBP SALES LEDGER DEPT,

MANCHESTER, M50 1RF,


10,196.69

HEADLAND PR

CONSULTANCY LLP

HEADLAND PR

CONSULTANCY LLP,

LONDON, EC4R OAX, United


10,101.94

CONCUR TECHNOLOGIES

UK LTD

131 EDGWARE ROAD,

LONDON, W2 2HR, United


10,095.00

GEOSANSAR ADVISORS

PRIVATE LTD

DOOR NO 8-2-684/2/A II

FLOOR, HYDERABAD,

500034, India

10,000.00

P&P CREATIVE LTD THE BARN BRIDGE FARM,

IBSLEY, BH243PP, United


9,840.00

Jon Oliver Studio Ltd 13 Ewart Grove, London, N22

5NY, United Kingdom (Great

Britain)

9,780.00

SWISS POST SOLUTIONS

LTD

RICHMOND PLACE,

RICHMOND, TW10 6TP,


9,600.00

ALLIANCE HR LTD CAMBERLEY HOUSE,

CAMBERLEY, GU15 3SZ,


9,481.20

STYLOGRAPHICS LTD HILLE BUSINESS CENTRE,

WATFORD, WD24 4AJ,


9,468.00

PARALLEL CONSULTING

LTD

212 NEW KINGS ROAD,

LONDON, SW6 4NZ, United


9,465.60

PROJECT ONE

CONSULTING LTD

5 THE CLOCK TOWER,

HOLMES CHAPEL, CW4

8DJ, United Kingdom (Great

Britain)

9,461.18

CHOICE CONTROLS LTD UNIT 5 THE BUILDERS

YARD, CIRENCESTER, GL7

5TS, United Kingdom (Great

Britain)

9,456.00

SYSTOPIA CONSULTING

LIMITED

PROXIMITY HOUSE,

BRISTOL, BS31 1TP,

KEYNSHAM, United Kingdom

(Great Britain)

9,354.00

SHOWCASE INTERIORS PASLOW HALL FARM 9,278.40

LEGAL_EU # 21926027.19

175

LIMITED ESTATE, HIGH ONGAR,

CM5 9QZ, United Kingdom

(Great Britain)

SIMON SHAW SUITE 3002, SHANGHAI,

XUHUI DISTRICT, China

9,245.00

AMITY LEATHER

INTERNATIONAL

AGARWADI,

MAHARASHTRA, 401102,

India

9,224.22

CREATIVE IDEAS A-101, GAUTAMBUDH

NAGAR, 201301, India

9,203.46

NEVS MODEL AGENCY

LTD T/A NEVS

REGAL HOUSE, LONDON,

SW3 5XP, United Kingdom

(Great Britain)

9,159.00

SEWTECH TRADING &

DESIGN LTD

DYEHOUSE LANE,

GLASTONBURY, BA6 9LZ,


9,130.61

ALLSTAR PHH CENTRE, SWINDON,

SN5 6PE, United Kingdom

(Great Britain)

9,118.24

QUALITY HEADQUARTERS MIDHURST, TONBRIDGE,

TN10 3DB, United Kingdom

(Great Britain)

9,093.60

CARELA SHOES S.L MIMONC LTD (AGENT)),

LONDON, NW5 4BA, United


9,068.28

LMH FINANCIAL SERVICES PO BOX 430, WATFORD,

WD18 8EZ, United Kingdom

(Great Britain)

8,524.31

JME SITE SERVICES 67 KING STREET, BELPER,

DE56 1QA, United Kingdom

(Great Britain)

8,491.20

VENN GROUP 105-109 STRAND, LONDON,

WC2R 0AA, United Kingdom

(Great Britain)

8,424.00

TOMORROW

RECRUITMENT LTD

74 Great Eastern St, London,

EC2A 3JL, United Kingdom

(Great Britain)

8,167.50

OCEALA LTD FELDSPAR CLOSE,

ENDERBY, LE9 5SD, United


8,052.05

TVF (UK )LTD 59-69 QUEENS ROAD, HIGH

WYCOMBE, HP13 6AH,


8,047.93

ESTABLISHED MODELS

LTD

1ST FLOOR, LONDON,

WC2H 9DP, United Kingdom

(Great Britain)

8,037.50

HILLS LIMITED POLE HOUSE, EXETER, EX2

9RY, United Kingdom (Great

Britain)

7,914.00

LEGAL_EU # 21926027.19

176

MYMARKETMONITOR.CO

M LIMITED

UK HOUSE, TWICKENHAM,

TW1 4BW, United Kingdom

(Great Britain)

7,866.00

Creative Ideas (GBP) A-101, GAUTAMBUDH

NAGAR, 201301, India

7,800.00

YUMI INTERNATIONAL

LTD

13 GORST ROAD, LONDON,

NW10 6LA, United Kingdom

(Great Britain)

7,722.54

ALLPORT CARGO

SERVICES AIR LTD

LANDMARK BUILDING 12-

14, DHAKA, 1212, Bangladesh

7,625.09

PETER PEDONOMOU

PHOTOGRAPHYLTD

125 WOODLANDS AVENUE,

LONDON, E11 3RB, United


7,560.00

UNITED PARCEL SERV. UPS LTD, NUNEATON,

CV10 7QR, United Kingdom

(Great Britain)

7,340.09

KIMM AND MILLER (UK)

LTD

Unit E Bedford Business

Centre, MK429TW, United


7,290.00

THE HIVE MODEL

MANAGEMENT LTD

UNIT 37 TILEYARD

STUDIOS, LONDON, N7


Britain)

7,224.00

CALAN RETAIL LTD 22 WINDSOR PLACE,

CARDIFF, CF10 3B7, United


7,200.00

CORE FIVE LLP 7TH FLOOR, LONDON, SE1

8NW, United Kingdom (Great

Britain)

7,200.00

INFORMATION RISK

MANAGEMNT PLC

CHELTENHAM HOUSE,

CHELTENHAM, GL50 3JR,


7,145.28

MEDIASHORE (TRADING

AS ABC IMG

Unit A City Pavilion 33 Britto,

London, EC1M 5UG, United


7,068.00

SCHOELLER ALLIBERT

LTD

17 RIDGEWAY,

BIRMINGHAM, B32 1AF,


7,005.60

ARKADIN (UK) LTD 5TH FLOOR, LONDON, W6

7JA, United Kingdom (Great

Britain)

6,813.97

NEW ACCESSORIES GROUP

LTD

THE OLD BARN, FIFIELD,

SL6 2NR, United Kingdom

(Great Britain)

6,788.85

THE PRODUCTION

FACTORY LONDON

49 NEAL STREET, LONDON,

WC2H 9PZ, United Kingdom

(Great Britain)

6,780.48

J STIMLER LTD MARTIN HOUSE, LONDON,

E5 8QJ, United Kingdom

6,680.00

LEGAL_EU # 21926027.19

177

(Great Britain)

GOODMAN MASSON

LIMITED

120 ALDERSGATE STREET,

LONDON, EC1A 4JQ, United


6,658.20

RESTORE DOCUMENT

MANAGEMENT

Redhill Distribution Centre,

RH1 5DY, United Kingdom

(Great Britain)

6,605.00

HAYLEY NUNN 41 OAKHILL ROAD,

HORSHAM, RH13 5SD,


6,300.00

TRINITY MCQUEEN VICTORIA WHARF, LEEDS,

LS1 4BA, SOVEREIGN

STREET, United Kingdom

(Great Britain)

6,270.00

RINGS SECURITY

SHUTTERS & GATE

UNIT 9 GAINSBOROUGH

TDG EST, STOURBRIDGE,

DY9 7ND, United Kingdom

(Great Britain)

6,255.36

SEW-EURODRIVE LTD DEVILLIERS WAY,

NORMANTON, WF6 1GX,


6,090.73

ICON EYEWEAR BV(STF-

USD)

Mortelmolen 3-3,

AMSTERDAM, 1185 XV,

Netherlands

6,065.38

HAYLEY BEARING

SPECIALISTS

UNIT 11 FESTIVAL TRADE

PARK, STOKE ON TRENT,

ST1 5NP, United Kingdom

(Great Britain)

6,053.61

COMODO LIMITED 3RD FLOOR BUILDING 26,

SALFORD, M5 3EQ,

TRAFFORD ROAD, United


6,000.00

STACKLA LIMITED 22 UPPER GROUND,

LONDON, SE1 9PD, United


6,000.00

JTH ASSOCIATES LTD 5 BROOKHOUSE

INDUSTRIAL ESTATE,

CHEADLE, ST10 1SR, United


5,925.60

LLOYD JONES 101 MANHATTAN

BUILDING, LONDON, E3

2UG, United Kingdom (Great

Britain)

5,850.00

WILLIS TOWERS WATSON WATSON HOUSE, REIGATE,

RH2 9PQ, United Kingdom

(Great Britain)

5,813.00

COLLECTIVE TWO

LIMITED

CARLTON HOUSE,

CHELMSFORD, CM2 0PP,


5,784.79

LEGAL_EU # 21926027.19

178

NATIONAL LOCK & SAFE 3 HANDFORD COURT,

WATFORD, WD25 9EJ,


5,721.00

BESCO ENTERPRISE LTD 4FL NO 45-1, TAIPEI, Taiwan,

Province of China

5,710.72

RICHARDSON AND CO.

STEELY PROD

SMITHFOLD LANE,

MANCHESTER, M28 0GP,


5,600.40

SBH.UK THE ROTUNDA,

HERTFORD, SG13 7LA,


5,400.00

FRANK AGENCY LTD STUDIO A, LONDON, SW14

8AE, United Kingdom (Great

Britain)

5,400.00

GAP PRESENTS GAP STUDIOS, LONDON,

W12 7JD, United Kingdom

(Great Britain)

5,370.00

AVIS BUDGET GROUP PARK ROAD, BRACKNELL,

RG12 2EW, United Kingdom

(Great Britain)

5,261.45

NEWCASTLE-UNDER-

LYME COLLEGE

KNUTTON LANE,

NEWCASTLE-U-LYME, ST5

2GB, United Kingdom (Great

Britain)

5,217.00

UK MAIL LTD BUSINESS POST LTD,

SLOUGH, SL1 4PL, United


5,196.68

LAWRENCE LIFTS &

ESC.CONS. LTD

SOUTHLAND HOUSE,

BRIGHOUSE, HD6 2JB,


5,160.00

THE ROBERTO GROUP

LIMITED

UNIT 8 BOURNE

ENTERPRISE, BOROUGH

GREEN, TN15 8DG, United


5,107.92

CLEARWATER

TECHNOLOGY LTD

MINSTER COURT,

CAMBERLEY, GU15 3YY,


5,082.00

NOVA OF LONDON LTD CHAWLSONS HOUSE,



5,075.89

CONNEXITY - SHOPZILLA 111 BUCKINGHAM PALACE

ROAD, LONDON, SW1W

0SR, United Kingdom (Great

Britain)

5,034.12

GOLDGEM BELVOIR

LIMITED

Goldgem Buildings, Ashton-

under-Lyne, OL6 7BF

5,018.22

ROKILL LIMITED ROSSLAND HOUSE,

RINGWOOD, BH24 3PB,


4,860.00

LEGAL_EU # 21926027.19

179

BODY LONDON UNIT H 21 HEATHMANS

ROAD, LONDON, SW6 4TJ,


4,804.00

TRICON FOODSERVICE

CONSULTANTS

ST JAMES'S HOUSE,

ROMFORD, RM1 3NH, United


4,800.00

ROSA GUTIERREZ Rambla Jardi 53, 08197, Spain 4,766.07

KEAN BUILDING SERV. LEVESON STREET,

WILLENHALL, WV13 1DB,


4,752.00

KICK DYNAMIC LTD 37 WARREN STREET,

LONDON, W1T 6AD, United


4,680.00

CD INDEPENDENT

CONSULTANT LTD

81 KNIGHTSDALE ROAD,

WEYMOUTH, DT4 0HU,


4,560.00

WOODWAY UK LTD MALLARD CLOSE,

NORTHAMPTON, NN6 0JF,


4,530.72

SDL SHEFFIELD LTD ASPECT COURT,

SHEFFIELD, S1 2BG, United


4,446.79

GRASS ROOTS LTD PENNYROYAL COURT,

TRING, HP23 5QZ, United


4,429.20

TRISTAN G MURLESS LTD 10 HAMMOND AVENUE,

WEYMOUTH, DT4 5HJ,


4,404.00

SECURITAS SECURITY

SERV GBP

2 BIS RUE LOUIS ARMAND,

PARIS, 75015, France

4,341.47

INTELLIQ LTD SUITE 14/4A, LONDON, E14

8PX, United Kingdom (Great

Britain)

4,320.00

NEXT MANAGEMENT LTD NEXT MANAGEMENT

LONDON LTD, LONDON,

EC1V 4LW, United Kingdom

(Great Britain)

4,320.00

FREIGHT BROKERS LTD 28 CHAMBERS LANE,

LONDON, NW10 2RJ, United


4,237.60

MACNABB WASTE

MANAGEMENT LTD

23 DOWNPATRICK ROAD,

DOWNPATRICK, BT30 7QB,


4,230.28

DATA CAPTURE

SOLUTIONS

69 BUCKINGHAM AVENUE,

SLOUGH, SL1 4PN, United


4,218.16

TRINITY

FIRE&SECURITYSYSTEML

TD

LITTLE BRIDGE BUSINESS

PARK, EXETER, EX5 1AU,


4,208.80

LEGAL_EU # 21926027.19

180

MAXIM COMPANY

(TAIWAN) LTD

643 HONG ZHONG ROAD,


4,183.18

WHITEHEAD BUILDING

SERVICES

LANYON HOUSE,

NEWPORT, NP20 2DW,


4,129.09

BRUCE AND BROWN LTD 17 LONSDALE ROAD,

LONDON, NW6 6RA, United


4,116.90

MODELS 1 LTD 12 MACKLIN STREET,

LONDON, WC2B 5SZ, United


4,012.00

FIT4FASHION LIMITED HERON HOUSE,

BRACKNELL, RG12 2RF,


3,960.00

PALADONE PRODUCTS

LTD

APEX HOUSE, SHOREHAM

BY SEA, BN43 6NZ, United


3,867.33

KHITAN BIRD PEST

SOLUTION

5 GREEN CLOSE,

SHREWSBURY, SY4 3NQ,


3,864.00

AIR COOL FUTURE BUSINESS PARK,

LONDONDERRY, BT49 0NB,


3,859.98

EXTRA FASHION LTD UNIT C 622 WESTERN

AVENUE, LONDON, W3

0TF, United Kingdom (Great

Britain)

3,813.18

SECURITAS DISTRIBUTION 2 BIS RUE LOUIS ARMAND,

PARIS, 75015, France

3,784.79

CLEANING & HYGIENE

DISTRIBUTOR

HYGIENE HOUSE, STOKE

ON TRENT, ST6 2DR, United


3,778.37

LONSDALE CONTRACTS

LTD

94 TOWN STREET, LEEDS,

LS18 4AP, United Kingdom

(Great Britain)

3,744.00

COBALT SKY LTD 1ST FLOOR 314-316,

LONDON, SW15 6TL, United


3,704.22

ROCKOFF RETAIL LTD T/A

ROCKOFF

Units 1 ,2 , 3, Liverpool, L9

5AQ, United Kingdom (Great

Britain)

3,704.10

TA WEATHERWEAR T/A

AX PARIS

TRAFALGAR BUSINESS

PARK, MANCHESTER, M8


Britain)

3,682.90

QUALITY ENGINEERING

DESIGN LTD

UNIT1 ST JOHNS BUSINESS

PARK, LUTTERWORTH,

LE174HB, United Kingdom

(Great Britain)

3,660.00

LEGAL_EU # 21926027.19

181

ZANOX. DE AG (GBP) SRTALAUER ALLEE 2,

BERLIN, 10245, GerMany

3,603.89

INGENICO 17 RIDGE WAY, DALGETY

BAY, KY11 9NE, United


3,600.00

CYCLEON B.V. ORTELIUSLAAN 899,

UTRECHT, 3528 BE,

Netherlands

3,539.86

EMCO EXPORTS PLOT 617-618, ARTONI,

282001, SHERJUNG

DARGAH, India

3,507.07

LUCI ELLIS FLAT 2, LONDON, N16 5SJ,


3,500.00

BUSEC LTD SUITE 5 SPAIN BUILDINGS,

PETERSFIELD, GU32 3LA,


3,499.20

BRAVADO

INTERNATIONAL

GROUPLTD

BOND HOUSE, LONDON,

W4 4HS, United Kingdom

(Great Britain)

3,494.90

DALY TELECOM LIMITED THE POINT,

LOUGHBOROUGH, LE12


Britain)

3,449.82

G7 BUSINESS SOLUTION 104 HIGH STREET, ST

ALBANS, AL2 1QL, United


3,438.00

BRAND ALLIANCE LTD ALLIANCE HOUSE,

BASILDON, SS14 3HW,


3,398.23

SHERWOOD PLASTIC

PRODUCTS LTD

25 SEAVY ROAD, GOOLE,

DN14 6TA, United Kingdom

(Great Britain)

3,360.00

GORKANA DISCOVERY HOUSE,

LONDON, EC1Y 8QE, United


3,360.00

RANDOX LABORATORIES

LTD

55 DIAMOND ROAD,

CRUMLIN, BT29 4QY, United


3,297.60

DLA PIPER UK LLP 3 Noble Street, London, EC2V

7EE, United Kingdom (Great

Britain)

3,281.64

STATION 10 LTD 1ST FLOOR, LONDON, EC1R

5DX, United Kingdom (Great

Britain)

3,240.00

HALL FIRE PROTECTION

LTD

HOLLOWAY DRIVE,

MANCHESTER, M28 2LA,


3,142.28

VECTOS (SOUTH) LIMITED NETWORK BUILDING,

LONDON, W1T 4TP, United

3,106.06

LEGAL_EU # 21926027.19

182


SYMMETRYS LTD UNIT 6 THE COURTYARD

LYNTON, LONDON, N8 8SL,


3,000.00

LOGOPAK

INTERNATIONAL LTD.

