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HEART OF MIDLOTHIAN PLC ("the Company" \ "the Club")
JOINT ADMINISTRATORS' PROPOSAL FOR A VOLUNTARY ARRANGEMENT UNDER
PART I OF
THE INSOLVENCY ACT 1986
and
NOTICES OF MEETINGS OF CREDITORS AND MEMBERS
TO CONSIDER THE PROPOSAL
This document contains the Notices of the Creditors and Members'
meetings to be held at the Gorgie Suite, Tynecastle Stadium, Gorgie
Road, Edinburgh, EH11 2NL on 22 November 2013 at 12 noon and 3pm
respectively. For the proposal to become operative it has to be
approved by in excess of three quarters in value of creditors
present in person or by proxy and voting and by a majority of
members present in person or by proxy and voting. It is important
that creditors and members attend the meetings, or complete and
return the relevant form of proxy.
Creditors and Members should return their proxy forms as soon as
possible to BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh,
EH12 5HD. Creditors and Members may also hand their proxies to the
Chairman at the relevant meetings.
IMPORTANT To vote, creditors must have submitted a claim form.
The completed forms should then be returned to the Chairman at BDO
LLP, 65 Haymarket Terrace, Edinburgh, EH12 51-ID.
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TABLE OF CONTENTS
Proposal
Explanatory Forward
Provisions of Insolvency Rules 1986
Page
1 Brief Explanation of Position - Rule 1.3(1) 1
2 Brief History 2-3
3 Progress and Conduct of the Administration 3-4
4 Present Financial Position 4
5 Proposal 4-5
6 SPFL and SFA Membership 5
7 Comparison to Liquidation 5
8 Statement of Affairs - Rules 1.3(2)(a)(i) to (ii), 1.3(2)(c)
and 1.5 6
9 Excluded Assets - Rule 1.3(2)(a)(iii) 6
10 Third Party Contribution and/or Assets - Rule 1.3(2)(b) 6
11 Creditors' Claims - Rule 1.3(2)(c)(i) 6
12 Associates - Rule 1.3(2)(c)(ii) 6
13 Prior Transactions - Rule 1.3(2)(c)(iii) 6
14 Estimate of the Prescribed Part - Rule 1.3(2)(c)(ca) 6-7
15 Guarantees given by Third Parties for liabilities - Rule
1.3(2)(d) 7
16 Completion and Duration of the Arrangement - Rule 1.3(2)(e)
7
17 Dividends and Distributions - Rule 1.3(2)(f) 7
18 Creditor erroneously omitted from notice of this proposal -
Rule 1.3(2)(fa) and Section 5(2)(b)(ii) of the Insolvency Act 1986
7
19 Nominee's Fees - Rule 1.3(2)(g) 7
20 Supervisors' Remuneration - Rule 1.3(2)(h) 7-8
21 Guarantees given by Third Parties for the Arrangement - Rule
1.3(2)(i) 8
22 Funds in the Arrangement - Rule 1.3(2)(j) 8
23 Unclaimed Dividends - Rule 1.3(2)(k) 8
24 Future Business - Rule 1.3(2)(l)Et(m) 8-9
25 Powers and Functions of the Supervisor - Rule 1.3(2)(n)
9-10
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26 Details of the Supervisor - Rule 1.3(2)(o) 10
27 Application of EC Regulation on Insolvency Proceedings - Rule
1.3(2)(p) 10
28 Creditors' Committee 10
29 Records 10
30 Variation 10-11
31 End of Arrangement 11
32 Default 11-12
33 Vacancy in the office of Supervisor 12
34 Trust 13
35 Windfall 13
36 Tax Returns 13
37 Release of Liabilities 13-14
38 Ambiguity 14
39 Third Parties 14
40 Exclusion Clause 14
41 Modifications 14
Appendices
1 Definitions to the Proposal
2 Statement of Affairs
3 List of Known Creditors
4 Estimated Outcome Statement
5 Statutory Information
6 A Creditors' Guide to Insolvency Practitioners' Fees Under a
Voluntary Arrangement (Scotland)
7 Notices of Members' and Creditors' Meetings
8 Statement of the effect of Rule 1.16A(2) to (4)
9 BDO LLP Policies regarding fees and disbursements
10 Claim and Proxy Forms (Forms 4.7(Scot) and 4.29(Scot))
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HEART OF MIDLOTHIAN PLC ("the CompanyTthe Club")
Proposed Company Voluntary Arrangement ("CVA")
Explanatory Foreword concerning the Joint Administrators'
Proposal for a CVA
1 What is a CVA
1.1
A CVA is a contract between a company, its creditors and members
governed by the provisions of Part I of the Insolvency Act 1986. A
CVA requires the approval of more than 75% in value of creditors
present, or represented, and voting at the creditors' meeting
convened to consider the proposal. Once approved, the CVA binds all
creditors who received notice of the meeting and were entitled to
vote. The CVA also requires a simple majority approval by the
company's members.
1.2 A CVA typically requires creditors to write-off and \ or
defer some part of their claim as part of a compromise where the
monies received through the CVA are accepted in full and final
settlement of the amount outstanding to the creditors.
1.3 A CVA can be proposed by a company's directors, its
Administrator (where the company is in Administration and the
Administrators were previously appointed by the director, a
qualifying floating charge holder or by the court) or its
Liquidator where the company is in Liquidation. In any of these
circumstances the proposal must be approved by an Insolvency
Practitioner who at this stage is known as the Nominee. It is the
Nominee's responsibility to convene the meetings of members and
creditors and to circulate the proposal prior to the meetings. If
the CVA proposal is approved by both meetings then the CVA is
implemented by the Supervisor who again must be an Insolvency
Practitioner who is able to act in relation to the company. It is
usual for the Supervisor to be the same person as the Nominee.
2 Basis of the Proposed CVA
2.1 There are no set rules for the treatment of creditors'
claims within a CVA. The scheme of the CVA now proposed by the
Joint Administrators is to apply Liquidation principles of claim
calculation and distribution, so far as possible. The Liquidation
rules are believed to be the most appropriate since if the CVA was
not approved then the company would almost certainly go into
Liquidation and so the same rights would apply.