ENTERPRISE HOUSE,

YORK, YO30 4XE, United


2,954.36

PARAMOUNT INDUSTRIAL

TOOLS & F

PARAMOUNT HOUSE,

STOKE ON TRENT, ST6

4DQ, United Kingdom (Great

Britain)

2,948.90

ITB LIMITED Stephen Building, London,

W1T 1QR, United Kingdom

(Great Britain)

2,882.46

STONE MANOR LTD 50 EAGLE WHARF ROAD,

LONDON, N1 7ED, United


2,811.45

CYGNIA MAINTENANCE UNITS 3 & 4 ANSON CLOSE,

BROADSTAIRS, CT10 2YB,


2,791.51

BID GROUP LIMITED UNIT C ELLENDS CLOSE,

BOLTON, BL5 3XE, United


2,787.60

WANT DONT WANT.COM

LTD

341 EUSTON ROAD,

LONDON, NW1 3AD, United


2,760.00

CLAIRE SQUIRES 28 LINGFIELD AVE,

UPMINSTER, RM14 2PE,


2,750.00

ADARE SEC LIMITED UNIT 1 ARROW VALLEY,

REDDITCH, B98 0FY, United


2,741.96

THE VOUCHER MARKET

LTD

1ST FLOOR BUCKHURST

HOUSE, SEVENOAKS, TN12

1LZ, United Kingdom (Great

Britain)

2,738.57

MILK MANAGEMENT LTD 91 PETERBOUROUGH

ROAD, LONDON, SW6 3BU,


2,707.10

HEADS! METALLSTR 9, ZUG, 6304,

Switzerland

2,704.86

Mikkelsen Kvant LLP Flat 2 Imperial Wharf, London,

E2 9SP, United Kingdom

(Great Britain)

2,700.00

KATHERINE BATH PRINT

DESIGN

67 BATHURST ROAD,

WOKINGHAM, RG41 5JF,


2,600.00

VEIT UK LTD UNIT 8 MARTREE BUS

PARK, CASTLEFORD, WF10

2,565.56

LEGAL_EU # 21926027.19

183

4UA, United Kingdom (Great

Britain)

CONDUCTIX-WAMPFLER

LTD

1 MICHIGAN AVENUE,

MANCHESTER, M50 2GY,


2,547.24

CATH LEACH 25 HUDDLESTONE ROAD,

LONDON, E7 0AW, United


2,520.00

METRO SECURITY 151 STATION ROAD EAST,

OXTED, RH8 0QE, United


2,496.00

J H A I LTD 3 GEORGE STREET,

BRIDPORT, DT6 4EY, United


2,412.00

IMPACT CREATIVE

RECRUITMENT LT

1ST FLOOR 5-11 WORSHIP

ST, LONDON, EC2A 2BH,


2,388.05

TIMPSON LTD SALES LEDGER DEPT,

MANCHESTER, M23 9TT,

WYTHENSHAWE, United


2,381.58

ATRADIUS 3 HARBOUR DRIVE,

CARDIFF, CF10 4WZ, United


2,279.24

BACKGROUND BEAUTY 29 DUKES AVNUE,

LONDON, N10 2PX, United


2,250.00

AQUENT LLC 279 TOTTENHAM COURT

ROAD, LONDON, W1T 7RJ,


2,244.00

MISELLE FASHIONS LTD 130 COMMERCIAL ROAD,

LONDON, E1 1NL, United


2,229.24

DODDLE PARCEL

SERVICES LTD

3 Lloyd's Avenue, LONDON,

EC3N 3DS, United Kingdom

(Great Britain)

2,193.84

REDBAY PROJECTS LTD FURLONG WORKS, STOKE

ON TRENT, ST6 3LE, United


2,192.40

FRUITFUL OFFICE LTD UNIT 2 BURGESS BUSINESS

PARK, LONDON, SE5 7TJ,


2,176.05

MORTIMER'S CAFE 26 MORTIMER STREET,

LONDON, W1W 7RB, United


2,165.70

ACCENT WIRE UNIT 3 PERSERVERANCE

MILL, BRADFORD, BD6

3HS, United Kingdom (Great

Britain)

2,112.00

LEGAL_EU # 21926027.19

184

PAULO RIBEIRO

MANAGEMENT LTD

THE BISCUIT FACTORY,

LONDON, SE164DE, United


2,107.00

CHARLES ALEXANDER

DISTRIBUTION

Unit 8 Centre Court Meridian,

Leicester, LE19 1WR, United


2,004.00

RAAB ARTWORKS LTD 13 EVERING ROAD,

LONDON, N16 7PX, United


2,000.00

HOLLY LOUISE DAVIES 5 CHESTERTON CLOSE,

LONDON, SW18 1SD, United


2,000.00

TELLERMATE PLC LEEWAY HOUSE,

NEWPORT, NP19 4SL, United


1,980.00

P&R PALLETS & CASES

LTD

UNIT 2 BRIDGE IND

ESTATE, STOKE ON TRENT,

ST6 2DL, United Kingdom

(Great Britain)

1,980.00

LENI'S MODEL

MANAGEMENT LTD

10 Laystall Street, LONDON,

EC1R 4PA, United Kingdom

(Great Britain)

1,935.00

LA DEMURE F-10 SECTOR-3, UTTAR

PRADESH, 201301, India

1,905.28

EXPONENT

INTERNATIONAL LIMITED

1 PRIDE POINT DRIVE,

DERBY, DE24 8BX, United


1,902.00

OMNICO GROUP UK LTD. UNIT 1 BEECHWOOD,

BASINGSTOKE, RG24 8WA,

CHINEHAM, United Kingdom

(Great Britain)

1,892.40

YAHOO HOLDINGS INC 701 FIRST AVE,

SUNNYVALE, 94089, United

States of America

1,869.22

INDUSTRIAL

ELECTRONICS LTD

153 CITY ROAD, STOKE ON

TRENT, ST4 4ND, United


1,867.20

VODAFONE LTD - AIRTIME BRUNEL PARK, NEWARK,

NG24 2EG, CREDIT

MANAGEMENT

DEPARTMENT, United


1,810.69

PALADONE PRODUCTS

LTD

UNIT 3 NEW WHARF,

SHOREHAM BY SEA, BN43

6RE, United Kingdom (Great

Britain)

1,785.60

REED CALIFORNIA, LONDON,

SW20 0BA, United Kingdom

(Great Britain)

1,783.36

LEGAL_EU # 21926027.19

185

M/S MAXIM

LABEL&PACKAGING (IND

#839 / 01, 24 TH MAIN,

560102, India

1,772.45

QUADRANT DESIGN 23 KINGS ROAD, READING,

RG1 3AR, United Kingdom

(Great Britain)

1,755.60

ENYA SULLIVAN ENYA SULLIVAN,

LONDON, SW2 1BZ, United


1,750.00

FAYE-MARIE LYONS 47 MONEYER HOUSE, N1

7RB, United Kingdom

1,750.00

CMC RECRUITMENT SUITE 14 APPLETON

HOUSE, LONDON, W6 9JG,


1,728.00

GLOBAL LICENSING LTD 2ND FLOOR, LONDON,

WC1H 9AT, United Kingdom

(Great Britain)

1,688.15

HOLATE 193 MILTON ROAD,

WESTON SUPER MARE,

BS22 8EF, United Kingdom

(Great Britain)

1,676.74

THE COPYRIGHT

LICENSING AGENCY

SAFFRON HOUSE,

LONDON, EC1N 8TS, United


1,651.48

CLERIDES,ANASTASSIOU,N

EOPHYTOU

6 KOLOKOTRONI STR,

LIMASSOL, 3032, Cyprus

1,639.85

EVANDER GLAZING &

LOCKS LTD

OLD CHAPEL WAY,

NORWICH, NR7 0WG, United


1,622.88

EVERSHEDS LLP 70 GREAT BRIDGEWATER

STREET, MANCHESTER, M1

5ES, United Kingdom (Great

Britain)

1,584.00

KAITAKARE LTD 15 MALLARD WAY,

PENKRIDGE, ST19 5UE,


1,566.36

INTERROLL LTD UNIT 1A ORION WAY,

KETTERING, NN15 6NL,


1,551.24

HOBSON HEALTH LTD KINGFISHER HOUSE,

STOKE ON TRENT, ST4

4DB, United Kingdom (Great

Britain)

1,512.00

FUSION OCCUPATIONAL

HEALTH

SANTIA HOUSE, CARDIFF,

CF15 7QX, United Kingdom

(Great Britain)

1,464.00

IAN SMITH GROUP LTD 205 GREAT BRIDGE

STREET, WEST

BROMWICH, B70 0DJ, United


1,451.32

LEGAL_EU # 21926027.19

186

ADDISON LEE PLC 35-37 WILLIAM ROAD,

LONDON, NW1 3ER, United


1,445.97

RUSH COURIER SERVICES

LTD

71 MILFORD ROAD,

READING, RG1 8LG, United


1,444.34

R J LIFT SERVICES LTD UNIT 9 OLDFIELD BUS

PARK, STOKE ON TRENT,

ST4 3PE, United Kingdom

(Great Britain)

1,434.36

GEORGINA MURTAGH 110 FOREST GLADE,

LONDON, E49RJ, United


1,400.00

FITBIRDS LTD 8 CLEVELAND CLOSE,

WALTON-ON-THAMES,

KT12 1RB, United Kingdom

(Great Britain)

1,389.60

SYBARITE MANAGEMENT

LTD

206 GRAND UNION

STUDIOS, LONDON, W10


Britain)

1,373.80

MEGA FORTRIS UK LTD UNIT 18 CINDER ROAD

ZONE 3, BURNTWOOD, WS7

3FS, United Kingdom (Great

Britain)

1,370.14

SMART RECRUITMENT

SOLUTIONS (S

CREDIT CONTROL,

SWINDON, SN1 5PL, United


1,345.73

WIDEM CORPORATION NV LAR P 19, REKKEM, 8930,

Belgium

1,328.00

MATERIAL FORCE

TEXTILE DESIGNS

9 RED SQUARE, LONDON,

N16 9AW, United Kingdom

(Great Britain)

1,260.00

VACLENSA PLC SERVICE HOUSE,

MANCHESTER, M28 2QB,


1,241.17

PRSHOTS SERVICES LTD 59 CHARLOTTE STREET,

LONDON, W1T 4PE, United


1,200.00

DAISY FAULKNER 45 ST RONANS CRESCENT,

WOODFORD GREEN, IG8

9DQ, United Kingdom (Great

Britain)

1,200.00

KERRIE STARLING 33 STRAHAN ROAD,

LONDON, E3 5DA, United


1,200.00

COLOUR CONNECTIONS

CONSULTANCY

83 STARKHOLMES ROAD,

MATLOCK, DE4 3DD, United


1,200.00

LEGAL_EU # 21926027.19

187

OWEN HOLLOWAY 65 ORIEL ROAD, LONDON,

E9 5SG, United Kingdom

(Great Britain)

1,200.00

LAURA ANNE HAIR &

MAKEUP

176C ARCHWAY ROAD,

HIGHGATE, N6 5BB, United


1,150.00

TRANSCARE TEAM LTD UNIT 2 ITCHEN BUSINESS

PARK, SOUTHAMPTON,

SO17 2LJ, United Kingdom

(Great Britain)

1,104.00

GO STATIONERY LTD Units 1 - 2 Wadsworth Close,

UB6 7JF, United Kingdom

(Great Britain)

1,092.00

DOMENICO LANDOLFI 53 OMEGA WORKS,

LONDON, E3 2PD, United


1,050.00

HALLETT RETAIL

LOGISTICS

26A CHURCH LANE,

LONDON, N2 8DT, United


1,000.48

POLLY CHISHOLM 474 UPPER BRENTWOOD

RD, LONDON, RM2 6JB,


1,000.00

SYNERGY RETAIL

SUPPORT LTD

UNIT 13 BIC, ENFIELD, EN3

7XU, United Kingdom (Great

Britain)

994.20

REXEL UK LTD UNIT 15 MAPLE BUS PARK,

BIRMINGHAM, B7 5ET,


976.94

TOTALIS SOLUTIONS LTD GROVE STREET EAST,

BELFAST, BT5 5GH, United


972.78

RADWELL

INTERNATIONAL UK LTD

UNIT D DALEWOOD ROAD,

NEWCASTLE-U-LYME, ST5

9QZ, United Kingdom (Great

Britain)

970.90

SAPPHIRES MODEL

MANAGMENT LTD

50 GREAT PORTLAND

STREET, LONDON, W1W

7ND, United Kingdom (Great

Britain)

960.00

PHOENIX MODELS

LONDON

8-9 Rivington Place, London,

EC2A 3BA, United Kingdom

(Great Britain)

960.00

PSM Limited 40 Gracechurch Street, London,

EC3V 0BT, United Kingdom

(Great Britain)

960.00

BLUE SKY DESIGNS (DDP) Seven Airport West, Leeds,

LS19 7ZA, United Kingdom

(Great Britain)

956.30

KING OF THE BOOTH LTD 3 CORNELIUS VALE, 954.00

LEGAL_EU # 21926027.19

188

CHELMSFORD, CM2 6GY,


WWCS ENVIRONMENTAL

SERVICE LTD

REDCOTTS HOUSE,

WIMBORNE, BH21 1JX,


949.64

METREEL LIMITED CORONATION ROAD,

ILKESTON, DE7 6FE, United


931.68

INCA CREATIVE 52 GROSVENOR GARDENS,

LONDON, SW1W 0AU,


925.46

Rialto Designs LTD 442 Thurmaston Boulevard,

Leicester, LE4 9LE, United


906.30

TURNING LEAF FACILITIES

LTD

4TH FLOOR, LONDON,

W1W 7JE, United Kingdom

(Great Britain)

900.00

OCTANE PUMP AND TANK PEACE STREET,

BRADFORD, BD4 8UF,


892.20

SAMMONS PENSIONS LTD 55 HAVELOCK ROAD,

HASTINGS, TN34 1BE,


862.74

HAIR INNOVATIONS LTD 9 KILNFIELD,

BRENTWOOD, CM15 0PH,


852.00

ONLINE MEDIA EXPERTS

LTD

94 WHITE LION STREET,

LONDON, N1 9PF, United


840.00

PRINT STORIES LTD 8A CURWEN ROAD,

LONDON, W12 9AE, United


840.00

ACMSUK THE LOOKOUT,

NOTTINGHAM, NG7 2UL,


834.00

MT DRAINS LTD THE OLD POST HOUSE, ST

LEONARDS ON SEA, TN38


Britain)

816.00

SOUTHERN ELECTRICITY PO BOX 17, HAVANT, PO9

5DD, United Kingdom (Great

Britain)

798.93

WILHELMINA LONDON 6 PERSEVERANCE WORKS,

LONDON, E2 8DD, United


774.00

MAYA LEWIS MAKEUP 26 CHAMPION CLOSE,

DENHAM, UB9 5BX, United


750.00

KNIGHTSBRIDGE Airport house, Purley way, 733.32

LEGAL_EU # 21926027.19

189

PROPERTY SERVICE Croydon, CR0 0XZ, United


CITY OF WESTMINSTER

(REFUSE)

FINANCE DEPT, LONDON,

SE1 7TP, 89 ALBERT

EMBANKMENT, United


730.80

VISAGE LTD CENTENARY HOUSE,



725.80

WHA SHOPFITTING LTD 4-10 CANNON STREET,

SOUTHAMPTON, SO15 5PQ,


715.85

EYRE & ELLISTON LTD 191 CHATSWORTH ROAD,

CHESTERFIELD, S40 2BD,


714.00

REDEVCO UK LIMITED

(ELEC)

1 JAMES STREET, LONDON,

W1U 1DR, United Kingdom

(Great Britain)

693.11

SPILLER ARCHITECTURAL 1 OXFORD ROAD, YEOVIL,

BA21 5HR, United Kingdom

(Great Britain)

686.60

STRONG VEND LIMITED 8 ST MARKS INDUSTRIAL

ESTATE, LONDON, E16 2BS,


683.35

SERVICOM (HIGH TECH)

LTD

UNIT 8 THE IOCENTRE,

REDDITCH, B98 7AS, United


673.25

VSG VISION SECURITY

GROUP

PARKLANDS COURT,

BIRMINGHAM, B45 9PZ,


648.00

MOT MODELS LTD THE STABLES,

BERKHAMSTED, HP4 2ST,


640.00

GAVAN CATERING UNIT 14 OXFORD COURT,

WEYMOUTH, DT4 9GH,


637.36

STERLING MANAGEMENT

CENTRE

SUITE 6 & 7 FURNESS

GATE, BARROW IN

FURNESS, LA14 2PE, United


634.37

SAFER LONDON BUSINESS

LTD

1ST FLOOR, BRIGHTON,

BN1 1EE, United Kingdom

(Great Britain)

624.00

INTERNATIONAL MODEL

MANAGEMENT

STUDIO 20, LONDON, NW5

1LB, United Kingdom (Great

Britain)

533.33

TOP TALENT AGENCY LTD PO Box 860, St Albans, AL1

9BR, United Kingdom (Great

Britain)

515.00

LEGAL_EU # 21926027.19

190

CITY ELEC FACTORS NORTH WEST DIVISION,

KENILWORTH, CV8 2SU,


511.56

TOTAL SECURITY

PROTECTION

6 CENTURY COURT,

WATFORD, WD18 9RS,


506.34

SHOPSAFE LIMITED UNIT 1, BURY ST

EDMUNDS, IP30 9QS, United


500.40

NEOPOST FINANCE LTD NEOPOST HOUSE,

ROMFORD, RM1 2AR, United


500.00

JESSE WALKER MAKE-UP

& HAIR

25 BROADLANDS WAY,

NEW MALDEN, KT3 6PW,


500.00

HANNAH WHITE 33A GROSVENOR RD,

LONDON, E11 2EW, United


500.00

ELLIE TOBIN 3 HOLMDENE AVENUE,

LONDON, SE24 9LB, United


500.00

BAME MODELS &TALENT

MANAGEMENT

54 Millmead Road, London,

N17 9QU, United Kingdom

(Great Britain)

500.00

SPAN SET LIMITED TELFORD WAY,

MIDDLEWICH, CW10 0HX,


460.68

BPP PROFESSIONAL

EDUCATION

BPP HOUSE, LONDON, W12

8AW, United Kingdom (Great

Britain)

457.20

Chesterfield WT Consultants

LT

Unit 2 Ockley Court, Dorking,

RH5 5LS, United Kingdom

(Great Britain)

456.00

WADDINGTON & LEDGER

LIMITED

LOWFIELDS BUSINESS

PARK, ELLAND, HX5 9DA,


440.00

NORTH WEST RADIO COMMUNICATIONS

HOUSE, LIVERPOOL, L6

1BS, United Kingdom (Great

Britain)

432.00

SEDGEMOOR DISTRICT

COUNCIL

BRIDGEWATER HOUSE,

BRIDGEWATER, TA6 3AR,


432.00

ALPHABET (GB) LTD EUROPA HOUSE, HOOK,

RG27 9UF, United Kingdom

(Great Britain)

427.11

VISAGE LTD CENTENARY HOUSE,



414.46

LEGAL_EU # 21926027.19

191

ELLIS RANSON 18 BIRK BECK ROAD,

ROMFORD, RM700QP,


400.00

PISTACHE CREATIVE

LIMITED

ASTON HOUSE, LONDON,

N3 1LF, United Kingdom

(Great Britain)

394.76

WESTCOTT DESIGN LTD UNIT 13, LONDON, SW18

1TS

390.00

HANNAH DAWSON 301 ROWAN HOUSE,

LONDON, SW1P 2QD, United


350.00

CLICK UK LTD 12C REDCLIFFE ST,

LONDON, SW10 9DT, United


350.00

RS COMPONENTS LTD PO BOX 99, CORBY, NN17

9RS, United Kingdom (Great

Britain)

341.17

GDS MOBILE

COMMUNICATIONS LTD

POLLICK FARM,

GLASGOW, G78 4DE, United


312.00

SELECTA UK LIMITED 1st Floor, Basingstoke, RG24

8GG, Hampshire Int Bus Park,


302.34

The Completely Group Ltd Parklands, Guildford, GU2

9JX, United Kingdom (Great

Britain)

300.00

INTERTEK TEST

HIZMETLERI AS

MERKEZ MAH SANAYI

CAD NO23, ISTANBUL,

34197, Turkey

282.64

D S CALLARDS LIMITED 2 -3 STATION YARD,

ASHBURTON, TQ13 7EF,


252.00

CLAIRE DE-GRAFT

MAKEUP & HAIR

8A QUEENSWOOD ROAD,

LONDON, SE23 2QS, United


250.00

SINEAD CROMPTON 16 KNIGHTON ROAD,

LONDON, RM7 9BS, United


250.00

KPMG LLP 15 Canada square, Canary

Wharf, London, E14 5GL

240.00

Mastercard Payment Gateway

Ser

3RD FLOOR, LONDON,

WC2B 6ST, United Kingdom

(Great Britain)

240.00

FITSKI LTD SMARTS COTTAGE,

WITNEY, OX29 6UW, United


200.00

Annapurna HR Limited 2nd Floor Prospero House,

London, SE1 1GA, United


182.93

LEGAL_EU # 21926027.19

192

BYWAYS LIMITED AMARIC HOUSE, LUTON,

LU3 4BU, United Kingdom

(Great Britain)

172.70

EDENRED (UK GROUP) LTD NORTHGATE THE

PAVILIONS, CHESTER, CH4

9QJ, United Kingdom (Great

Britain)

167.88

WORKMAN (WATER) B8, GLASGOW, G53 6QR,


155.90

INTERTEK TESTING

SERVICES LTD

2/F NO 4 BUILDING,


139.09

NETWORK VEHICLES LTD ONE HARDWICK'S

SQUARE, LONDON, SW18

4AW, United Kingdom (Great

Britain)

135.26

NELBAC PO BOX 618, GRIMSBY,

DN31 9GB, United Kingdom

(Great Britain)

135.00

BPR GROUP EUROPE LTD 52 LANT STREET, LONDON,

SE1 1RB, United Kingdom

(Great Britain)

122.40

DORSET CHAMBER OF

COMMERCE

CHAMBER HOUSE, POOLE,

BH12 4NZ, United Kingdom

(Great Britain)

109.80

MANX TELECOM LTD ISLE OF MAN BUSINESS

PARK, BRADDAN, IM99

1HX, United Kingdom (Great

Britain)

95.09

WESTEND CLOTHING (STF-

GBP)

4TH FLOOR, LONDON,

W1W 5PE, United Kingdom

(Great Britain)

80.62

ALGRETA SOLUTIONS /

CATALYST

3RD FLOOR CENTENARY

HOUSE, MANCHESTER,

M50 1RF, United Kingdom

(Great Britain)

80.52

SUSSEX

COMMUNICATIONS LTD

2 DAWN CRESCENT, UPPER

BEEDING, BN44 3WH, United


79.20

MOBILE MINI UK LTD 28 FALCON COURT,

PRESTON FARM BUSINESS

PARK, STOCKTON ON

TEES, TS18 3TX, United


58.32

NORTHUMBRIAN WATER CUSTOMER CENTRE,

P.O.BOX 300, PITY ME, DH1

9WQ, United Kingdom (Great

Britain)

46.70

PRINTWELL UK LTD WINDSOR HOUSE, 26

WILLOW LANE, MITCHAM,

42.00

LEGAL_EU # 21926027.19

193

CR4 4NA, United Kingdom

(Great Britain)

INTERTEK TESTING ACADEMY PLACE, 1-9

BROOK STREET,

BRENTWOOD, CM14 5NQ,


36.00

HUGHES GARDNER

CLEANING

CASTLE HOUSE, ARDELEY

BURY, STEVENAGE, SG2

7AF, United Kingdom (Great

Britain)

30.29

PAGEONE

COMMUNICATIONS LTD

12TH FLOOR GREAT WEST

HOUSE, GREAT WEST

ROAD, BRENTFORD, TW8

9DF, United Kingdom (Great

Britain)

29.74

TNT INTERNATIONAL POBOX 186,

RAMSBOTTOM, BURY,

BL10 9GR, United Kingdom

(Great Britain)

27.64

SITELINK COMMS. 18 BRIDGEWATER RD,

HERTBURN IND ESTATE,

WASHINGTON, NE37 2SG,


21.60

VIRGIN MEDIA BUSINESS

LTD

MEDIA HOUSE, BARTLEY

WOOD BUSINESS PARK,

HOOK, RG27 9UP, United


8.10

New River Retail Limited 16 New Burlington Place,

London, W1S 2HX

106.24

Nicholas Koumarianos 5 Jaggard Way, London, SW12

8SG

6,251.36

Lockhart Holdings Ltd 6 Portland House, 142d

Petersham Road, Richmond,

TW10 6UX

120.00

Seymour Holdings Ltd Weybridge House, Le Pollet, St

Peters Port, Guernsey, GY1

1WL

51.99

Spires Barnet (UK) 33 Margaret Street, London,

W1G 0JD

125,299.18

British Overseas Bank

Nominees

40 Bank Street, London, E14

5EG

42.05

Norseman Estates Ltd 2 Spire House, Waterside

Business Park, Clifton Road,

Ashbourne, Derbyshire, DE6

1DG

13.04

MP Kings Retail S.A.R.L. 291 Route D'Arlon L1150,

Luxembourg, B159 704

38,656.96

Toscaig Properties Ltd 7 Swallow Place, London, W1B

2AG

239.00

LEGAL_EU # 21926027.19

194

NewRiver Trustee 3 Ltd 16 New Burlington Place,

London, W1S 2HX

1,249.96

Cabot Investments 3rd Floor, 9 White Lion Street,

London, N1 9PD

220.50

Deutsche Bank AG London Canal Mill, Botany Brow,

Chorley, PR6 9AF

50,511.52

Threadneedle UK Property

Trust

PO Box 3550, Swindon, SN3

9AP

413.46

Intercompany Creditors

Intercompany Creditor Address BALANCE(£)

New Look Group Limited New Look House, Mercery

Road, Weymouth, Dorset, DT3

5HJ

207,091.06

New Look Retailers (Ireland)

Limited

3 Burlington Road, Dublin,

Republic of Ireland

16,795,837.60

New Look France SAS 64 rue du Dessous des Berges,

11 rue Leredde, Paris, 75013,

France

14,826,268.79

New Look Retailers (Channel

Islands) Limited

New Look House, Mercery


5HJ

7,639,934.46

New Look Limited New Look House, Mercery


5HJ

6,143,985.87

New Look (Singapore) PTE

Limited

19 Greenwich Drive #02-01,

Kerry Logistics Centre,

Singapore, 534021, Singapore

242,847.75

New Look Belgium SA rue Gretry no 12, Bruxelles,

Brussels, 1000, Belgium

3,255,876.43

New Look Finance Limited New Look House, Mercery


5HJ

82,048,085.92

New Look FIN III Limited New Look House, Mercery


5HJ

5,376,698.39

Corporate Services (Guernsey)

Limited in its capacity as

trustee of New Look EBT 3

18 Esplanade, PO Box 197, St

Helier, Jersey, JE4 8RT

21.00

LEGAL_EU # 21926027.19

195

LANDLORDS

Site name Landlord Landlord address Claim (£)

Aberdare Bexmoor Ltd The Croft, 43 Langland

Road, SA3 4LU, Swansea

11,542.12

Aberdeen - Bon

Accord

Aberdeen Shopping Centre PO Box 119, Martello

Court Admiral Park, St

Peter Port, Guernsey, GY1

3HB

643,559.35

Aberdeen - Union

Square

Union Square

Developments Ltd

1 George Square, Glasgow

G2 1AL

159,803.48

Abergavenny RPI - Skerrols Property Co

Ltd

c/o Macfarlanes LLP, 20

Cursitor Street, London,

EC4A 1LT

20,411.94

Aberystwyth Coldbrook Ventures Ltd Nantoer, Hardwick, NP7

9BS, Abergavenny

26,315.26

Abingdon SWAMF Nominee (1) Ltd

& SWAMF Nominee (2)

Ltd

33 Old Broad Street,

London, EC2N 1HZ

114,840.13

Aldershot London & Cambridge

Properties

LCP House, The Pensnett

Estate, Kingswinford,

West Midlands, DY6 7NA

25,761.99

Alloa AGE Ltd c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

37,793.51

Ammanford Britta Chantal Brunner La Motte, Tite Hill

Englefield Green, Egham,

TW20 0NF, Surrey

14,876.70

Andover Friends Life Company Ltd 8th Floor, 155

Bishopsgate, London,

EC2M 3XJ

79,421.17

Antrim Antrim Property Ltd (In

Receivership)

4th Floor Adam House, 1

Fitzroy Square,

LONDON, W1T 5HE

50,879.68

Armagh Armagh Assets No2 Ltd,

Armagh Assets No3 Ltd

t/a Armagh Estate

Company, c/o David

Samuel Asset

Management Ltd, 5th

Floor Maybrook House,

40 Blackfriars Street, M3

2EG, Manchester

27,326.81

Arnold Tiree Properties Riverside Court, 7

Riverside Road, Pride

Park, DERBY, DE24 8GN

17,385.71

Ashby-de-la-

Zouch

Central Midlands Estates

Ltd

Central House, Hermes

Road, Lichfield,

Staffordshire, WS13 6RH

30,405.45

Ashford County Square Property c/o Savills, 163 West 366,167.98

LEGAL_EU # 21926027.19

196

Ltd George Street,

GLASGOW, G2 B2JJ

Ashington Newport Holdings Ltd RE

EA

3rd Floor, 9 White Lion

Street, LONDON, N1 9PD

26,799.33

Ashton-Under-

Lyne

Fairacre UK Retail

Properties (Ashton) Ltd

Elizabeth House, 9 Castle

Street, St Helier, Jersey,

JE2 3RT

97,193.51

Aylesbury Rockspring UK Value 2

Aylesbury (Jersey)

166 Sloane Street,

London, SW1X 9QF

138,426.74

Ayr Central The M&G Property

Portfolio

c/o 135, Bishopsgate,

EC2M 3UR, London

217,521.88

Ballymena -

Fairhill


Ballymena (Jersey) Ltd

c/o Montagu Evans, 4th

Floor, 19 Canning Street,

Exchange Tower,

Edinburgh, EH3 8EG

265,338.54

Banbridge Lurganbridge Ltd 157-173 Roden Street,

Belfast, Co Antrim BT12

5QA

25,566.99

Banbury Scottish Widows Plc &

Scottish Widows Unit Fu

69 Morrison Street,

Edinburgh, Midlothian,

EH3 8YF

88,325.58

Banbury RP The Crown Estates

Commissioners

16 Burlington Place,

London, W1S 2HX

219,204.96

Bangor - North

Wales

Savemore Ltd Heaton House, 148 Bury

Old Road, Salford,

Manchester, M7 4SE

192,205.20

Bangor- Spring-

N.I

Bangor Springhill Pradera

Ltd

PO Box 60, Carinthia

House 9-12 The Grange,

St Peter Port, Guernsey,

GY1 4BF

123,299.85

Barnsley Siemens Benefits Scheme

Ltd

Siemens House, Olbury,

Bracknell, Berkshire,

RG12 8FZ

66,667.31

Barnsley

Cortonwood

Maizelands Ltd &

Arringford Ltd

20 Churchill Place, E14

5JH, London

128,340.67

Barnstaple Green Lanes Jersey

Property Unit Trust

Unit 17/18 Green Lane

Shopping Centre,

Barnstaple

68,162.96

Barrow-in-Furness CLARE PROPERTIES

HOLDINGS A Ltd

The Courtyard, Catherine

Street, Macclesfield,

Cheshire, SK11 6ET

201,358.02

Barry N J Esterkin Highbeck, 45 Carrwood,

Hale Barns, Cheshire,

WA15 0EN

57,445.44

Basildon InfraRed UK Lion

Nominee 1 Ltd &

Nominee 2

12 Charles ll Street,

London, SW1Y 4QU

206,520.25

Basingstoke Festival Place No.1 &

No.2 Ltd

c/o CBRE, 70 Wellington

Street, GLASGOW, G2

299,307.45

LEGAL_EU # 21926027.19

197

6UA

Bath Southgate LP (Nominee 1)