2.2 It is intended that the Joint Administrators will continue
in office and trade the Company in accordance with this
proposal.
2.3 It is envisaged that the CVA will be used as the method for
the company to exit Administration. The Administrators will
continue in office managing the company's affairs and the
Supervisor will not be directly involved in the day to day
management of the company or its business. It is proposed that the
Supervisor's costs for his work on the CVA will be based on the
time properly spent by him and his staff. A Creditors Guide to
Insolvency Practitioners' Fess under a Voluntary Arrangement
Scotland is attached at Appendix 6.
2.4 Throughout this document use is made of the term "relevant
date" or "effective date". This will be the date of Joint
Administrators appointment, which was 19 June 2013.
3 Priority of Liabilities and Creditors' Claims
In insolvency procedures, such as Administration and
Liquidation, creditors have different rights of priority. There are
several classes of creditors within the Company, being
preferential, non-preferential and secured.
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3.1 Preferential Creditors
3.1.1 Claims of preferential creditors are defined by Section
386(1) and Schedule 6 of the Insolvency Act 1986. The preferential
liabilities of the company are those arising in respect of the
company's employees.
3.2 Prescribed Part
3.2.1 Where a Company has granted a floating charge as security
to a creditor after 15 September 2003, if that Company subsequently
goes into Administration or Liquidation, then by virtue of section
176A of the insolvency Act 1986 part of the Company's net property
must be made available to the unsecured non-preferential
creditors.
The prescribed part does not in fact apply to a CVA.
3.3 Non-Preferential Creditors/Unsecured Creditors
3.3.1 Under the terms of the proposed CVA, non-preferential
creditors do not receive any monies unless and until the
preferential creditors have been paid in full. Once the
preferential creditors have been paid in full and costs have been
paid or provided for, any surplus is available to the
non-preferential creditors. In the event that there are
insufficient funds to pay non-preferential creditors in full, they
will abate in equal proportions between themselves. In other words,
all creditors in the non-preferential class should receive the same
percentage of distribution (a pan i passu basis).
3.3.2 If there are sufficient funds to pay both preferential and
non-preferential creditors in full then all preferential and
non-preferential creditors are entitled to deferred interest at the
applicable rate from the effective date of the CVA until the date
of payment. It should be noted that preferential creditors receive
no priority in respect of this deferred interest. Deferred interest
is described in paragraph 5.
34 Secured Creditors
The company has granted a floating-charge (registered on 10
February 2011) and a standard security (registered on 5 April 2011)
over the assets of the Club. These securities were assigned to ABUB
\ BAB Ukio Bankas on 6 December 2012. Nothing contained in this
proposal affects the security given to ABUB/BAB Ukio Bankas.
Present information indicates that there will be a shortfall in
respect of the security provided to BAB Ukio Bankas and therefore
this shortfall shall rank as an unsecured claim against the
Company.
3.5 Shareholder
If funds are sufficient to pay all creditors claims including
deferred interest any surplus will then be available to the
shareholders. In this instance, under the terms of the proposed CVA
there is no prospect of a dividend to shareholders.
4 Calculation of Claims of Creditors
4.1 Trade and Other Creditors
The amount of a trade or other creditor's claim which is
liquidated (that is, for a fixed amount) will be the amount due as
at the effective date, including interest. That interest will be
calculated on the basis of a rate agreed between the Company and
the creditor prior to the commencement of the CVA, or as determined
by any applicable statute. Where no rate of interest was either
agreed or is applicable, the claim will not bear interest other
than deferred interest (see 3.3.2 above and 5 below). Unliquidated
claims will be agreed with the Supervisor or, if not agreed, may be
litigated.
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5 Deferred Interest
As outlined in the terms of the proposed CVA there is no
prospect of a dividend to preferential or unsecured creditors,
therefore deferred interest on all such claims shall not be
applicable.
6 Administration of the CVA
6.1 All creditor claims will be determined by the Supervisor,
who will make all distributions to creditors. The Supervisor will
inform each creditor of the amount of his or her admitted claim
when he considers appropriate or when in a position to pay a
dividend. The creditor may object to the determination in writing
within 30 days failing which the amount determined by the
Supervisor will be the amount of the creditors claim under the CVA.
If a creditor is unable to agree his or her claim with the
Supervisor the Supervisor is to send a determination of the amount
to the creditor who may then apply to the other creditors to
determine the amount of the claim. If no majority resolution of the
creditors is made within 30 days the Supervisor's decision will
bind the creditor. It is the responsibility of every creditor to
keep the Supervisor informed of their current address.
6.2 It is a term of the CVA that, except with the prior approval
of the Supervisor, no creditor bound by the terms of the CVA will
initiate or continue any proceedings against the Company in respect
of any debt.
6.3 The effective date of the CVA may not be the date of
approval of the CVA if a creditor or member applies to the Court
claiming that the terms of the CVA unfairly prejudices them. In
that event, subject to any order the Court might make, the
effective date of the CVA would be determined by the Supervisor in
consultation with any Creditors' Committee.
6.4 The Supervisor has under the CVA a general power to act in
such manner as he, in consultation with the Creditors' Committee,
thinks be reasonable and fair in any matter not provided for
specifically in the CVA. Minor and technical corrections to the CVA
may be made by the Supervisor in consultation with the Creditors'
Committee. Subject to these cases, changes to the CVA have to be
approved by the creditors and members in meetings.
6.5 The Supervisor may summon meetings of creditors and members
of the Company. As a general principle, the voting rights of
creditors are established at the commencement of the CVA and remain
at that level throughout the duration of the CVA. Resolutions will
be passed at any creditors meeting with the same voting majorities
as one applicable for the first creditors' meeting. Meetings of
shareholders, if convened by the Supervisor, are to be held in the
manner required by the Articles of Association of the Company. The
Chairman of any such meetings will be the Supervisor, or a person
nominated by the Supervisor.
6.6 Payment of dividends will be by cheque sent by first class
post at the risk of the creditor. Where a creditor is a corporate
body the cheque will be made payable to the creditor company. If
the Supervisor is provided with information which satisfies him
that a debt has been assigned or transferred he can issue cheques
to the assignee or transferee.