Ltd and Southgate LP

St Helens, 1 Undershaft,

London EC3P 3DQ

230,191.89

Beaumont Leys Tesco BL Property

Partnership

York House, 45 Seymour

Street, London, W1H 7LX

61,852.48

Beccles Statwell Ltd 3 Court Lodge, 48 Sloane

Square, London, SW1W

8AT

40,605.01

Beckton Inhoco 3107 Ltd 31st Floor 30, St Mary

Axe, London EC3A 8BF

73,783.04

Bedford SOOF Ltd 12-14 Finch Road,

Douglas, Isle of Man,

LM1 2PT

353,925.20

Beeston BPL Rosedale Property

Holdings Ltd

Fountain Court, 12

Bruntcliffe Way, Morley,

Leeds, West Yorkshire,

LS27 0JG

4,938.03

Belfast - Donegal

Place


Nominees Ltd & WGTC

Nom

135, Bishopsgate, London,

EC2M 3UR

1,017,651.52

Belfast -

Forestside

Foyleside Ltd (T/A

Forsetside)

Clarence House, 4-10 May

Street, Belfast, BT1 4NJ

29,386.33

Belfast - York

Gate

MAM CRP Acquisition

Ltd

c/o Savills, Lesley Studios,

32-36 May Street, Belfast,

BT1 4NZ

94,173.36

Belfast-Boucher

Road

Corbo Ltd 51/53 Thomas Street,

Ballymena, BT43 6AZ

188,646.22

Belfast-Castle

Court

Wirefox Castle Property

Ltd

2 Downshire Road, BT18

9LU, Holywood, Co

Down

53,829.93

Belfast-Park

Centre

Latt Ltd 24-38 Gordon Street,

Belfast

35,147.31

Belle Vale Belle Vale Ltd c/o Munroe K, 14 Floral

Street, London, WC2E

9DH

43,157.13

Belper Central Midlands Estates

Ltd

Central House, Hermes

Road, Lichfield, Staffs,

WS13 6RH

19,698.34

Berwick-Upon-

Tweed

Wanderslore Pension

Scheme

c/o Pearl & Coutts Ltd, 9

White Lion Street,

London, N1 9PD

16,050.00

Beverley British Overseas Bank

Nom. Ltd and WG

Nom.Ltd

135 Bishopsgate, London,

EC2M 3UR

29,061.33

Bexhill Walia & Sons Ltd c/o Machins Solicitors

LLP, Victoria Street,

Luton, LU1 2BS

16,345.27

Bexleyheath NewRiver Retail

(Bexleyheath) S.a.r.l

37 Maddox Street,

London, W1S 2PP

186,972.96

LEGAL_EU # 21926027.19

198

Bicester TM Trustees Ltd and

Jeremy Bradbeer et al

c/o Shepherd Commercial,

Stowe House, 1688 High

Street, KNOWLE,

Solihull, B93 0LY

14,550.13

Bideford GB Nominees Ltd 6th Floor, 25, Farringdon

Street, EC4 4AB, London

19,429.30

Biggleswade RP LXB RP (Biggleswade)

Ltd

c/o Jones Lang LaSalle,

Austin House, Stannard

Place St Crispins Road,

Norwich, NR3 1YF

107,697.02

Billericay I.M.C. Holdings Ltd Warren House, Argent

Court Sylvan Way,

Basildon, Essex, SS15

6TH

16,007.80

Birchwood Birchwood Warrington

Ltd

The Edge, Clowes Street,

Manchester, M3 5UA

31,508.94

Birkenhead Zurich Assurance Ltd c/o Threadneedle Property

Investments Lt, PO Box

3550, Swindon, SN3 9AP

91,268.06

Birmingham -

Bull Ring

Bull Ring No. 1 Ltd &

Bull ring No. 2 Ltd

Kings Place, 90 York

Way, London N1 9GE

110,531.73

Birmingham -

Corp Street

Legal and General UK

Property Fund

c/o Jones Lang LaSalle, 40

Bank Street, CANARY

WHARF, London, E14

5EG

499,777.19

Birmingham - Fort The Fort Retail Park Trust

c/o Savills

c/o Savills, Innovation

Court, 121 Edmund Street,

BIRMINGHAM, B3 2HJ

348,622.27

Birmingham -

Perry Barr

Perry Bar SARL c/o Lambert Smith

Hampton, Clarence House,


BT1 4NJ

124,804.81

Bishop Auckland Bishop Auckland 3 LLP 4th Floor, 2 Eastboure

Terrace, London W2 6LG

29,356.48

Bishops Stortford Legal and General

Assurance Ltd

40 Bank Street, CANARY

WHARF, London, E14

5EG

67,222.56

Blackburn The Mall Ltd Partnership c/o Capital & Regional, 52

Grosvenor Gardens,

LONDON, SW1W 0AU

211,152.20

Blackpool BCC Eiffel Sarl c/o Eddisons, 31st Floor,

40 Bank Street, London,

E14 5NR

385,524.31

Blackwood Simon & Deborah Ann

Gregory

Hillcote House, Pinner

Hill, Pinner, Middlesex,

HA5 3XY

21,789.33

Bluewater Blueco Ltd Bluewater Management

Suite, Upper Rose Gallery,

Bluewater, Greenhithe,

40,663.01

LEGAL_EU # 21926027.19

199

Kent, DA9 9ST

Bluewater Mens Blueco Ltd 5 Strand, London, WC2N

5AF

124,304.40

Blyth Blyth Investments LLP Alwick Castle, Alnwick,

Northumberland, NE66

1NQ

27,116.75

Bognor Regis Atrium 100 Stores Weston

Centre

10 Grosvenor Street,

London, 4QY

155,175.76

Bolton Market

Place

Inception Holdings

S.A.R.L

c/o, Moorgarth Group Ltd

Ground Floor, 17-19 York

Place, Leeds, LS1 2EX

136,270.18

Bolton Mens Inception Holdings SARL Moorgarth Group Ltd,

Central House, 47 St

Paul's Street, Leeds, LS1

2TE

41,148.07

Bootle Sefton Metropolitan

Borough Council

c/o Savills, 12 Booth

Street, Manchester M2

4AW

64,418.68

Borehamwood Cetza Trustees 7 Ltd &

Cetza Trustees 8

c/o Savills, 33 Margaret

Street, London, W1G 0JD

152,147.00

Boston The Sizecheck Ltt

FURBS-DC

NO 1, Ferndene Court,

Moor Road South, NE3

1NN, Newcastle

36,472.59

Bournemouth UK Insurance Ltd The Wharf, Neville Street,

Leeds LS1 $AZ

222,326.14

Bournemouth -

Castlepoint

Castlepoint General

Partner Ltd & Castlepoint

55 Colmore Row,

Birmingham, B3 2AS

97,457.12

Bracknell - Peel

Centre

LS (Bracknell) Ltd 5 Strand, London, WC2N

5AF

199,330.53

Bracknell Lexicon Bracknell General Partner

Ltd

c/o Cushman &

Wakefield, 9 Colmore

Road, Birmingham B2 2JT

126,480.28

Bradford Kirkgate Bradford Unit

Trust

22 Grenville Street, St

Helier, Jersey, JE4 8PX

75,367.90

Bradford The

Broadway

Bradford Broadway Ltd Regency Court, Glategny

Esplanade, St Peter Port,

Guerney, GY1 1WW

296,325.15

Braehead Braehead Glasgow Ltd &

Braehead Park Inv ...

40 Broadway, London

SW1H 0BT

1,001,517.78

Braintree London & Southern

Estates (Retail) Ltd

36a, Station Road, New

Milton, BH25 6JX,

Hampshire

76,645.97

Brent Cross Hammerson Property

(Brent Cross) Ltd


London, W1K 4BJ

90,277.30

Brentwood Threadneedle UK Property

Trust

Cannon Place, 78 Cannon

Street, London, EC4N

6AG

16,507.93

Bridgend Demac Properties Ltd c/o BTW Shiells Ltd, 4-10

May Street, Belfast

35,734.08

LEGAL_EU # 21926027.19

200

Bridgwater Denstar Ltd 7 Swallow Place, London,

W1B 2AG

40,776.19

Bridlington New River Retail Property

Unit Trust

c/o, Workman Retail

Heron House, 141-12

Albert Square,

Manchester, M2 5HD

81,916.21

Bridport Alan Andrew Wood Brookwood, Church

Street, Upwey,

Weymouth, Dorset, DT3

5QB

26,960.29

Brighton Co-operative Insurance

Society Ltd

Miller Street, Mancheser,

M60 0AL

407,798.29

Bristol - Cabot

Circus

Bristol Alliance Nominee

No. 1 Ltd & .....


London, W1K 4BJ

868,202.79

Brixton Bon Marche Centre Ltd 241-251 Ferndale Road,

London, SW9 8BJ

47,217.37

Bromley Alaska UK Bromley Ltd One Curzon Street,

London, W1J 5HD

226,196.56

Bromsgrove Storway Investments Ltd c/o Chatwani & Co,

Victoria Road, South

Ruislip, Middx, HA4 0JQ

11,397.79

Broughton Park Broughton Unit Trust c/o Savills, 20 Grosvenor

Hill, London, W1K 3HQ

237,265.62

Brynmawr EMA Textiles Limited 3 Court Lodge, 48 Sloane

Square, SW1W 8AT,

London

5,472.47

Bullring Mens Bull Ring No. 1 & 2 Ltd Kings Place, 90 York

Way, London N1 9GE

237,298.86

Burgess Hill NewRiver Retail (GP3)

Ltd

28 Brook Street, London,

W1K 5DH

139,419.28

Burnham-on-Sea Rayglow Securities Ltd 3 - 5 College Street,

Burnham on Sea,

Somerset, TA8 1AR

10,374.27

Burnley Sapphire Burnley

Nominee Ltd

33 Jermyn Street, London,

SW1Y 6DN

145,975.57

Burton Mens Burton Shopping Centre

Ltd

Weighbridge House, St

Peter Port, Guernsey, GY1

1WL

39,091.32

Burton-on-Trent Burton Shopping Centre

Ltd

PO BOX 119, Martello

Court Admiral Park, ST

Peters Port, Guernsey,

GY1 3HB

208,719.71

Bury InfraRed UK Tiger 12 Charles II Street,

London, SW1Y 4QU

290,532.03

Bury St Edmunds Northern Trust Fiduciary

Trustee for Bury WM

Trafalgar Court, Les

Banques, St Peters Port,

Guernsey, GY1 3QL

221,984.66

Buxton Zurich Assurance Ltd c/o Threadneedle Property


43,714.16

LEGAL_EU # 21926027.19

201

3550, SWINDON, SN1

1DA

Caernarvon Regis Investments Ltd 41-43 Standard Road,

London, NW10 6HF

14,344.97

Caerphilly ILM Property

Management Ltd

Radnor House,

Greenwood Close, Cardiff

Gate Business Park,

Cardiff CF23 8AA

14,092.86

Camberley The Main Square

Camberley Unit Trust

4th Floor, 19 Canning

Street, Exchange Tower,

Edinburgh, EH3 8EG

22,747.22

Cambridge -

Grafton Centre

Marks & Spencer p.l.c Waterside House, 35

North Wharf Road,

London W2 1NW

209,766.17

Cambridge - Lion

Yard

Barclays Nominees

(George Yard) Ltd

1 Churchill Place, London

E14 5HP

471,040.21

Cameron Toll Lady Road Investment

S.A.R.L

c/o Reith Lambert, 24

Blythswood Square,

Glasgow G2 4BG

220,604.71

Cannock Hatfield Property Ltd Cannock Shopping Centre,

Cannock, Staffordshire

46,993.28

Canterbury The Richardson

Partnership

c/o McCabe Ford

Williams, 2 The Links,

Herne Bay, Kent, CT6

7GQ

96,576.19

Canvey Island Hadleigh Baker Exec

Pension Scheme

374 Long Road, SS8 0 JU,

Canvert Island

11,409.06

Cardiff - Queen

Arcade

Sapphire (Cardiff) (No 1

& 2) Nominees Ltd

30 Finsbury Square,

London EC2P 2YU

461,502.71

Cardiff - St

Davids

St Davids (No 1) Ltd & St

Davids (No 2) Ltd

100 Victoria Street,

London SW1E 5JL

790,835.19

Carlisle Scotch Street Ltd PO Box 119, Martello

Court, Admiral park, St

Peters Port, Guernsey,

GY1 3HB

319,193.85

Carmarthen St James Place UK PLC &

BNY Mellon Trust

St James Place House, 1

Tetbury Road, Cirencester

GL7 1FP

188,139.09

Carrickfergus J P Morgan Enterprises

Ltd

Downview House, 440

Shore Road,

Newtownabbey, BT37

9RU

53,019.16

Castleford Castleford Investments Ltd 4th Floor Adam House, 1

Fitzroy Square,

LONDON, W1T 5HE

23,610.38

Chard Rhodia Investment Ltd Suite 240, 50 Eastcastle

Street, W1W 8EA,

London

11,002.15

Chatham Chatham LLP 38 Seymour Street, 338,270.01

LEGAL_EU # 21926027.19

202

London, W1H 7BP

Chelmsford Trustees of the Mineworks

Pension Scheme Ltd

One Curzon Street,

London, W1J 5HD

218,339.24

Chelmsley Wood EPISO 4 Seed s.ar.l. 16 Avenue Pasteur, L-

2310 Luxembourg, Grand

Duchy of Luxembourg

40,395.56

Cheltenham Aviva Life & Pensions Uk

Ltd

Wellington Row, York

YO90 1WR

191,953.53

Cheshunt Brookfield Trustee No1

Ltd & No 2 Ltd

Waterloo House, First

Floor Don Street, St

Helier, Jersey, JE1 1AD

350,743.96

Chester - Eastgate

Street

British Overseas Bank &

WGTC Nominess Ltd

St Martins Court, 10

Paternoster Row,

LONDON, EC4M 7HP

222,898.27

Chesterfield Landmaster Properties Ltd Belvedere, 12 Booth

Street, MANCHESTER,

Greater Manchester, M2

4AW

294,680.54

Chichester Bankuwait Nominees Ltd

& Gravita Holdings Plc

c/o, 7 Baker Street,

London, W1U 8EG

237,255.60

Chippenham D.S. Jersey Chippenham

Ltd

5th Floor, 37 Esplanade,

St Helier, Jersey, JE1 2TR

137,892.51

Chorley Chorley Council Town Hall, Market Street,

Chorley, PR7 1DP

53,363.66

Christchurch Saxon Square

Christchurch Ltd

9 Bonhill Street, London

EC2A 4DJ

57,601.21

Cirencester Cirencester Estates Ltd 43, Portland Road, W11

4LJ, London

20,889.23

Clacton Mr J & Mrs B O'Mahony Ross, Screggan Tullamore,

County Offaly, Republic

of Ireland

60,640.37

Clevedon EMA Textiles Limited 3 Court lodge, 48 Sloane

Square Sloane Square,

SW1W 8AT, London

10,596.94

Cleveleys Tameside Metropolitan

Boro Council of Guardsm

Tony Downes House, 5,

Manchester Road,

Droylsden, M43 6SF,

Manchester

28,477.82

Clydebank Promontoria Holding 136

B.V

Oude Utrechtseweg 32,

3743 KN Baarn,

Netherlands

86,598.83

Coalville Zurich Assurance Ltd The Grang, Bishops

Cleeve, Cheltenham,

Gloucestershire GL5 8XX

20,849.94

Coatbridge Lunar Retail S.ar.l. c/o Lee Baron, 7 Swallow

Place, London W1B 2AG

72,395.00

Colchester Lion Walk Property

S.A.R.L.

Henrietta House,

Hentrietta Place,

LONDON, W1G 0NB

41,243.91

LEGAL_EU # 21926027.19

203

Coleraine Old Coach House

Properties Ltd

72/74 Omagh Road,

Drogmore, Omagh, BT78

3AJ

64,768.94

Colliers Wood Santander (CF Trustee)

Ltd and Santander

C/O, Jones Lang La Salle

40, Bank Street, Canary

Wharf, London, E145RG

125,350.41

Connswater Killultagh Estates Ltd Alfred House, 4th Floor,

19-21 Alfred Street,

Belfast BT2 8ED

89,033.40

Cookstown BAE Systems Pension

Funds Trustees LTD

C/O OLIM PROPERTY

LTD, POLLEN HOUSE

10-12 CORK STREET,

LONDON, W15 3NP

46,808.09

Corby Corby Town Centre S.a.r.l. c/o Savills, 33 Margaret


141,773.04

Cosham Lionsgate Properties (No1)

Ltd & Lionsgate Pr

5 Wigmore Street,

London, W1U 1PB

46,152.54

Coventry - Arena

Park

Pavilion Property Trustees

Ltd

of the Coventry Unit

Trust, 22 Greenville

Street, St Helier, Channel

Islands, JE4 8PX

287,923.11

Coventry -

Cannon Park

ES Coventry Ltd 100 George Street, W1U

8NU, London

10,201.86

Coventry - Lower

Precinct

AEW UK Core Property

Fund

1 Canada Square, London,

E14 5AL

614,733.45

Cowley New River Property Unit

Trust

13 Castle Street, St Helier,

Jersey

37,623.58

Craigavon Central Craigavon Ltd 29 Thomas Street,

Dungannon, County

Tyrone

17,477.11

Craigleith H R W F (Craigleith) Ltd c/o Henderson Global

Investors, 201


EC2M 3AE

195,749.19

Cramlington Arch Commercial

Enterprise Ltd

Ashington Workspace,

Lintonville Parkway,

Ashington,

Northumberland, NE63

9JZ

14,651.43

Crawley Eaglelink Investments

Liminted

Buidling No. 2, Sheffield

Penistone, Barnsley, South

Yorkshire S36 6HH

376,586.72

Crewe Javelin Developments Ltd Casleplus Ltd t/a John D

Wood, 4th Floor, 1

Harewood Place, London,

W1S 1BU

76,320.32

Cribbs Causeway

Mall

Cribbs Mall Nom.(1) Ltd

& Cribbs Mall Nom (2)

Governors House,

Laurence Pountney Hill,

London, EC4R 0HH

1,074,375.14

LEGAL_EU # 21926027.19

204

Crossgates Tore Properties Ltd 4th floor, St Paul's Gate,

22-24 New Street, St

Helier, Jersey, JE14TR

21,584.62

Croydon Whitgift One Ltd &

Whitgift Two Ltd

21 Thomas Street, Bristol

BS1 6JS

423,772.63

Crystal Peaks Britel Fund Trustees Ltd Lloyds Chambers, 1

Portsoken St, London, E1

8HZ

107,139.55

Cumbernauld HAMCAP

(CUMBERNAULD) LLP

The Aurora Building, 120

Bothwell Street, Glasgow

82,159.06

Cwmbran The Prudential Assurance

Company Ltd


EC4R OHH, London

106,452.69

Darlington NewRiver Retail

(Darlington) Ltd

37 Maddox Street,

London, W15 2PP

43,579.08

Dartford Daejan (Dartford) Ltd c/o Freshwater Property

Management, 158-162

Shaftesbury Avenue,

London, WC2H 8HR

46,713.91

Daventry Bowen Square Unit Trust The Linenhall, 32-38

Linenhall Street,

BELFAST, BT2 8BG

24,645.24

Deal Lindsman Properties

(1814) ltd

153-155 London Road,

Hemel Hempstead,

Hertfordshire, HP3 9SQ

24,735.90

Denton -

Crownpoint

Pillar Denton Ltd York House, 45 Seymour


118,082.37

Derby Wilmslow (No 3) General

Partner Ltd

Centre Management Suite,

Westfield Derby Level 3

West Mall, Derby, DE1

2PQ

473,660.54

Derby Mens W (No. 3) GP (Nominee

A) Ltd & W (No. 3) GP (

Ogier House, The

Esplanade, St Helier,

Jersey, JE4 9WG

97,380.79

Devizes Anthony G Saunders 10 Grays Inn Square,

Grays Inn, London, WC1R

5JD

5,383.04

Dewsbury Dewsbury 1 LLP Adam House, 4th Floor,

London, W1T 5HE

22,430.52

Didcot Hammerson (Didcot) Ltd 10 Grosvenor Street,

London, W1K 4BJ

71,918.99

Dingwall Aramis Development Ltd 55 Bryanston Street,

London, W1H 7AA

53,200.76

Doncaster -

Frenchgate

Frenchgate (N1) Ltd &

Frenchgate (N2) Ltd

Unit 22 Frenchgate

Interchange, Doncaster,

South Yorkshire

182,277.87

Doncaster Mens Frenchgate (Nom 1) Ltd &

Frenchgate (Nom 2) L

c/o DMMS Ltd, 3rd Floor,

26/28 Great Portland

Street, W1W 8QT,

London

38,127.82

LEGAL_EU # 21926027.19

205

Dorchester Carey Pension Trustees

UK Ltd

Lakeside House, 1st Floor

Shirwell Crescent, Furzton

Lane, Milton Keyes, MK4

1GA

73,647.07

Dover Mr Kuppusamy

Lakumekaran

c/o Paul Robinson

Solicitors LLP, The Old

Bank 470-474 London

Road, SS0 9LD,

Westcliffe on Sea, Essex

26,281.10

Downpatrick John Miskelly & Helen

Miskelly-Receivership

c/o CBRE, Imperial

House, Donegall Square

East, Belfast BT1 5HD

46,477.03

Droitwich SHP Opportunity Fund 46 Mount Street, Mayfair,

London, W1K 2HH

30,539.84

Dudley Kildrummy (Dudley) Ltd 8, Wigmore Street,

London, W1U 2RD

33,304.76

Dumbarton Mars Real Estate

Investments BV

C/O Jones Lang LaSalle,

PO Box 62442, London,

E14 1HA

43,591.29

Dumfries Ormiston Portfolio Ltd 10, High Street,

Holywood, BT18 9AZ

262,918.43

Dundee -

Overgate

Overgate Nominee Ltd Lime Grove House, Green


JE1 2ST

282,452.67

Dundee - Wellgate St James Place UK Plc C/O Orchard Street

Investment Mgnt LLP, 4

Cork Street, London, W1S

4LG

136,918.63

Dunfermline Crosslands Properties Ltd The Soloist Building, 1

Lanyon Place, Belfast BT1

3LP

300,337.09

Dungannon Morrow Properties Ltd The Studios, 89 Holywood

Road, Belfast BT4 3BD

27,328.83

Dunstable Quadrant SC Propco B.V. c/o Estama (UK) Ltd,

Adam House, 4th Floor,

Fitzroy Square, London

W1T 5HE

25,211.69

Durham RREEF Durham Ltd Belvedere, 12 Booth

Street, MANCHESTER,


4AW

124,554.53

Durham RP CBRE Property PAIF

Nominee Holding Ltd

3rd Floor, One New

Change, London EC4M

9AF

166,261.79

Ealing British Land Company C/O, Smith Young

Partnership The

management Suite, 1 The

Oasis, Meadowhall

Centre, Sheffield, S9 1EP

173,752.25

LEGAL_EU # 21926027.19

206

East Dereham Trustee of Norwich

Consolidated Charities &..

10 Golden Dog Lane,

Norwich, Norfolk

8,239.50

East Grinstead Sainsbury's Supermarkets

Ltd

33 Holborn, London,

EC1N 2HT

45,002.08

East Kilbride Orion IV European 16

S.A.R.L.

11/13 Boulevard, DE LA

Foire, Luxembourg

409,843.68

Eastbourne -

Arndale Centre

Performance Retail

(General Partner & No)

Ltd

One Coleman Street,

London, EC2R 5AA

37,255.61

Eastbourne -

Terminus Road

Shell Pensions Trust Ltd Shell Centre, Greater

London, SE1 7NA

25,769.05

Eastleigh CCPIII Shopping

Eastleigh

C/O Tristan Partners,

Berkeley Square House

Berkeley Square, London,

W1J 6DB

60,500.88

Edgware

Broadwalk


Nominees Ltd & WGTC

Nom

250 Bishopsgate, London

EC2M 4AA

67,228.16

Edinburgh - Fort Gibraltar Nominees Ltd c/o British Land Company

Plc, 45 Seymour Street,

London, W1

174,182.55

Edinburgh -

Princes Mall

(Waverley)

Moolmoor (Waverley)

Limited

Central House, 47 St Pauls

Street, Leeds LS1 2RE

316,700.82

Edinburgh -

Princes Street

LaSalle Investment

Management

Kapitalanlagege

c/o Jones Lang LaSalle,

145 St Vincent Street,

Glasgow, EH1 2AA

1,384,505.04

Edinburgh - The

Gyle

Gyle Shopping Centre

General Partner Ltd

Royal Liver Building,

Liverpool, L3 1PY

639,248.47

Elgin Springfield Retail Park

Elgin Real Estate

5 Rue Jean Monnet, L-

2180, Luxembourg

113,244.77

Ellesmere Port -

Coliseum Retail

Park

The Crown Estate Com on

behalf of Her Majesty

c/o Savills, 12 Booth


4AW

161,441.14

Ely Abbeygate Properties &

Investments Ltd

Abbeygate House, St

Andrew Street South,

Bury St Edmunds, Suffolk,

IP33 3PW

21,186.34

Enfield RREEF Investment GmbH Taunusanlage, 12, 60325,

Frankfurt, Germany

245,731.65

Enniskillen CCP IV Erneside S.a.r.l c/o Savills, 12 Booth


4AW

79,244.17

Epsom Ashley

Centre

Epsom Ashley S.A.R.L. 26-28, rue Eduard

Steichen, L-2540,

Luxembourg

136,232.50

Erdington FINER Ltd San Jeronimo, Bangors

Park, Bangors Rd South,

Iver, Buckinghamshire,

259,467.71

LEGAL_EU # 21926027.19

207

SL0 0AZ

Evesham Corbally Group (Evesham)

Ltd

The Mill, One High Street,

Henley in Arden B95 5AA

26,686.53

Exeter -

Princesshay

HSCF Exeter Ltd

Partnership


EC2M 3BW

329,278.69

Exeter Mens HSCF Exeter Nominee

No. 1 & 2 Ltd


EC2M 3BW

135,281.03

Exmouth PRH Properties Ltd 67 High Street, Cobham,

Woking, Surrey, GU24

8AF

26,058.94

Falkirk LSREF3 Tiger Falkirk

S.ar.l.

Atrium Business Park -

Vitrum, 33 Rue Du Puits

Romain, L - 8070

Bertrange, Luxembourg

77,009.77

Falmouth Stewart & Wight Plc 845 Finchley Road,

London, NW11 8NA

47,317.27

Fareham Madone Ltd Sovereign House, 14-16

Nelson Street, Douglas,

Isle of Man, IM1 2AL

94,209.05

Farnborough Key Investments (Number

One) Ltd

Park Point, 17 High Street,

Longbridge, Birmingham,

B31 2UQ

112,547.74

Felixstowe D & A (2133) Ltd 30 City Road, London,

EC1Y 2AB

40,079.08

Feltham Aviva Life & Pensions Ltd 2 Rougier Street, York,

YO9 1UU

92,814.71

Fleet Absolute Assets Holdings

Ltd

c/o Colliers International,

13 Waring Street, Belfast

BT1 2DX

28,549.79

Folkestone CCP III Folkestone S.a.r.l 16 Avenue Pasteur, L-

2310, Luxembourg

117,565.25

Formby Mccomb Property

Company Ltd

South Springs, St Michael

Road, Aughton, Ormskirk,

L39 6SA

22,537.95

Gainsborough Marshalls Yard Ltd Wentworth House, Maple

Court, Tankersley,

Barnsley, S75 3DP

63,244.28

Galashiels Threadneedle Property

Unit Trust

c/o Workman, 78 Vincent

Street, Glasgow G2 5UB

103,366.28

Gateshead - Team

Valley

Team Valley SARL 2 Rue Albert Borschette,

L-1246, Luxembourg

263,552.68

Gateshead- Metro

Centre

MetroCentre (Nominee

No1 & 2)

40 Broadway, London,

SW1H 0BU

336,704.26

Gillingham Arisal Estates Ltd New Burlington House,

1075 Finchley Road,

London, NW11 0PU

60,648.69

Glasgow -

Buchanan Street

Lujo Properties Ltd Ashfield House, 402

Sauchlehall Street,

Glasgow, G2 3JD

1,120,860.02

LEGAL_EU # 21926027.19

208

Glasgow -

Buchanan Street

Mens

BVK High Street Retail

Buchanan Ltd

47 Esplanade, ST

HELIER, Jersey, JE1 0BD

134,971.85

Glasgow - Fort BNP Paribas Sec Svcs

Trust Co (Jersey) Ltd

RBSI Trust Co as Trustees

for HUT, c/o British Land

York house 45 Seymour

Street, London, W1

215,683.08

Glenrothes Mars Pension Trustees Ltd 3D Dundee Road, Slough,

Berkshire, SL1 4LG

283,794.84

Gloucester Chatham Commercial

Properties Ltd

PO Box 36, 37 Broad


Channel Islands, JE4 9NU

84,107.50

Goole Factcroft Ltd 7 Swallow Place, London,

W1B 2AG

37,153.41

Gorleston EMA Textiles Limited 3 Court Lodge, 48 Sloane

Square, SW1W 8AT,

London

12,800.81

Gosport Peter Salussolia Kristal House, 93,

Christchurch Road, East

Sheen, SW14 7AT,

London

181,551.91

Gravesend Lownie Investments Ltd FIBI Bank Ltd, 24

Creechurch Lane, London,

EC3A 5EH

10,705.86

Great Yarmouth Baymount Overseas Ltd Sovereign House, 14-16

Nelson Street, Isle of Man,

IM1 2AL

329,541.50

Greenford Retail

Park

Royal London (CIS) Ltd 55 Gracechurch Street,

London, EC3V 0RL

119,180.62

Greenock Lunar Greenock S.A.R.L c/o Lee Baron, 7 Swallow

Place, London W1B 2AG

299,590.42

Greenwich Greenwich Shopping Park

Unit Trust

c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

80,541.09

Grimsby Davemount Properties Ltd c/o Stenham, 180 Great

Portland Street, London

W1W 5QZ

173,833.88

Guildford Legal & General

Assurance Society Ltd

One Coleman Street,

London, EC2R 5AA

91,652.16

Halesowen Tansor (Cornbow) Ltd Nelson House, 2 Hamilton

Terrace, CV32 4LY,

Leamington Spa,

Warwickshire

40,450.04

Halifax Trustees of The

Mineworkers

25 SackVille Street,

London, WQ1S 3HQ

116,235.96

Hamilton Maration Ltd Clarence House, 4-10 May


63,445.68

Hammersmith MP Kings Retail S.a.r.l. 40 Avenue Monterey, 142,006.12

LEGAL_EU # 21926027.19

209

Luxembourg, L-2163

Hanley Potteries (Nominees No.

1) Ltd & Potteries ..

c/o Intu, 40 Broadway,

London SW1H 0BT

34,680.67

Hanley Mens Potteries (Nominee No 1

& 2) Ltd


SW1 H0BU

81,780.33

Harlow NewRiver Retail (Portfolio

No.2) Ltd

Rivergate House, 70

Redcliff Street, BRISTOL,

BS1 6AL

139,491.66

Harrogate Coal Pension Properties

Ltd

One Curzon Street,

London, W1J 5HD

33,744.47

Harrow Vinayak Properties Ltd 94, Pinner Road, HA1

4JD, Harrow, Middlesex

167,059.25

Hartlepool Mars Pension Trustees Ltd 3D Dundee Road, Slough,

Berkshire, SL1 4LG

182,900.17

Hastings NewRiver Retail Property

Unit Trust No.5

37 Maddox Street,

London, W1S 2PP

198,997.04

Hatfield Merivale Estates Ltd Suite 4, Fountain House

Church Road, Stanmore,

Middlesex, HA7 4AL

20,161.93

Havant Clark Hill Ltd Copped Hall Estate,

Epping, Essex, CM16 5HT

33,223.49

Haverfordwest CERES Estates Ltd 105 - 107 Bath Road,

Cheltenham, Glos, GL53

7LE

6,760.94

Hemel Hempstead Marlowes Hemel Ltd 52 Grosvenor Gardens,

SW1 OAU, London

367,577.14

Hempstead Valley British Airway Pension

Trustees Ltd & BS Pens

Whitlocke House, 2-4

Lampton Road, Hounslow,

Middlesex TW3 1HU

101,598.07

Hereford Finnery Acquisitions I

S.a.r.l.

c/o Colliers, 50 George

Street, London W1U 7GA

557,253.22

Herne Bay Kent Kraft 27 Banckside, Hartley,

Longfield, Kent, DA3

7RD

7,057.85

Hertford Diageo Pension Trust Ltd Belvedere, 12 Booth

Street, Manchester,


4AW

27,567.52

High Wycombe Mourant Property Trustees c/o Savills, 25 Finsbury

Circus, London EC2M

7EE

232,918.11

Hinckley Panther Hinckley (VAT)