6.7 If a creditor faits to cash a distribution cheque, the
cheque will be cancelled. Unclaimed distributions will be added
back into the bank account held by the Supervisor for this CVA and
will be available for future distributions and if the creditor
subsequently claims the dividend the amount will only be paid if
funds are or become available in the arrangement and the dividend
will not carry interest.
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7 Meetings of Members and Creditors to approve the CVA
7.1 The Joint Administrators wilt act as Chairman of both the
members and creditors' meetings which are to consider approving the
CVA. The resolutions set out in the notices at the end of this
document will be voted upon separately by creditors and members.
All voting will be on a poll.
7.2 Forms of proxy to be used by the creditors or members are
enclosed. These proxies must be returned to the offices of BDO LLP,
Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 SLID on or before
12 noon on 22 November 2013. Creditors and members may also hand
their proxies to the Chairman at the relevant meetings on 22
November 2013.
8 Members' and Creditors' Voting Rights
8.1 Creditors are entitled to vote for the amount of their debt
as at the date of Administration (19 June 2013). Creditors who have
unliquidated or unascertained debts may only vote if the Chairman
of the meeting agrees to place an estimated minimum value upon
their debt for the purpose of voting entitlements. The Chairman of
the meeting has the right to reject any creditor's claim in whole
or in part for the purpose of his or her entitlement to vote. Any
creditor whose claim is so rejected has the right of appeal to the
Court within 28 days of the filing of the Chairman's report on the
meeting.
15 November 2013
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IN THE MATTER OF
HEART OF MIDLOTHIAN PLC - IN ADMINISTRATION ("the Company" \
"the Club")
and
IN THE MATTER OF
THE INSOLVENCY ACT 1986
PROPOSAL FOR A COMPANY VOLUNTARY ARRANGEMENT UNDER THE
PROVISIONS OF THE ABOVE ACT
PROVISIONS OF INSOLVENCY RULES 1986
1 Brief Explanation of Position - Rule 1.3(1) [as applied to
Administrations per Rule 1.10]
1.1
Following the appointment of Bryan Alan Jackson, Trevor Nigel
Birch and James Bernard Stephen as Joint Administrators ("the
Administrators") of the Club on 19 June 2013, a meeting of
creditors was held on 12 August 2013 whereby the Administrators'
Proposals were approved with modifications, and a Creditors
Committee was formed.
1.2 Notice of the modified approved Proposals was issued on 14
August 2013.
1.3 The Club now requires to come to a formal arrangement with
creditors by way of a Company Voluntary Arrangement ("CVA" \
"Arrangement") in respect of the sums due by the Club as at the
date of the Administrators appointment. Thereby allowing the Club
to exit Administration and continue playing within the Scottish
Professional Football League ("SPFL") and as a member of the
Scottish Football Association ("SFA") free of encumbrances.
1.4 This document sets out the Administrators' Proposals for a
CVA. This being a formal procedure introduced by Part 1 of the
Insolvency Act 1986, which enables a Company to agree with its
creditors how their debts should be paid and in what
proportions.
1.5 A CVA requires the approval of in excess in value of 75% of
those creditors voting on the resolution in person (or by proxy),
including 50% of creditors unconnected with the Company. Once the
CVA has been approved it will bind all creditors who were entitled
to receive notice of the meeting and were entitled to vote at it,
whether or not they receive such notice and whether or not they
chose to vote.
1.6 The Administrators proposed CVA, if approved, would enable
the Club to continue in operation, thus preserving the Club and the
employment of its staff (both playing and non-playing staff).
However, under the terms of the proposed CVA there would be no
dividend payable to preferential or unsecured creditors of the
Club.
1.7 Should a CVA not be approved the only other option for the
Club would be Liquidation. In a Liquidation scenario the outcome to
preferential and unsecured creditors would be the same as that in a
CVA, however the Club would cease to exist in its present form and
all employees would require to be made redundant with immediate
effect. It is also envisioned that in a Liquidation there would be
a delay and potential reduction in the value of asset
realisation.
1.8 In our opinion a CVA is a desirable outcome as it does not
prejudice creditors in any way, and will allow the Club to continue
(in its current form) and a means to exit Administration.
1.9 We believe that the creditors will agree to the proposal for
the aforementioned reasons.
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2 Brief History
2.1 The Company was incorporated on 29 April 1905, having been
originally founded in 1874. A summary of the statutory information
of the Company is attached at Appendix 1.
2.2 The Company's previous name was Heart of Midlothian Football
Club plc which was changed to Heart of Midlothian plc on 7 July
1997. The Company operates from Tynecastle Stadium, Gorgie Road,
Edinburgh, Midlothian, EH11 2NL.
2.3 The Company's principal activity is that of a professional
football club.
2.4 The Company is one of the oldest clubs in football, founded
in 1874 and one of the founder members of the Scottish League in
1890.
2.5 The Club is an established team in the Scottish Premier
League/Scottish Professional Football League ("SPL/SPFL").
2.6 Since its foundation, the Club has been integral to
Scotland's capital city, Edinburgh and a competing sporting
institution at a UK and European level.
2.7 The performance of the Club over the past 3 seasons has been
summarised below:
Ainly 0 0 iii League Position (SPL) 10th 5th* 3rd Turnover
(E'000) 8,682 6,915 7,908 Profit/(Loss) (1,648) 511 39
*won Scottish Cup.
2.8 The Club had traded at a loss for several years, with these
losses being underwritten by the Club's parent company Ukio Bankas
Investicine Grupe plc ("UBIG").
2.9 However, as at 30 June 2012 (the Club's year-end) it was
confirmed that UBIG would no Longer provide financial support to
the Club.
2.10 UBIG was the majority shareholder of the Club, with a
shareholding of 78.97%, and was also the principal secured
creditor, holding a floating charge (created on 4 February 2011 and
registered on 10 February 2011) and a standard security (created on
18 March 2011 and registered on 5 April 2011) over the assets of
the Club.
2.11 On 6 December 2012 an agreement was executed whereby the
floating charge and standard security in favour of UBIG were
assigned to AB Ukio Bankas plc ("ABUB" \ "the Bank" \ "the Secured
Creditor").
2.12 In addition to the above, UBIG also provided ABUB with a
Share Pledge (executed on 31 January 2013), whereby 43,341,208 of
UBIG's shareholding in the Club was transferred to ABUB (i.e. an
overall shareholding in the Club of circa 29.5% held by ABUB).
2.13 ABUB is currently due circa E15m by the Club. This debt is
secured by the assigned post Enterprise Act floating charge over
the assets of the Club and a standard security over Tynecastle
Stadium.
2.14 On 2 May 2013 the Central Bank of Lithuania (by virtue of
the Kaunas Regional Court) appointed a temporary administrator to
investigate the trading and solvency of ABUB. As a result of this
bankruptcy administration proceedings commenced, which resulted in
the appointment of UAB Valnetas as Administrators of ABUB on or
around 7 June 2013.
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2.15 As a result of the appointment of UAB Valnetas as
Administrators of ABUB, all decisions with regard to trading,
enforcement of securities and all matters relating to ABUB are made
by UAB Valnetas. The previous individuals involved with ABUB no
longer have any control of the Bank.
2.16 ABUB was entitled to appoint Administrators of Heart of
Midlothian plc ("HoM plc"), as HoM plc was in breach of the
security held by ABUB by virtue of the Directors of HoM plc Lodging
a notice of intention to appoint an Administrator.
2.17 Bryan Alan Jackson, Trevor Nigel Birch and James Bernard
Stephen were appointed Joint Administrators of the Club on 19 June
2013 by the holder of a qualifying floating charge, ABUB. The
appointment was made by ABUB under the terms of Paragraph 14 of
Schedule B1 of the Insolvency Act 1986.
2.18 Pursuant to 5100(2) of Schedule 81 of the Insolvency Act
1986 any one of the Joint Administrators may exercise all and/or
any of the powers which are conferred on them as Joint
Administrators.
2.19 Prior to our appointment as Joint Administrators we had no
professional dealings with HoM plc.
3 Progress and Conduct of the Administration
3.1 On appointment, the Administrators were firstly concerned
that the necessary funds to enable trading to continue on a reduced
cost base could be obtained, white prospective purchasers for the
majority shareholding in the Club were identified.
3.2 In order to achieve this objective it was necessary to
reduce operating costs to a minimum, which involved making
redundancies on both the playing and non playing side of the Club.
As a consequence of this (on 20 June 2013) 17 employees were made
redundant (this being 13 non-playing staff and 4 playing staff).
Subsequently, on 27 June 2013 one further employee (playing staff)
was made redundant.
3.3 Estimated funding requirements were drawn up initially on
the basis that the Club would continue operating to the end of
football season 2013-14, which was necessary to protect the Club's
league membership.
3.4 Prior to the Administrators appointment 7,000 season tickets
had been sold for the season 2013/14, and all monies had been
expended. As a result, a requirement for supporters to purchase
season tickets (estimated requirement to sell circa 3,000 season
ticket sales post Administration) was needed to ensure the Clubs
survival, whilst the Joint Administrators sought a sale of the Club
as a going concern. Actual total season ticket sales of circa
10,500 were achieved.
3.5 Donations to the Club have been received from a wide range
of sources, and to date total donations of circa E75k have been
received by the Club.
3.6 The Club was advertised for sale in the national press, and
known interested parties were contacted and asked to submit offers
for the Club. Following the completion of formal Non-Disclosure
Agreements by various interested parties, a formal Sales Memorandum
was made available (and access to a data-room provided where
requested). A closing date of 12 July 2013 was set for the
submission of offers to purchase the Club. Three offers were
received but as none of them were acceptable in their present form
(in terms of quantum and/or evidence of funding), further
discussions were held with all parties who had submitted an offer.
A date of 24 July 2013 was set for offers to be resubmitted.
3.7 Following the re-submission of offers, and consultation with
the Secured Creditor, a preferred bidder Foundation of Hearts
("FoH") was announced. The Administrators have
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since been involved in further discussions with FoH and their
advisers, regarding their offer and the due diligence process, and
are working towards securing an agreement for the going concern
sale of the Club to FoH.
4 Present Financial Position
4.1 Based on the current information an Estimated Outcome
Statement ("EOS") has been prepared in respect of the Club's
position, as at today's date. The EOS is shown at Appendix 4, and
illustrates that there will be insufficient funds available to
allow the Club to make a distribution to preferential or unsecured
creditors.
4.2 The EOS is based on the offer received from FoH, which has
been accepted by the Secured Creditor.
5 Proposal
5.1 FoH has offered to purchase the Club as a going-concern for
a total consideration of E2.5m, on the basis that a CVA is approved
and that the shareholdings of BAB Ukio Bankas (circa 29.5%) and
UBIG (circa 50%) in the Club can be delivered by the
Administrators, or failing which, an equivalent majority
shareholding. The delivery of shareholdings held by BAB Ukio Bankas
and UBIG may also be dependent on the approval of the respective
creditors of each of the bankruptcy estates and/or the Lithuanian
Court, under the law of Lithuania.
5.2 This offer is viewed by the Administrators as having the
best possible outcome currently available for the creditors of the
Company, and in achieving the objective of the Administration
process entered into on 19 June 2013 - namely the rescue of the
Company as a going concern. It is therefore recommended by the
Joint Administrators that the offer from FoH be accepted by the
creditors of the Club.
5.3 The terms of the offer from FoH are summarised below:
FoH (or its nominee) will acquire the shareholding of BAB Ukio
Bankas and UBIG (circa 80% shareholding) of the Club (or failing
which, an equivalent majority shareholding), in exchange for the
payment of El Sterling.
FoH (or its nominee) will make a payment of E2m on completion of
a going concern sale of the business and assets of the Club.
E500,000 of the offer from FoH shall be paid as deferred
consideration over 10 months from the date of a going-concern sale
via a CVA.
FoH (or its nominee) will assume responsibility for settling the
outstanding "football debts" of HoM plc, which are understood to be
in region of 535,000.