Ltd

Unicorn House, Station

Close, Potters Bar, EN6

1TL

25,933.28

Hitchin Sainsburys Supermarkets

Ltd

33 Holborn, London,

EC1N 2HT

41,594.37

Hoddesdon Council of the Borough of

Broxbourne

Borough Office, Bishops

College Churchgate,

Cheshunt, Waltham Cross,

25,268.20

LEGAL_EU # 21926027.19

210

Hertfordshire, EN8 9XE

Holloway Cranfield Investments Ltd 13 Peel Road, Douglas,

Isle Of Man

33,172.54

Holyhead Threadneedle UK Property

Trust

c/o Threadneedle Property

Investments, PO Box


72,531.57

Horsham Aviva Life and Pensions

UK Ltd

Wellington Row, York

YO90 1WR

44,800.06

Hounslow Mens AG Quidnet Hounslow

BV

919 Prinsengracht,

1017KD, Amsterdam,

Netherlands

64,802.22

Hounslow Treaty A G Quidnet Hounslow

BV

c/o Berwin Leighton

Paisner LLP, Adelaide

House, London Bridge,

London, EC4R 9HA

190,379.67

Huddersfield WD Kingsgate Ltd 1st Floor, 9-10 Staple Inn,

Holborn, London, WC1V

7QH

104,838.16

Hull - Northpoint Wildmoor (Hull) Ltd 10 Furnival Street,

London, EC4A 1YH

30,345.48

Hull - St Stephens St.Stephens Shopping

Centre Ltd



147,882.85

Hull -

Whitefriargate

Leto Ltd 13-14 Esplanade, St

Helier, Jersey, JE1 1BD

255,245.16

Huntingdon D & A (2072) Ltd & D &

A (2073) Ltd

c/o Radcliffes, 55 South

Audley Street, Mayfair,

London, W1K 2QH

53,533.66

Huyton Cavendish Walk Ltd

Acting by DJ Newall &

RN P

Cavendish Walk, Huyton,

Liverpool

75,874.50

Ilford Exchange C&R Ilford Ltd

Partnership

52 Grosvenor Gardens,

SW1 OAU, London

185,230.84

Ilkeston Rugby Property Assets Ltd Unit 12, Davy Court

Castle Mound Way, CV23

0UZ, Rugby

19,865.03

Inverness -

Eastgate

Eastgate Unit Trust PO Box 83, Ordnance

House 31 Pier Road, St

Helier, Jersey, JE4 8PW

21,999.23

Inverness - Retail

Park

BNP Paribas Sec Svcs

Trust Co (Jersey)

RBSI Trust Co as Trustees

for HUT, c/o British Land

York House 45 Seymour

Street, London, W1

153,033.99

Inverurie Cadder Investments c/o Nevis Capital LLP,

177 West George Street,

Glasgow, G2 2LB

36,752.43

Ipswich

Buttermarket

Stargas Nominees Ltd and

Beegas Nominees Ltd

1-3, Strand, WC2N 5EH,

London

148,939.20

Irvine Rivergate Property 2 Ltd 13-14 Esplanade, St


82,393.51

LEGAL_EU # 21926027.19

211

Jarrow Zurich Assurance Ltd UK Life Centre, Station

Road, Swindon, Wiltshire,

SN1 1EL

56,311.35

Keighley Seablue Ltd First Floor 18-20 North

Quay, IM1 4LE, Douglas,

Isle of Man

114,859.56

Kendal Eric Wright Group Sceptre House, Sceptre

Way, Bamber Bridge,

Preston, PR5 6AW

37,839.00

Kettering Factcroft Ltd 7 Swallow Place, London,

W1B 2AG

32,071.43

Keynsham Tilling Purnell Ltd 46 Brockridge Lane,

Frampton, Cotterell,

Bristol, BS36 2HU

27,725.27

Kidderminster Henderson UK Retail

Warehouse Fund

C/O Henderson Global

Investors, 201


EC2M 3AE

46,381.86

Kilmarnock New River Retails

Property Trust

37 Maddox Street,

London, W1S 2PP

172,011.93

Kings Heath Techcut Ltd 14, Clarence Road,

Sparkhill, B11 3LE,

Birmingham

60,941.18

Kings Lynn 2778 (Vancouver Centre)

Nominee No.1 Ltd &...

c/o London & Associated

Management Services Ltd,

24 Bruton Place, London

W1J 6NE

96,827.76

Kingston Aviva Life & Pensions Ltd 2 Rougier Street, York,

YO90 1UU

210,991.45

Kingston Mens Aviva Life & Pensions UK

Ltd

2 Rougier Street York,

YO90 1UU

59,862.19

Kingswood Draco Kings Chase Ltd C/O Hartnell Taylor Cook,

18 Canynge Road, Lifton,

Bristol, BS8 3JX

13,073.51

Kirkby St. Modwen

Developments (Kirkby 2)

Ltd

Park Point, 17 High Street,

Longbridge, Birmingham,

B31 2UQ

32,655.74

Kirkcaldy Magell Ltd 59 Ballycowan Road,

Ballymena, Co Antrim

BT42 3DW

350,622.29

Kirkintilloch Easton Property Ltd 2, Newfield Drive,

Dundonald, Ayshire, KA2

9EW

39,789.69

Lakeside Intu Lakeside Ltd 40 Broadway, London,

SW1H 0BU

590,613.36

Lancaster Elston Holdings Ltd c/o Munroe K Asset

Management, 14 Floral


9DH

285,820.23

LEGAL_EU # 21926027.19

212

Larne MOF III NI (GP) Ltd Mansford Real Estate

LLP, 15 Bury Lane,

London, SW3 6QD

35,644.17

Launceston Metric Property Finance 2

Ltd

1 Curzon Street, London,

W1J 5HD

94,161.73

Leamington Spa Coal Pension Properties

Ltd

1 Curzon Street, London,

W1J 5HD

101,387.04

Leamington Spa -

Retail Park

Ignis UK Property Fund c/o Savills, 33 Margaret


134,476.19

Leeds - Crown

Point


& The Crown Estate

8 Central Avenue, St

Andrews Business Park,

Norwich

196,276.09

Leeds - Headrow Sackville UKPEC1

Leeds(GP) Ltd

Cannon Place, 78 Cannon

Street, London, EC4N

6AG

98,917.45

Leeds - Trinity

Quarter

Land Securities Trinity

Ltd

5 Strand, London, WC2N

5AF

267,675.32

Leeds - White

Rose

Ravenseft Properties Ltd 5 Strand, London, WC2N

5AF

316,963.00

Leek Conn Securities Ltd 845 Finchley Road,

London, NW118NA

34,558.27

Leicester -

Haymarket

Longacre Leicester Ltd 11th Floor, Two Snowhill,

Birmingham, West

Midlands, B4 6WR

118,695.02

Leicester -

Highcross

Highcross Ltd Partnership c/o Hammersons, 10,

Grosvenor Street, London,

W1K 4BJ

731,771.93

Leicester Fosse

Park

Wexford Retail LP 16 New Burlington Place,

London, W1S 2HX

395,434.72

Leigh Fitweb Ltd 268 Bath Road, Slough,

SL1 4DX

7,126.42

Leigh Park Havant Assets Ltd &

Havant Assets (no.2) Ltd

5th Floor Maybrook

House, 40 Blackfriars

Street, Manchester, M3

2EG

13,635.25

Leighton Buzzard CPI Waterbourne Walk 2

Limited

5th Floor, 37 Esplanade,

JE1 2TR, St Helier, Jersey

36,453.41

Letchworth Valad European

Diversified Fund Ltd

1st Floor, Unit 15 Manor

Court Business Park,

Scarborough YO11 3TU

46,590.32

Leven Jetwatch Ltd 68-70 George Street,

Edinburgh, EH2 2LT

58,088.42

Lewes Lewes District Council Southover House,

Southover Road, BN7

1AB, Lewes

20,555.34

Lewisham LS Lewisham Ltd 5 Strand, LONDON,

WC2N 5AF

61,097.24

Lichfield Lichfield District Council District Council House,

Frog Lane, Lichfield,

39,499.06

LEGAL_EU # 21926027.19

213

Staffs, WS13 6YY

Lincoln -

Waterside

Tesco Pension Trustees

Ltd

Tesco House, Shire park,

Kestrel Way, Welwyn

Garden City AL7 1GA

354,350.49

Lisburn Donegall Place

Investments Ltd

Aisling House, 50,

Stanmillis Embankment,

BT9 5FL, Belfast

81,662.15

Littlehampton Burrows Investments Ltd Danny House, New Way

Lane, BN6 9BB, Hassocks

14,697.04

Liverpool - ONE Grosvenor Liverpool Fund 70 Grosvenor Street,

London W1K 3JP

855,591.34

Liverpool -

Williamson

Square

Infrared Uk Retail

Nominee 1&2 Ltd

12, Charles Street,

London, SW1Y 4QU

149,542.38

Livingston Livingston Centre Ltd c/o Savills, 163 West

George Street,

GLASGOW, G2 B2JJ

59,869.42

Llandudno Llandudno Retail Park Ltd Welton Grange, Welton,

Brough, Humberside

204,804.76

Llanelli - Retail

Park


Nominees Ltd & WGTC


EC2M 4AA

151,584.44

Llantrisant Talbot Green Shopping

Park UT

Belvedere, 12 Booth

Street, MANCHESTER,

M2 4AW

210,612.36

London -

Brunswick

Lazari Investments Ltd Greater London House,

Hampstead Road, London,

NW1 7QX

312,429.97

London -

Gracechurch St

20 Gracechurch Unit Trust c/o Neil McLeod, c/o

Aviva Investors Global

Services Ltd 1, Poulty,

London, EC2R 8EJ

71,834.75

London - High

Holborn

Tribjun Corporation Wistons Lane, West

yorkshire, HX5 9VS

119,492.07

London - Marble

Arch

Kinloss Property Ltd C/O

Rawlinson & Hunter

Woodbourne Hall, PO

Box 3162 Road Town,

Tortola, Brit Virgin

Islands

69,762.72

London -

Moorhouse

Deka Europa 163 West George Street,

GLASGOW, G2 2JJ

228,957.51

London - Oxford

Circus

Pontegadea UK Ltd 1st Floor West End House,

11 Hills Place, London,

W1F 7SR

1,869,883.40

London Colney Legal & General

Assurance Society Ltd

One Coleman Street,

London, EC2R 5AA

255,543.40

Londonderry Vixcroft (LondonDerry)

Ltd

Sovereign House, 14-16



76,200.18

Long Eaton Jayson Commercial

Enterprises Ltd

21 High Street, Long

Eaton, Notts, NG10 1HY

16,565.68

LEGAL_EU # 21926027.19

214

Longwell Green Ropemaker Properties Ltd BP Investment

Management Ltd, 20

Canada Square, Canary

Wharf, London, E14 5NJ

244,375.78

Loughborough Carillon Properties Ltd 7 Praed Street, London,

W2 1NJ

109,748.63

Loughton SERPUT Schroders

Emerging Retail Property

Uni

St Helier, JE4 PWB 65,870.02

Louth Rodi Property Company

Ltd

17 Victoria Avenue,

Woodhall Spa, LN10 6TY

10,990.65

Lowestoft Porter Channing

Investments Ltd

Highfield House, Manor

Wood Gate Lower

Shiplake, Henley on

Thames, RG9 3B7

66,829.46

Luton Mall Nominee Three Ltd

& Four Ltd

22 Chapter Street, London

SW1P 4NP

213,845.08

Lymington R Miller, B Rogers Linnhay Farm, Horsgate

Lane Cuckfield, Haywords

Heath

30,209.74

Macclesfield M7 Real Estate Investment

Partners V Propco

1st Floor, Waterloo House

Don Street, St Helier,

Jersey, JE1 1AD

11,114.12

Maesteg Simat Retirement Benefit

Scheme

84a Broadway, CF71 7EY,

Cowbridge, Vale of

Glamorgan

10,931.76

Magherafelt EML Meadowlane Ltd 17-19 Dungannon Road,

Cookstown, Co Tyrone

BT80 8TL

70,261.78

Maidenhead AXA UK Pension

Trustees Ltd

8th Floor, 155


EC2M 3XJ

19,267.66

Maidstone Boots The Chemists Ltd D90 East S11, 1 Thane

Road West, Nottingham,

NG90 1BS

224,776.04

Maidstone Mens British Overseas Bank

Nominees Ltd & WGTC


EC2M 3UR

73,388.58

Malvern - Retail

Park

CPG Investors LLP c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

178,109.48

Manchester -

Arndale

Manchester Nominee (1)

Ltd & Manch.....

Governors House,


London, EC4R 0HH

561,927.97

Manchester -

Trafford Centre

The Trafford Centre Ltd 40 Broadway, London,

SW1H 0BU

747,140.39

Manchester Fort Manchester Fort Shopping

Park Nominee 1 Limit

9th Floor, 201

Bishopsgate, Bishopsgate,

EC2M 3BN

212,322.63

LEGAL_EU # 21926027.19

215

Manchester

Market St

Prudential UK Real Est

Nominee 1 & 2


EC4R OHH, London

160,211.53

Mansfield Fairacre UK Retail

Properties (M&H) Ltd

Clearwater House, 2nd

Floor 4-7 Manchester

Street, London, W1U 3AE

282,064.66

Market

Harborough

Andrew & Ashwell 53 London Road,

Leicester, LE2 0PD

55,769.75

Meadowhall Meadowhall Nominee 1

Ltd & Meadowhall .....


Street, London W1H 7LX

645,111.51

Merry Hill MH (No.1) Ltd

Partnership


London SW1H 0BT

238,721.49

Merry Hill Mens MH (No.1) Nom. A Ltd

and MH (No.1) Nom. B

Ltd


London SW1H 0BT

77,226.40

Merthyr Tydfil Rockspring Hanover

Property Unit Trust

c/o Rockspring Prop Inv

Man Ltd, 166 Sloane

Street, London, SW1X

9QF

42,909.30

Merthyr Tydfil -

Retail Park

Hammerson (Merthyr) Ltd 4th Floor, Minton Place,

Station Road, SWINDON,

SN1 1DA

177,418.76

Metro Mens Metrocentre (Nominee

No.1 & 2) Ltd


SW1H0BU

106,233.78

Middlesbrough -

Cleveland Centre

Middlesbrough Shopping

Centre Ltd

c/o Eddisons, 31st Floor,

40 Bank Street, London,

E14 5NR

527,113.46

Milton Keynes Intu Milton Keynes Ltd 40 Broadway, London,

SW1H 0BU

573,873.59

Milton Keynes -

MK1RP

Her Majesty The Queen c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

135,148.08

Mold Wesleyan Assurance

Society

Colmore Circus,

Bimringham, B4 6AR

19,216.67

Monmouth Five Springs Property LTd Kwetu, School Lane The

Narth, MP25 4QN,

Monmouth

13,419.17

Montrose Scottish Midland

Cooperative Society Ltd

Hillwood House, 2

Harvest Drive, Newbridge,

Edinburgh, EH28 8QJ

63,098.19

Morpeth Morpeth II Ltd Wentworth House, Maple

Court, Tankersley,

Barnsley, South

Yorkshire, S75 4DP

143,364.01

Motherwell Clifftop Estates Ltd Heaton House, 148 Bury

Old Road, Manchester,

M7 4SE

36,936.42

Nailsea Volaw Corporate Trustee

Ltd & Volaw Trust....