The offer is subject to the FoH entering into a formal Sale and
Purchase Agreement (SPA) with the majority shareholders (BAB UB and
UBIG) for the transfer of the majority shareholdings to FoH, and
the terms of the said SPA are acceptable to the Secured Creditor.
If any material change in the circumstances arises (outside the
scope of this CVA), then any party to the agreement will be
entitled to withdraw from the proposed SPA.
5.4 As illustrated at the EOS shown at Appendix 4, the offer
from FoH will allow the Joint Administrators to make a distribution
to the Secured Creditor only under the standard security held over
the heritable property. It is anticipated that there will be
insufficient floating charge assets available to allow for any
distribution to be made to the preferential or unsecured creditors.
For the avoidance of doubt, Appendix 4 is provided for illustration
purposes only, to evidence that the Joint Administrators shall be
able to make a distribution to the Secured Creditor only.
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5.5 As payment of the deferred consideration is being made in
respect of the heritable property, all such proceeds will be for
the benefit of the Secured Creditor. The Secured Creditor will
retain a first ranking standard security over the heritable
property, i.e. (i) Tynecastle Stadium; (ii) yard at Wheatfield
Street, Edinburgh, (iii) area of ground at Mcleod Street,
Edinburgh. The first ranking standard security in favour of the
Secured Creditor will be granted simultaneously and in exchange for
a discharge of the existing security and shall remain until such
time as the deferred consideration has been paid in full.
5.6 The costs and expenses of the Joint Administrators (so far
as they are unpaid) shall be settled partially from any outstanding
trading receipts at the point of the Joint Administrators'
discharge from office and partially from the sale proceeds, and
those of the Joint Supervisors (which shall be made available to
the Joint Supervisors out of the funds held by the Joint
Administrators) shall be settled from any outstanding trading
receipts prior to the Joint Administrators resigning from office.
The costs and expenses of the Joint Administrators and Joint
Supervisors will be subject to the prior written consent of the
Secured Creditor and limited to the amount as per the terms of the
Joint Administrators' appointment by the Secured Creditor (i.e. the
same agreed cap shall continue to be effective irrespective of the
fact that the Administrators as of coming into effect of the CVA
shall become Supervisors). For the avoidance of doubt, any payment
of this nature would exclude 2013-14 season ticket monies held by a
3rd party (however, only those that relate to games not yet played,
unless otherwise agreed with the rl party who holds the season
ticket funds and they are released earlier to the Joint
Administrators and so falling into the total amount of trading
receivables) which will remain with the club, except as otherwise
may be agreed with FoH (e.g. settlement of certain expenses of
Joint Administrators may be deferred until the necessary amount is
released after the game is player and the expenses are settled from
such released funds). However, in addition to this, such available
funds shall be utilised to meet the associated costs of the
Administration.
5.7 The offer from FoH is subject to the Administrators being
able to secure the aforementioned shareholding in the Club
currently held by BAB Ukio Bankas and UBIG.
5.8 UBIG is currently in the process of having an Administrator
appointed via the Lithuanian courts. This process has been ongoing
for several weeks, and we have recently been advised that a final
hearing will take place on 7 November 2013 in respect of the
appointment of an Administrator.
5S Once an Administrator has been appointed over UBIG, the Club
(via its Administrators), will then be in a position to seek to
obtain the shareholding held by UBIG in the Club (circa 50%). On
successful completion of the CVA, the offer from FoH would enable
the Club to continue operating in the future, and retain its
current SPFL status, without further sanctions.
5.10 The social benefit in maintaining the Club's SPFL status
and SFA membership to the wider community in Edinburgh is no doubt
evident to creditors of the Club. To permit the football club/HoM
plc to continue to trade under new management, will also enable
existing suppliers to continue their relationship with the football
club.
5.11 The continuance of the football club/HoM plc will also
provide the opportunity for over 100 full-time and part time
employees to remain employed, and will generate receipts for HMRC
from the continued collection of PAYE/NIC, VAT and Corporation Tax
as they fall due.
5.12 If the proposed CVA is not accepted by creditors, the Club
will most likely be forced into Liquidation and shall cease to
exist as an SPFL and SFA entity in its present form. All employees
would require to be made redundant, and the assets of the Club
reduced to break-up value with no benefit to preferential or
unsecured creditors.
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5.13 VAT bad debt relief is available to creditors in the same
way as it would be if the Club was placed into Liquidation.
6 SPFL and SFA Membership
6.1 The regulations of the SPFL and the SFA allow for changes in
ownership of their members without affecting the rights to
membership. The rights to membership however belong to the legal
entity and are not capable of transfer except in possibly a solvent
reconstruction of a group.
6.2 The proposal, if accepted, will enable the Company to
continue as a going concern and retain its memberships. The rules
of the SPFL and SFA require members to fulfil their contractual and
financial obligations to their contracted players in the absence of
which sanctions may be imposed including suspension or expulsion
hence the requirement for any purchaser of the Club to satisfy the
"football debt" (this being the sums due by the Club in respect of
contractual wages to players, and any sums due to other football
clubs), by payment in full or at an agreed compromise amount.
7 Comparison to Liquidation
As stated above, we are of the opinion that a CVA would be the
most beneficial outcome for all parties connected with the Club.
The Liquidation of the Club would provide no additional benefit to
creditors, and therefore creditors are in no way prejudiced by
accepting the proposed CVA.
8 Statement of Affairs - Rule 1.3(2)(a)(i) Et (ii), 1.3(2)(c)
and 1.5
Attached to this proposal, as Appendix 2, is the Company's
statement of affairs, made up to 19 June 2013 which we certify, to
the best of our knowledge and belief, to be correct.
The statement includes details of all the Company's known
assets, together with values, details of charged assets, and all of
the Company's known liabilities.
9 Excluded Assets - Rule 1.3(2)(a)(iii)
No Company assets are excluded from the Arrangement.
10 Third Party Contribution and/or Assets - Rule 1.3(2)(b)
No third parties will be contributing any funds or assets to the
Company's Arrangement.
11 Creditors' Claims - Rule 1.3(2)(c)(i)
11.1 The creditors to participate in this Arrangement are set
out in the statement of affairs. All creditors must submit a formal
claim form (Form 4.7(Scot)) and the adjudication of each claim will
be in accordance with the proof of debt definition in Appendix 1.
All creditors will enjoy the priorities afforded under the
Insolvency Act and Rules 1986.
11.2 The acceptance/validity of all claims submitted for voting
purposes shall be subject to the absolute discretion of the
Chairman of the meeting.
11.3 After payment of the expenses of the Arrangement referred
to in clause 25 of the definitions at Appendix 1 there will be
insufficient funds available to pay a dividend to preferential or
unsecured creditors.
11.4 Secured creditors will not be prejudiced by this
Arrangement and will retain whatever rights are available to them,
unless otherwise agreed. Any claims, after taking into account the
value of any security held, will rank as unsecured. Secured claims
will be dealt with as explained in the definitions at Appendix
1.
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12 Associates - Rule 1.3(2)(c)(ii)
The Company has no associates who are making any claims against
it.
13 Prior Transactions - Rule 1.3(2)(c)(iii)
The Administrators are not aware of any circumstances or
transactions that could result in claims arising out of the
following provisions of the Act:
Section 242 (gratuitous alienations);
Section 243 (unfair preferences);
Section 244 (extortionate credit transactions); or
Section 245 (avoidance of certain floating charges).
14 Estimate of the Prescribed Part - Rule 1.3(2)(c)(ca)
14.1 The estimated statement of affairs provides a comparative
with Liquidation. This includes showing an estimate of the amount
of funds available to unsecured creditors under Section 176A of the
Insolvency Act 1986.
14.2 The provisions regarding the prescribed part do not apply
in a CVA.
14.3 In this case there is a floating charge granted as security
after 15 September 2003, therefore in Liquidation the provisions of
the Prescribed Part would apply. However, in Liquidation there
would be insufficient net assets available after costs for the
provisions of the Prescribed Part to apply.
15 Guarantees given by Third Parties for liabilities - Rule
1.3(2)(d)
The Administrators are not aware of any guarantees having been
given by third parties in respect of the Company's debts.
16 Completion and Duration of the Arrangement - Rule
1.3(2)(e)
Subject to default, this Arrangement shall continue for so long
as it takes to agree the Liabilities and deal with all matters
arising in this Arrangement. This period is estimated to be no
longer than 12 months.
17 Dividends and Distributions - Rule 1.3(2)(f)
As previously intimated under the terms of the proposed CVA
there is no prospect of a dividend to preferential or unsecured
creditors.
18 Creditor erroneously omitted from notice of this proposal -
Rule 1.3(2)(fa) and Section 5(2)(b)(ii) of the Insolvency Act
1986.
18.1 If approved, this Arrangement will bind all creditors
entitled to vote at the meeting of creditors whether or not the
creditor was present or represented at the meeting.
18.2 The Arrangement will also bind any person who would have
been entitled to vote if they had received notice of the meeting.
Whilst all proper steps have been taken by the Administrators to
identify in the statement of affairs all creditors, if anyone has
been omitted in error from receiving notice, they will nonetheless
be bound by the approved Arrangement.
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19 Nominee's Fees - Rule 1.3(2)(g)
19.1 In accordance with the Administrators' Proposals, which
were made available to all known creditors on 26 July 2013,
creditors were required to intimate any proposed Nominees prior to
the approval of the Joint Administrators' Proposals (which were
approved at the meeting of creditors held on 12 August 2013).
19.2 As no such actions was taken by any creditor Bryan Alan
Jackson, Trevor Nigel Birch and James Bernard Stephen of BDO LLP,
Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD shall act as
Joint Nominees and Joint Supervisors of the CVA (pursuant to the
terms of the Joint Administrators' Proposals).
19.3 The Joint Nominees and Joint Supervisors are qualified to
act as Insolvency Practitioners.
20 Supervisors' Remuneration - Rule 1.3(2)(h)
20.1 The Supervisors shall be entitled to be remunerated (in
accordance with SIP 9) on the basis of the time they, and their
staff, properly spend in attending to matters arising under this
Arrangement, plus VAT, and their disbursements and VAT. The
Supervisors' remuneration and disbursements (including for the
avoidance of doubt, legal fees) will be a first charge on the
Company's assets and have regard to the following matters:
the complexity of the case;
any respect in which, in connection with the Company's affairs,
there falls on the Joint Supervisors any responsibility of an
exceptional kind or degree;
the effectiveness with which the Joint Supervisors appear to be
carrying out, or to have carried out, their duties as such; and
the value and nature of the assets with which they have had to
deal.
The Supervisors can draw their fees and expenses upon the prior
written consent of the Secured Creditor. A creditor's guide to
Supervisors' fees is attached at Appendix 6.
20.2 The Supervisors' disbursements policy is set out at in a
document attached to this proposal at Appendix 9. Disbursements
include specific costs met by the Supervisors in respect of the
insolvent estate where payment has been made to a third party. The
Supervisors will report annually (or as and when relevant) in
respect of disbursements drawn in respect of the Arrangement.
21 Guarantees given by Third Parties for the Arrangement - Rule
1.3(2)(i)
No guarantees are to be given by any third parties in respect of
this Arrangement.
22 Funds in the Arrangement - Rule 1.3(2)(j)
The Joint Supervisors shall open a bank account in their name
under the style of "The Joint Supervisors of Heart of Midlothian
plc". Any funds which in the opinion of the Joint Supervisors are
not required for the immediate purpose of the Arrangement may be
invested in such a manner as the Joint Supervisors see fit.
23 Unclaimed Dividends - Rule 1.3(2)(k)
23.1 If any final dividend remains unclaimed or unpaid when the
Supervisors issue their notice that the Arrangement has been fully
implemented:-
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(a) The Supervisors shall give 15 days' notice to the creditors
where dividends remain unpaid of their intention that, at the
expiry of that period, they shall pay the amounts thereof to the
Company together with a list of the persons to whom they are
payable;
(b) The Company shall not remain liable to the creditors
concerned for the amounts of such dividends; and
(c) The Supervisors shall have no further duties, obligations or
liabilities to those creditors.