Templar House, Don

Road, St Helier, Jersey,

10,314.78

LEGAL_EU # 21926027.19

216

JE1 2TR

Neath EMA Textiles Limited 3 Court Lodge, 48 Sloane

Square, SW1W 8AT,

London

16,031.81

New Milton J Davies/Smith Bradbeer

& co Ltd

14/20 Bell Street, S051

8ZE, Romsey

15,772.14

Newark Riverland (Newark) Ltd 2nd Floor, 105 Wigmore

Street, London, W1U 1QY

19,881.88

Newbury -

Parkway

Standard Life Assurances

Ltd

Standard Life House, 30

Lothian Road, Edinburgh,

EH1 2DH

204,182.62

Newbury - Retail

Park

F&C Commercial Property

Holdings Ltd

Trafalgar Court, Les

Banques, St Peter Port,

Guernsey, GY1 3QL

139,522.60

Newcastle-Under-

Lyme

Atmore Developments Ltd St John's House, 2 Queen

Square, Liverpool, L1

1RH

105,477.38

Newcastle-Upon-

Tyne

Intu Eldon Square Ltd 40 Broadway, London,

SW1H 0BU

643,619.74

Newmarket Quy Properties Ltd 6-8 Hills Road,

Cambridge, CB2 1NH

24,985.71

Newport - Retail

Park

Stadium (Newport) Ltd Welton Grange, Welton,

Brough, Humberside

225,022.29

Newport Friars

Walk

Talisker Corporation 145 Adelaide Street West,

Suite 500, Toronto,

Ontario, M5H 4E5

280,830.06

Newport I.O.W Amberside Investments

Ltd

Fort Anne Douglas, Isle of

Man, IM1 5PD

147,164.28

Newport Mens Talisker Corporation c/o Jones Lang LaSalle, 31

Great George Street,

Bristol BS1 5QD

59,472.76

Newquay Ceres Estates Ltd 105-107 Bath Road,

Cheltenham, Glos., GL53

7LE

25,753.23

Newton Abbot Teignbridge District

Council

Forde House, Brunel

Road, Newton Abbot,

Devon, TQ12 4XX

80,846.65

Newton Mearns NewRiver Trustee 13 LTD

&NewRiver Trustees 14

13 Castle Street, St Helier,

Jersey, JE4 5UT

48,870.06

Newtown Threadneedle Pensions Ltd c/o Threadneedle Property



24,759.76

Newtownabbey Newriver Trustee 11 Ltd

& Newriver Trustee 12

Ltd

c/o Lambert Smith

Hampton, Clarence House,


BT1 4NJ

60,256.80

North Shields Beacon Retail LLP In

Administration

c/o, Zolfo Cooper

Camerstone, 107 West

Regent Street, Glasgow,

18,968.44

LEGAL_EU # 21926027.19

217

G2 2BA

North Shields -

Silverlink

The Crown Estate

Commissioners

16 Nrew Burlington Place,

London, W1S 2HX

217,562.82

Northallerton Christopher George Cooke

and Susan Gail Cooke

c/o Manor Properties,

Adel Mill Farm, Eccup

Lane, Leeds LS16 8AH

17,291.43

Northampton Northampton Shopping

Centre Ltd Partnership

PO Box 2534, 40 Berkeley

Square, BRISTOL, BS8

9AQ

419,068.08

Northfield Mars Pension Trustees Ltd 3D Dundee Road, Slough,

Berkshire, SL1 4LG

19,591.55

Northwich HMG Investments Ltd St Johns House,

Barrington Road,

Altrincham, Cheshire,

WA14 1TJ

15,335.32

Norwich - Castle

Mall

Infrared UK Retail 2 12 Charles II Street,

London, SW1Y 4QU

174,224.91

Norwich - St

Stephens

Mourant & Co Trustees

Ltd & Mourant Property

c/o Savills, 20 Grosvenor

Hill, London, W1K 3HQ

384,889.80

Nottingham -

Listergate

Kames Property Income

Fund

25 Finsbury Circus,

London EC2M 7EE

980,111.82

Nottingham -

Thurland Street

Truelove Pension Fund c/o Premier City Lets, 4a

Eastgate, Lincoln LN2

1QB

231,458.16

Nottingham Mens VCP Nominees No 1 Ltd

& VCP Nominees No. 2 Lt


SW1H 0BU

134,140.75

Nuneaton Nuneaton Shopping Centre

S.A.R.L

20 Rue de la Poste, L-

2346, Luxembourg

120,255.07

Oban John Smith & Company

(Edinburgh) Ltd

25 Alva Street, Edinburgh,

EH2 4PS

55,379.68

Ocean Terminal Ocean Terminal Ltd 14 Atholl Crescent,

Edinburgh EH3 8HA

76,458.43

Omagh CCP IV Omagh S.a.r.L C/O, DTZ McCombe

Pierce 5 Oxford Street,

Belfast, BT1 3LA

62,692.84

Ormskirk P Holmes Properties Ltd Leigh House, St Pauls St,

Leeds, LS1 2JT

32,266.87

Orpington Rockspring UK Value 2

Orpington (Jersey) Ltd

1 Waverley Place, Union

Street, St Helier, Jersey

13,857.98

Oswestry Cosmic Securities Ltd 845 Finchley Road,

London, NW11 8NA

15,154.76

Oxford Westgate WEstgate Alliance

Nominee No1 Ltd &

Westgate


London SW1E 5JL

363,290.55

Paignton Cabot Investments Ltd c/o Pearl & Coutts Ltd, 9

White Lion Street,

London, N1 9PD

21,361.54

Paisley NewRiver Retail Ltd 28 Brook Street, London,

W1K 5DH

62,937.31

LEGAL_EU # 21926027.19

218

Penzance Leopard Guernsey RSC

Witham Penzance Propco

c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

162,726.24

Perth Eight Investment Ltd 78, Portsmouth Road,

KT11 1AN, Cobham,

Surrey

183,908.38

Peterbrough

Bridge Street

Picton (UK) Reit (SPV

No.2) Ltd

P.O. Box 255, Trafalgar

Court, Les Banques,

Guernsey, GY1 3QL

205,992.35

Peterbrough

Queensgate

IREEF Queensgate

Peterborough PropCo


Place, St Crispins Road,

Norwich NR3 1YF

322,687.80

Peterbrough-

Serpentine

Tesco Stores Ltd & Tesco

Property Holding Ltd

Tesco House, Delamare

Road, Cheshunt, Waltham

Cross, Hertfordshire, EN8

9SL

100,179.95

Peterhead W.R. Morgan Enterprises

LTD/Parks of Hamilton

Downview House, 440

Shore Road,

Newtownabbey, BT37

9RU

17,647.72

Peterlee Salford Estates (No.2) Ltd c/o Praxis, 1st Floor The

Chambers, 13 Police


7LQ

69,823.33

Petersfield British Overseas Bank

Nominees Ltd & WGTC

Nom

c/o Prupim, 55 Basinghall

Street, London, EC2V

5DU

24,285.70

Plymouth Drake Circus Ltd

Partnership

c/o Munroe K Asset

Management, 14 Floral


9DH

446,714.74

Pontefract D&A (2061 & 2062) Ltd 55 South Audley Street,

Mayfair, LONDON, W1K

2QH

35,734.04

Pontypool Grindmere Ltd 10 Wyndham Place,

London W1H 2PU

82,560.63

Pontypridd Gort Properties Ltd 1st & 2nd Floor, Elizabeth

House, Les Ruettes

Brayes, GY1 1EW, St

Peter Port, Guernsey

12,299.45

Poole Temp Legal & General

Assurance (Pensions

Mgmt) Ltd

One Coleman Street,

London, EC2R 5AA

15,222.47

Port Talbot Aberafan SC Propco B.V. c/o Estama (UK) Ltd,

Adam House, 4th Floor,

Fitzroy Square, London

W1T 5HE

75,511.96

Porth Southgate Commercial Brynllici, Pennorth, 8,206.63

LEGAL_EU # 21926027.19

219

(Porth) Ltd Brecon, Wales LD3 7PQ

Porthcawl R J Berry & A Hoy Hayward House,

Drumfries Place, Cardiff,

CF10 3GA

7,771.43

Portishead Rowe & Co Cornwall

(Properties) Ltd (1)

c/o Alder King LLP,

Pembroke House, 15

Pembroke Road, Bristol

BS8 3BA

89,465.94

Portsmouth Prinhold 7 Ltd 13, West Heath Road,

NW3 7UU, London

182,455.94

Portsmouth Mens Cascades Shopping Centre

Nom. No1 & No2 Ltd

7th Floor, Exchange

House, 12 Exchange

Square, London EC2A

2NY

62,502.54

Portswood Rockstone Securities Ltd 82a Bedford Place,

Southampton, SO15 2BX

17,881.83

Prestatyn EPIC (No. 2) Ltd Level 13 Broadgate

Tower, 20 Primrose Street,

EC2A 2EW, London

77,695.62

Preston -

Deepdale

Deepdale Co-Ownership

Trust

Belvedere, 12 Booth

Street, MANCHESTER,


4AW

234,846.71

Preston - St

Georges

IRAF UK Dragon

Nominee 1 Ltd & Ltd 2

12 Charels Ii Street,

London SW1Y 4QU

412,167.04

Ramsgate Ramsgate Estates Ltd 1 Allanadale Court,

Waterpark Road, Salford

M7 4JN

108,231.87

Rayleigh D&A (2119) Ltd c/o Ratcliffes, 55 South

Audley Street, Mayfair,

London, W1K 2QH

10,248.56

Reading - Broad

Street

Inception (Reading) S.a.r.l c/o Moorgarth Property

Management Ltd, Central

House, 47 St Pauls Street,

Leeds LS1 2TE

87,803.12

Reading - Oracle Oracle Nominees (No1 &

No2) Ltd


London, W1K 4BJ

168,790.01

Reading Oracle

Mens

Oracle Nominees (No1 &

No2) Ltd


London, W1K 4BJ

141,215.09

Redcar Promontoria Holding 135

B.V.

Oude Utrechtseweg, 32

Baarn, Utrecht 3743 KN,

Netherlands

27,282.44

Redditch The Kingfisher Partnership Walford House, Kingsiher

Shopping Centre,

Redditch, Worcestershire,

B97 4HJ

169,208.47

Redhill Belfry Redhill Unit Trust Clarence House, 4-10 May


122,939.57

Retford Mr R N Smith, Mrs M A Third floor, 126 / 134 29,373.87

LEGAL_EU # 21926027.19

220

Smith and Mr B Tach Baker Street, London,

W1U 6EU

Rhyl Killultagh Estates Ltd The Linenhall, 7th Floor,

32-38 Linenhall Street,

Belfast, Northern Ireland,

BT2 8BG

10,969.05

Rochdale Bar 1.0 Ltd Universal Square,

Building 2 3rd Floor,

Devonshire Street North,

M12 6JH, Manchester

35,493.73

Romford Liberty Liberty Centre (T No.1)

Ltd and (T No. 2) Ltd


London, W1K 4BJ

308,713.08

Romford Mens Liberty Centre (Trustee

No.1 & 2) Ltd

47 Esplanade, St Helier,

Jersey, JE1 0BD

92,478.11

Romsey Fairhood Properties Ltd 1 College Hill, London,

EC4R 2RA

17,043.39

Rotherham -

Retail Park

Intertrust Trustees Ltd &

Spread Trustee

35 Great St. Helens,

London EC3A 6APO

226,736.36

Rugby CT Properties Ltd Third Floor, La Plaiderie

Chambers La Plaiderie, St

Peter Port, Guernsey, G1

1WG

123,443.27

Rugby RP Hammerson (Rugby) Ltd 10 Grosvenor Street,

London, W1K 4BJ

117,485.67

Rugeley Hasan Ergisi 181 South Lodge Drive,

London, N14 4XJ

33,594.65

Runcorn Halton

Lea

Runcorn One Ltd c/o Savills, 33 Margaret


49,024.11

Rushden Lakes

RP

Shoemaker GP Ltd 1 St James Market,

London SW1Y 4AH

144,608.21

Ryde - I.O.W Steven David Cope &

Victoria Esther Cope

Kellet Trading Estate, 2

New Hall Avenue, Salford

M7 4JU

21,941.35

Saffron Walden Monument Group Ltd The Maids Head, 110

High Street, Stalham,

Norfolk, NR12 9AU

22,189.95

Sale Maloneview (Sale) Ltd c/o BTW Shiells, 4 - 10

May Street, Belfast

63,473.08

Salisbury Threadneedle Property

Unit Trust

c/o GBR Phoenix Beard,

The Exchange, 19

Newhall Street,

Birmingham B3 3PJ

321,514.18

Saltcoats Kilpatrick Property Group

Ltd

Strathearn House, 211

Hope Street, Glasgow, G2

2UW

34,177.42

Scarborough British Overseas Bank

Nominess Ltd & WGTC

Nom


EC2M 4AA

85,981.02

Scunthorpe Zurich Assurance Ltd c/o Threadneedle Property 26,736.94

LEGAL_EU # 21926027.19

221

Investments, PO Box

3550, Swindon, Wiltshire,

SN3 9AP

Selby David Alan Bartlett &

Sarah Mary Bartlett

Lion House, 74 St Mary's

Avenue, Salisbury, SP1

3DW

13,433.03

Sheerness Oakdene Newton Ltd Luckhurst, East Sutton

Road East Sutton,

Maidstone, ME17 3DT

30,074.04

Sheffield Hampshire County

Council

Pacific House, 70

Wellington Street,

GLASGOW, G2 6UA

159,671.66

Shepton Mallet Aviva Life & Pensions UK

Ltd

c/o Jones Lang LaSalle, 8

Central Avenue, St


Norwich, NR7 0HR

84,617.46

Shirley Rockstone Securities Ltd 82a Bedford Place,

Southampton, SO15 2BX

27,297.23

Shrewsbury Pride Hill Retail Unit

Trust

c/o Dominion Corporate

Trustees, 47 Esplanade, St

Helier, Jersey

72,107.14

Shrewsbury Mens Charles Darwin Retail

Unit Trustee No. 1 Ltd

and Charles Darwin Retail

Unit Trustee, No. 2 Ltd 47


Jersey, JE1 0BD

62,045.96

Sidmouth Strathdon Property

Investments

Chilterns Boughmore

Road, Sidmouth, EX10

8SJ

10,901.21

Silverburn -

Pollock

Retail Property Holdings

Ltd


London SW1E 5JL

405,618.12

Sittingbourne Tesco Stores Ltd PO Box 400 Cirrus

Building, Shire Park,

Welwyn Garden City,

Herts, AL7 1AB

42,679.42

Skegness Starmount Etonband & Mr

& Mrs P Grossmith-Dwe

Delta Court, Unit 3 Manor

Way, BOREHAMWOOD,

HERTFORDSHIRE, WD6

1FJ

22,913.27

Skelmersdale Concourse Skelmersdale

Ltd and SCC Properties




38,489.44

Skipton MB HR DG Conn & ND

Weisz

845 Finchley Road,

London, NW11 8NA

20,040.28

Slough - Bath

Road Retail Park


Insurance Society

55 Gracechurch Street,

London, EC3V 0RL

260,954.25

Solihull I M Properties (Mell

Square) LLP

I M House, South Drive,

Coleshill, B46 1DF

551,047.95

South Shields Retail Plus General

Partner/Retail Plus Nomin

c/o Rockspring PIM LLP,

166 Sloane Street,

31,254.20

LEGAL_EU # 21926027.19

222

London, 9QF

Southampton WestQuay Shopping

Centre Ltd


London, W1K 4BJ

666,345.32

Southend National Grid UK Pension

Scheme

1-3 The Strand, London

Wc2N 5EH

251,211.59

Southport K/S Harbo-Southport c/o Danish UK Property

Management Ltd, 14 Cork

Street, London W1S 3NS

147,866.62

Southsea SERPUT Schroder

Emerging Retail Property

Unit

St Helier, JE4 PWB 39,614.68

Spalding Ticketgrane Ltd c/o Roger Etchells & Co

Ltd, the Old Bank,

Kilwardby Street, Ashby

De La Zouch LE65 2FR

10,027.83

Speke - Retail

Park

Speke Unit Trust c/o Broadgate Estates Ltd,



214,895.61

St Albans St Albans (Maltings 4) Ltd 117 George Street,

London, W1H 7HF

70,610.05

St Andrews Braidwood Properties 1-3 Sandgate, Berwick

upon Tweed TD15 1EW

28,077.74

St Annes Ruart Limited 68 Grafton Way, W1T

5DS, London

21,681.30

St Austell White River

Developments Ltd

8th Floor Berkley Square

House, Berkeley Square,

London W1J 6DB

210,309.49

St Helens M.R.C. Pension Trust Ltd 2nd floor, David Phillips

Building, Polaris House,

North Star A venile,

Swindom, Wiltshire, SN2

1FL

87,588.10

St Ives Gibson Developments Ltd 341 Hills Roads,

Cambridge, CB2 0QT

13,453.30

St Neots McCaul Investments Ltd 39 Malone Road, Belfast,

BT9 6RX

44,658.92

Stafford - Retail

Park

Hercules Unit Trust c/o Broadgate Estates Ltd,



56,962.06

Stafford Riverside LXB RP (Stafford) Ltd Ogier House, The


Jersey , JE4 9WG

159,065.37

Staines Clerical Medical

Investment Grp Ltd ...