23.2 As there shall be no dividends paid to preferential or
unsecured creditors under the terms of the Agreement the above
noted provisions shall not be relevant.
23.3 It is the responsibility of creditors to keep the
Supervisors informed of their current address.
23.4 If the Supervisors issue a Certificate of Default (see
paragraph 32), the above will apply, save that any remaining sum
under 23.1(a) shall be paid to any subsequently appointed
Liquidator.
24 Future Business - Rule 1.3(2)(1)a(m)
24.1 During the period from the approval of the CVA to the
transfer of the majority shareholding the Joint Administrators will
continue to trade the Club and costs incurred will be a cost of the
Administration and payable out of the assets of the Club.
24.2 No credit facilities, other than normal trading terms of
credit, are required for the duration of the Arrangement. However,
if credit facilities are required they will not form part of the
Arrangement.
25 Powers and Functions of the Supervisors - Rule 1.3(2)(n)
25.1 Each of the creditors and the Club irrevocably authorises
the Joint Supervisors to carry out all acts and to exercise all
discretions, authorities and powers and duties conferred on them
by, or reasonably incidental to, this Proposal in order to
facilitate the implementation of the Arrangement.
25.2 The Joint Supervisors shall have no duties or
responsibilities, save those expressly set out in this Proposal or
otherwise imposed by the provisions of the Act and the Rules.
Subject to any directions of the Court, the affairs, business and
property of the Club shall continue to be managed by the Joint
Administrators until such time as they resign their appointment as
such and thereafter by the Club's management.
25.3 Each of the creditors and the Club agree and acknowledge
that the Joint Supervisors are not subject to and shall not assume
any fiduciary or other special responsibilities to the creditors or
the Club.
25.4 The duties and powers of the Supervisors in relation to
this Arrangement are as follows:
(a) The Supervisors are to receive the sums provided in the
proposal, to agree liabilities directly with the creditors and to
distribute funds in accordance with the provisions outlined
above;
(b) The Supervisors have power to bring, institute or defend any
action or legal proceedings in the name of and on behalf of the
Company or in their own name relating to the conduct of the
Arrangement including the recovery of any debts due to the Company
and to employ solicitors and Counsel at the expense of the
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Arrangement. The costs arising (including any adverse costs)
shall be included as Supervisors disbursements;
(c) The Supervisors have power to employ agents, solicitors and
any persons so required to assist in the realisation, sale and
disposal of assets. The costs arising shall be included as
Supervisors' disbursements. The Supervisors may act on the opinion
and advice of or any information obtained from their agents etc and
shall not be responsible for any loss occasioned by so acting,
whether such opinion, advice or information howsoever conveyed or
purporting to be conveyed contains some error or shall not be
authentic;
(d) The Supervisors are to act jointly and severally and
anything required to be done by the Supervisors may be done by any
one Supervisor; and
(e) The Supervisors may call meetings of the creditors to
ascertain the creditors' wishes or consider any variation to this
proposal following commencement of this Arrangement, subject to the
following:-
Rules 1.13 to 1.17, 7.21 and 7.22 will apply in relation to
future meetings of creditors, and any postal votes, subject always
to Section 7 of the Act.
The Supervisors may seek to obtain postal agreement of the
creditors to a resolution by sending to the creditors a copy of the
proposed resolution, set out in such a way that agreement with, or
dissent from, each separate resolution may be indicated by the
recipient on the copy so sent. A resolution to approve the proposal
or any modifications is deemed to be carried if in excess of a
three quarter majority in value of those returning the resolution
have voted in favour of the resolution.
The Supervisors may, after acceptance of the proposal, obtain
agreement of the creditors at a meeting to any resolution. A
resolution at any meeting is deemed to be carried if passed by a
majority in value of creditors present in person or by proxy and
voting.
One of the Supervisors, or a person nominated by them, will be
the Chairman of any meeting hereunder.
26 Details of the Supervisors - Rule 1.3(2)(o)
The Supervisors shall be Bryan Alan Jackson, Trevor Nigel Birch
and James Bernard Stephen, who are authorised by the Institute of
Chartered Accountants in Scotland, Institute of Chartered
Accountants in England a Wales and Institute of Chartered
Accountants in England a Wales respectively. All of whom are
Licensed Insolvency Practitioners of Messrs BDO LLP, Citypoint, 65
Haymarket Terrace, Edinburgh, EH12 5HD who are qualified to act as
Insolvency Practitioners in relation to the Company.
27 Application of EC Regulation on Insolvency Proceedings - Rule
1.3(2)(p)
The EC Regulation on Insolvency Proceedings (No.1346/2000) will
apply in respect of this Voluntary Arrangement and these
proceedings will be the main proceedings as provided by Article 3
of the aforesaid Regulation.
28 Creditors' Committee
28.1 The Creditors' Committee formed by the Administrators will
also act as the Committee under the terms of this Proposal.
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28.2 The Rules relating to the Creditors Committee in a
Liquidation shall apply to the Arrangement with the modifications
necessary to apply those rules to a CVA.
28.3 The Committee will assist the Supervisors in discharging
their functions and will act in such manner as may be agreed from
time to time. The Committee will have the authority to approve, on
behalf of all creditors, steps taken or to be taken by the
Supervisors, but not including any substantive variations to the
Arrangement which will require approval of creditors in accordance
with this proposal.
28.4 The provisions of Rules 4.40 to 4.65 (relating to a
Creditors' Committee in Liquidations) shall (save so far as they
are inconsistent with the proposal) apply to the Arrangement as if
it were a Liquidation and to the Supervisors as if they were
Liquidators, except that no certificates of constitution or
amendment of the Committee shall be filed in the Court or with the
Registrar of Companies or The Accountant in Bankruptcy.
29 Records
The Joint Supervisors shall observe the requirements of Rule
1.21 of the Insolvency (Scotland) Rules 1986 with regard to the
records kept by them and records to be issued from time to time to
various persons set out in that Rule.
30 Variation
30.1 The Joint Supervisors may at any time convene General
Meetings of the Company and the creditors for the purpose of
varying the Arrangement. The notice of the meeting shall set out
the proposed variation and be accompanied by the Joint Supervisors'
report on the reasons for the variation and its expected
effect.