33 Old Broad Street,

London, EC2N 1HZ

185,392.55

Stamford Grangehall Estates Ltd 115 Craven Park Road,

London, N15 6BL

118,664.04

Stevenage Threadneedle UK Property

Trust

60 St Mary Axe, London,

EC3A 8JQ

401,291.61

Stirling Wanderslore Pension Third Floor, 9 White Lion 413,961.12

LEGAL_EU # 21926027.19

223

Scheme Street, London, N1 9PD

Stockport -

Merseyway

Stockport Metropolitan

Borough Council

Town Hall, Edward Street,

SK1 3XE, Stockport

10,966.39

Stockport - Peel

Centre

Peel Land & Property

Investment Ltd

Peel Lane, Trafford

Centre, Manchester, M17

8PL

182,318.72

Stockton-on-Tees Lunar Stockton S.A.R.L c/o GVA (PMA321), PO

Box 8790, Birmingham

B1 2JJ

204,738.17

Stoke - Festival

Retail Park


Company Ltd


EC4R OHH, London

152,885.63

Strabane MOF III NI (GP) Ltd 15 Bury Lane, London,

SW36QD

49,462.30

Stranraer Stranraer Assets Ltd 5th Floor, Maybrook

House, 40 Blackfriars


2EG

16,457.05

Stratford - North

Mall

FREP 3 (Stratford) Ltd GVA, 65 Gresham Street,

EC2V 7NQ, London

160,322.64

Stratford -

Westfield

Stratford City

Developments Ltd

6th Floor, Mid City Place,

71 High Holborn, London,

WC1V 6EA

754,908.20

Stratford Upon

Avon -Bridge

Street

Eput Property Trust

Nominees Ltd

c/o Mason Phillips, 4th

Floor Langham House,

302-308 Regent Street,

London W1B 3AT

92,524.57

Stratford Upon

Avon RP

HSBC Bank PLC (as Trustees of Hermes

Property Unit Tr), c/o

Lloyds Chambers 1

Portsoken St, London, E1

8HZ

204,738.50

Streatham Governside: Ltd 19-21 Circular Road,

Douglas, Isle of Man, IM1

1AF

48,714.42

Street Manor Farm Commercial

Property Ltd

Manor Farm, Shorncote,

GL7 6DE, Cirencester,

Gloucestershire

17,059.82

Stroud Streetlands Ltd 2 Mount Street,

Manchester M2 5WQ

43,286.17

Sudbury Taris Real Estate Europe 1

LLP

44 Welbeck Street,

London, W1G 8DY

47,996.93

Sunderland Pavilion Property Trustees

Ltd

47 Esplanade, St Helier,

Jersey, JE1 0BD

51,442.93

Surrey Quays BLCW Holdings Limited York House, 45 Seymour

Street, LONDON, W1H

7LX

57,420.58

Sutton Pavilion Property Trustees

Ltd

47 The Esplanade, St

Helier, Jersey

267,404.33

Sutton Coldfield British Overseas Bank 250 Bishopsgate, London 180,206.37

LEGAL_EU # 21926027.19

224

Nominees Ltd & WTGC

Nom

EC2M 4AA

Sutton in Ashfield Eisinger Ltd Sovereign House, 14-16



81,925.77

Swanage Retail and Residential

Developments Ltd

4 Brackley Close,

Bournemouth International

Airport, BH23 6SE,

Christchurch, Dorset

5,037.18

Swansea -

Fforestfach

Henderson UK Retail

Warehouse

c/o Henderson Global

Investors, 201


EC2M 3AE

324,846.12

Swansea - Morfa

Retail Park

Swansea View Limited c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

160,317.11

Swansea - St

Mary's

AEW UK Core Property

Fund

33 Jermyn Street, London,

SW1Y 6DN

370,436.91

Swindon - Orbital Orbital Shopping Park

Swindon Ltd


Street, W1H 7LX, London

319,791.99

Swindon - Regent

St

Demac Properties Ltd 8 Garvagh Road,

Donaghmore, Dungannon,

Co Tyrone BT70 3LS

807,388.41

Tamworth J A Aucott, S R Aucott &

B S Aucott ...

c/o Stephens Maguire &

Co, Sackville House, 55

Buckhurst Avenue,

Sevenoaks TN13 1LZ

159,978.64

Taunton Rockspring UK Value 2

Taunton(Jersey) Ltd

13th Floor, Portland

House Bressenden Place,

London, SW1E 5BH

152,074.51

Tavistock Hunstrete Estates Ltd Portwall Lane , BS1 6NA,

Bristol

21,366.19

Teeside - Retail

Park

Stockton Retail Park Ltd York House, 45 Seymour

Street, W1H 7LX

207,448.32

Telford Telford Trustees No1 and

No 2 Ltd

1, Waveley Place, Union


JE1 1SG

126,073.05

Tenby Alcann Ltd 35, West Hill Road, SW18

1LL, London

13,778.07

Thanet Trustees of Fort Thanet

Unit Trust

c/o Land Securities, 5

Strand, London, WC2N

5AF

171,222.95

Thetford D&A (2126) Ltd 55 South Audley Street,

MAYFAIR, London,

W1K 2QH

23,923.59

Thornaby Bae System Pension Fund

T'Tee Ltd

Warwick House, PO Box

87 Farnborough

Aerospace Centre,

81,517.63

LEGAL_EU # 21926027.19

225

Farnborough GU14 6YU

Tiverton W H Smith Retail

Holdings Ltd

Greenbridge Road,

Greenbridge, SWINDON,

SN3 3RX

6,024.54

Tonbridge Citibank Europe PLC Canada Square, Canary

Wharf, E14 5LB, London

32,470.17

Tonypandy EMA Textiles Limited 3 Court Lodge, 48 Sloane

Square, SW1W 8AT,

London

12,912.76

Tooting Opulent Ruby Ltd 1 High Street, Colliers

Wood, SW19 2JE, London

29,784.36

Torquay - Union

Street

Torquay Estates Ltd 1 Allanadale Court,

Waterpark Road, Salford

M7 4JN

591,232.17

Trafford Centre

Mens

The Trafford Centre 40, Broadway, SW1H

0BU, London

157,534.53

Tredegar EMA Textiles Limited Court Lodge, 48 Sloane

Square, SW1W 8AT,

London

9,064.53

Troon Red Button Ltd 1st Floor Ashfield House,

402 Sauchiehall Street,

Glasgow G2 3JD

39,633.04

Trowbridge SLI UK Property Fund 1 George Street,

Edinburgh, EH2 2LL

228,254.74

Truro Bankuwait Nominees Ltd

& Gravitus Holding

Security Agent enforced,

35, Portman Square, W1H

6LR, London

372,677.50

Tunbridge Wells -

Calverley Road

Ignis UK Property Fund 1 George Street,

Edinburgh, EH2 2LL

150,793.54

Tunbridge Wells -

Longfield RP


Insurance Society Ltd

55 Gracechurch Street,

London, EC3V 0RL

238,894.96

Uxbridge Intu Uxbridge Ltd 40 Broadway, London,

SW1H 0BU

123,745.91

Victoria Network Rail

Infrastructure Ltd

Kings Place, 90 York

Way, London N1 9GE

98,363.20

Wakefield Trinity Walk GP Ltd &

Trinity Walk LP Ltd



311,555.89

Wallasey Grangeford Estates Ltd 115 Craven Park Road,

London, N15 6BL

18,876.90

Wallsend NewRiver Retail (GP3)

Ltd


W1K 5DH

54,010.47

Walsall Park Street (AGG3) Ltd Somerford House,

Somerford Place,

Willenhall, West

Midlands, WV13 3DT

446,189.09

Waltham Cross The Pavilions Unit Trust c/o Colliers, 13 Waring

Street, Belfast BT1 2DX

28,734.37

Walthamstow The Mall Ltd Partnership 52 Grosvenor Gardens,

LONDON, SW1W 0AU

44,235.69

LEGAL_EU # 21926027.19

226

Walton on

Thames

O & H Walton Ltd 11-14 Grafton Street,

London, W1S 4EW

141,186.38

Wandsworth Metro Shopping Fund LP 100 Victoria Street,

London SW1E 5JL

169,426.65

Wantage Wantage LR Investments

Ltd

4 Limborough Rd,

Wantage, OXON, OX12

9AJ

139,360.07

Warrington Property Alaska UK

Trustee Ltd

First Floor - Liberation

House, 167 Castle Street,

St Helier, Jersey, JE4 8RY

230,642.10

Washington The Prudential Assurance

Company Ltd


EC4R OHH, London

120,245.34

Waterlooville Threadneedle Pensions Ltd 60 St Mary Axe, London,

EC3A 8JQ

26,945.35

Watford Temp Intu Watford Ltd 40, Broadway, SW1H

0BU, London

214,654.08

Wellingborough Swansgate Property Ltd 13-14 Esplanade, St


44,642.42

Wells Grangehall Estates Ltd 7 Swallow Place, London,

W1B 2AG

52,134.96

Welwyn Garden

City

Trustees of the

Mineworkers Pension

Scheme

Ventana House, 2

Concourse Way, Sheaf

Street, Sheffield S1 2BJ

35,398.18

West Bromwich Greenside Investments Ltd c/o John D Wood, 4th

Floor, 1 Harewood Place,

London W1S 1BU

217,372.09

Weston Favell Weston Favell Ltd 2nd floor, 30 Charles II

Street, London, SW1Y

4AE

10,492.32

Weston-Super-

Mare

National Car Parks Ltd c/o GVA (PMA321), PO

Box 8790, Birmingham

B1 2JJ

82,986.38

Weymouth Northern Ireland Local

Government Offices

superannuation committee,

8 Central Avenue, St


Norwich, NR77HR

91,044.07

White City

(London)

Commerz Real

Investmentsgesellscholf

mbh (HRB

c/o Westfield

Shoppingtowns Ltd, 6th

Floor Mid City Place, 71

High Holborn, London

WC1V 6EA

499,863.13

Whitehaven Dalepark Ltd The Orangery, Rolls Park

High Road, Chigwell,

Essex, IG7 6DL

10,899.51

Wick British Overseas Bank

Nominees Ltd


EC2M EUR

69,777.07

Wickford Sheet Anchor Investments

Ltd




66,665.18

LEGAL_EU # 21926027.19

227

Widnes EPIC (No. 2) Ltd Level 13 Broadgate

Tower, 20 Primrose Street,

EC2A 2EW, London

130,138.57

Wigan Grand Arcade Wigan Ltd 2nd Floor, 30 Charles II

Second, London, SW1Y

4AE

170,479.81

Wigan Mens Grand Arcade Wigan Ltd 2nd Floor, 30 Charles II

Second, London, SW1Y

4AE

62,111.02

Winchester CEPF II Regatta 1 Sarl c/o Savills, 33 Margaret

Street, London W1G 0JD

23,568.35

Windsor Scottish Widows

Investment Partnership

Edinburgh one, Morrison

Street, Edinburgh, EH3

8BE

187,944.82

Winsford Winsford Cross

Developments Ltd

15 Lauriston Place,

Edinburgh EH3 9EP

17,148.62

Wisbech NewRiver Retail

(Wisbech) Ltd

c/o Workman Rivergate

House, 70 Redcliff Street,

Bristol, BS1 6AL

25,357.64

Witham NewRiver Retail (Witham)

Ltd

Level 2 Greybrook House,


W1K 5DH

21,708.64

Witney Kandahar (Witney) S.a.r.l. c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

192,199.01

Woking Peacocks Centre 5 Olympus Court,

Olympus Avenue,

Tachbrook Park,

Leamington Spa, CV34

6RZ

189,429.53

Wokingham Total Logistics Supply

Chain Consultants Ltd

5a Market Place,

Wokingham, Berkshire,

RG40 1AL

23,271.04

Wolverhampton BE Wolverhampton B.V Teleportboulevard, 110

Unit A, 1.19 1043 EJ,

Amsterdam

372,758.42

Wood Green The Mall Ltd Partnership 55 Grosvenor Gardens,

LONDON, SW1W 0AU

224,178.62

Woodley Legal & General UK

Property Fund


Place, St Crispins Road,

Norwich NR3 1YF

13,465.62

Woolwich MCF Woolwich Unit

Trust


Street, London W1G 0JD

305,716.32

Worcester The Crown Estate 16 Burlington Place,

London, W1S 2HX

469,592.96

Workington LRP 1 S.A.R.L C/o Europa Capital

Partners LLP, 15 Sloane

Square, London, SW1W

77,664.38

LEGAL_EU # 21926027.19

228

8ER

Worksop Threadneedle Pensions Ltd c/o Threadneedle Property



126,140.99

Worthing Aegon UK Property Fund

Ltd

c/o, Savills, 15 Finsbury

Circus, EC2M 7EB,

London

110,039.43

Wrexham Spinnaker Nominees Ltd PO Box 41 North Harbour,

Portsmouth PO6 3AU

372,336.86

Yate Yates Shopping Centre

Unit Trust

129 Stamford Hill,

London, N16 5TW

101,393.64

Yeovil BE Yeovil BV Teleportboulevard 110,

Unit A1-19, 1043 EJ,

Amsterdam

110,232.48

York - Blake St Gatsby Retail Ltd 47 Esplanade, St Helier,

Jersey

66,098.72

York - Monks

Cross

Monks Cross Shopping

Park Trust

Management Treasury

Dept, Delvedere, 12 Booth

Street, MANCHESTER,


4AW

240,839.23

York - Parliament

Street

Greater Manchester

Pension Fund

Council Offices,

Wllington Road, Ashton-

U-Lyne, Tameside, OL6

6DL

164,247.22

Carmarthen

(1606)

CIP Threadneedle UK

Property Nominee No 1

Ltd

78 Cannon St London

EC4N 6AG

189,468.80

Stafford -

Sheridan Centre

(1711)

Arrowsmith Properties

Limited

68 Grafton Way, W1T

5DS, London

10,654.22

Gloucester (1212) LSREF3 Tiger Gloucester

(Jersey) Limited

c/o Workman, 4th Floor,

Minton Place, Station

Road, Swindon SN1 1DA

11,585.48

Northampton

(1206)


Company Ltd

C/o CB Richard Ellis Ltd,

PO Box 62643, London,

EC2V 5WB

317,938.97

Scarborough

(1632)

OMC Investments Limited 14 Buckingham Street,

Westminster, London,

WC2N 6DF

22,220.62

Southampton,

Above Bar Street

AEW UK Reit Plc 6th Floor, 65 Gresham

Street, London EC2V

7NQ

21,509.66

St Austell Structadene Third Floor, 9 White Lion

Street, London, N1 9PD

1,000.00

Walsall Mapleplan Limited C/O London & Cambridge

Properties Millbank

Tower, 21/24 Millbank

SW1P 4QP

1,000.00

LEGAL_EU # 21926027.19

229

Basingstoke The Borough Council of

Basingstoke

Civic Offices, London Rd,

Basingstoke RG21 4AH

1,000.00

Wood Green Wood Green One Ltd &

Wood Green Two Ltd

Capital and Regional, 52

Grosvenor Gardens

SW1W 0AU,

1,000.00

Chester Aberdeen Standard

Investments

FAO Julie Edwin, 1

George St Edinburgh, EH2

2LL

1,000.00

Crawley Metro Bank 1 Southampton Row

London, WC1B 5 HA

1,000.00

Blackpool Coolsilk Property &

investment Ltd.

Orchard Villa Top Pasture

Lane, North Wheatley,

Retford, Nottinghamshire,

DN22 9BY

1,000.00

Banbury Denstar Ltd C/O Capreon 30 Market

Place London W1W 8AP

1,000.00

Cosham London Settled Estates

PLC

10 Wyndham Place

London W1H 2PU

1,000.00

Trowbridge Columbia Threadneedle

Investments

78 Cannon St London

EC4N 6AG

1,000.00

Trowbridge Columbia Threadneedle

Investments

78 Cannon St London

EC4N 6AG

1,000.00

Witney Perrers Properties Limited The Corn Exchange,

Brunswick St Liverpool

L2 7TP

1,000.00

Worcester A.C Lloyd (Asset

Management Limited)

AC Lloyd, Nicholls

House, Homer Close,

Tachbrook Park, Warwick

CV34 6TT

1,000.00

Croydon The Croydon Almshouse

Charities Trustee

Company Limited

Elis David Almshouses,

Duppas Hill Terrace,

Croydon, CR0 4BT

1,000.00

Brighton Selma Equities Limited care of Summit Trust

International, 6 Place Des,

Eaux-Vives, 1207 Geneva,

Switzerland and care of

Farrer & Co, 66 Lincoln's

Inn Field, London WC2A

3LH

1,000.00

Oxford Street East NBIM Elizabeth 1

Nominee Limited and

NBIM Elizabeth 2

Nominee Limited

Queensbury House, 3 Old

Burlington street, London

W1S 3AE

2,139,816.34

Poole Dolphin

Centre

Legal & General

Assurance (Pensions

Mgmt) Ltd

One Coleman Street,

London EC2R 5AA

276,738.63

Watford Perm WRP Management 40 Broadway, London

SW1H 0BU

387,254.73

Eastbourne Performance Retail One Coleman Street, 213,352.32

LEGAL_EU # 21926027.19

230

Arndale (General Partner) Limited

and Performance Retail

(Nominee) Limited

London EC2R 5AA

Telford Telford Trustee No. 1

Limited and Telford

Trustee No. 2 Limited

4th Floor, Connaught

House 1-3 Mount Street,

London, W1K 3NB

325,611.96

Newry The Quays Parker Green Company

Limited

Level 2 Drumalane Mill,

The Quays, Newry, Co.

Down, BT35 8QS

133,316.04

Leeds Trinity

Quarter

Land Securities Trinity

Ltd

100 Victoria St SW1E

5JL,

539,916.61

Lichfield Friargate Lichfield District Council 7a Howick Place London

SW1P 1DZ

69,135.92

Sheffield the

Moor

Aberdeen Standard

Investments

Bow Bells House, 1 Bread

St London EC4M 9HH

312,830.42

DC 1 Lymedale Park Unit Trust c/o Savills, Belvedere, 12

Booth Street,

MANCHESTER, Greater

Manchester, M2 4AW

1,653,138.64

DC2 Tritax Lymedale Ltd c/o Tritax Management

Ltd, 50 George Street,

London W1U 7GA

1,583,457.87

Customers

1) The gift card balance as at 20 January 2018 is £20,808,998.55. However, the Company

does not have records in respect of the identity of the creditors holding gift cards.

2) The credit note balance as at 20 January 2018 is £2,892,741. However, the identities of the

credit note holders are unknown.

Employees

Total number of employee claims 15,296

Total value of employee claims £3.2m

• Preferential portion £3.2m

• Unsecured portion 0

Average value of employee claim £209

Other Creditors

HMRC £4.6m

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