30.2 So far as is possible, the meeting shall be conducted in
accordance with Section 4 of The Insolvency Act 1986 and Rules 1.13
to 1.17 of The Insolvency (Scotland) Rules 1986 except that:
references to the Proposals shall be taken as references to the
proposed variation;
references to the Nominee shall be taken as references to the
Supervisor;
modifications may not include one intended to replace the
Supervisor;
creditors' claims shall be calculated as at the date the Company
went into Administration;
references to 14 days notice shall be read as 7 days notice or
such period as the Joint Supervisors shall in their absolute
discretion determine.
31 End of Arrangement
The Arrangement shall continue in full force and effect until
the Joint Supervisors issue a certificate stating that:
the actions and matters contemplated by the Proposal have been
completed and the purposes (if any) for which the Arrangement is
expressed to have been made have been fulfilled (a Completion
Certificate); or
the Joint Supervisors are of the opinion that there is no
reasonable likelihood of the matter contemplated by the Arrangement
being implemented or satisfied as there has been a breach of the
Arrangement (a Certificate of Default).
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32 Default
32.1 In the event that, in the opinion of the Supervisors:
there has been any material breach of the terms of the Voluntary
Arrangement;
any act has occurred which has frustrated the implementation of
the Arrangement;
any transaction not disclosed by the Club and which is open to
attack under Sections 242 (gratuitous alienation), 243 (unfair
preference), 244 (extortionate credit transactions) and/or 245
(avoidance of certain floating charges) is discovered;
32.2 In such circumstances the Supervisors shall issue a
Certificate of Default and serve the same upon the Company and
creditors bound by the Arrangement.
32.3 The issue of a Certificate of Default shalt:
not release the Company from any obligations or undertakings
under the Arrangement, and
not prejudice the Supervisors right to exercise any powers under
the Arrangement, and
not prejudice the collection and distribution of the funds under
the Supervisors' control in accordance with the terms of the
Arrangement.
32.4 Following the issue of a Certificate of Default the
Supervisors shall petition for the Company's Winding Up, provided
there are sufficient funds within the Arrangement to do so. Upon
the issue of a Certificate of Default the Arrangement shall
terminate and be of no further effect. Any implied trust or other
trust created by this Proposal will terminate subject to the trust
clause in this Proposal dealing with the Joint Supervisors' fees
and expenses.
32.5 If the Joint Supervisors issue a Certificate of Default and
do not have sufficient funds to issue Winding Up proceedings then
they will write to all creditors bound by the Arrangement with an
estimate of the costs involved to petition, inviting creditors to
fund the winding up proceedings. If creditors do not provide funds
or do not confirm that funds will be made available within 30 days,
the Joint Supervisors will circulate creditors with notice of the
fact that the Arrangement has terminated and that they have no
further obligations.
32.6 If, during the currency of the Arrangement any creditor or
the Joint Supervisors obtain a Winding Up Order against the
Company, the trust clause in this Proposal dealing with the Joint
Supervisors' fees and expenses shall remain valid despite the
Arrangement having failed.
32.7 On the date of termination of the Arrangement, the Joint
Supervisors are released by each creditor from all liabilities and
obligations in respect of acts and omissions of them or otherwise
in relation to their conduct as Joint Supervisors. Each creditor
shall and hereby does waive all claims or rights which they may
have against the Joint Supervisors in respect of such matters.
33
Vacancy in the office of Supervisor
33.1 Where there are Joint Supervisors and a vacancy arises in
respect of one of the Supervisors through death, retirement,
resignation or ceasing to be qualified to act as a Supervisor, the
remaining Supervisor(s) shall continue to act as a sole
Supervisor(s).
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33.2 Without prejudice to Section 7(5)Et(6) of the Act, if for
any reason whatsoever a vacancy arises in the office of a sole
Supervisor the creditors may fill the vacancy at a meeting called
for that purpose, such meeting to be called by:
the Company, (acting by its Administrators).
any creditor.
any person acting as a committee member's representative under a
power of attorney.
any person who was in partnership with the Supervisor
immediately before the vacancy occurred.
33.3 Such a meeting must be chaired by a person qualified to act
as an insolvency practitioner, or a partner or senior employee of
the former Supervisor's firm experienced in insolvency matters.
33.4 Any resignation by a Supervisor shall not take effect until
a replacement Supervisor is appointed under these provisions or by
the court.
33.5 Where a Supervisor is replaced (whether the replacement is
single or multiple) there shall be deemed to be continuation in
office for all purposes under the arrangement save that a successor
Supervisor shall not be personally liable for the negligence,
breach of contract, dishonesty, acts or omissions of any former
Supervisor.
34 Trust
All assets available within this Arrangement of whatever nature,
description or location shall remain vested in the Company. We
declare that the Company will hold all such assets and any other
assets to which it shall have become entitled hereafter (and any
rights and privileges attaching thereto) on trust for the creditors
bound by this Arrangement, subject to its terms and we will, if and
when called upon to do so, transfer such assets to the
Supervisors.
35 Windfall
The Company will inform the Supervisors if it receives, or
becomes entitled to, any windfall gain or assets or property (of
whatever nature) which are not included in the Arrangement, for the
period of its duration. Such assets or property will be subject to
the Arrangement and available to the Supervisors for distribution
to the creditors. Any costs connected with and/or tax liability in
respect of such items, will be a first charge on the
assets/property or realisations of the same, as the case may
be.
36 Tax Returns
36.1 All outstanding accounts, tax returns and any other
information or explanations required by the Inspector of Taxes will
be provided within six months of the approval date so that any
estimated liabilities can be adjusted for the benefit of other
creditors and to enable the HM Revenue Et Customs (the Revenue) to
lodge a final claim for the actual liability. If, within six months
of the approval date, the Company has not co-operated in this
respect the Supervisors will accept all estimated assessments from
the Revenue for dividend purposes.
36.2 The Supervisors will inform the Company of any interest
received on funds held by the Supervisors under this arrangement
and the Company will be responsible for payment of all tax
liabilities thereon.
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36.3 Post Arrangement liabilities shall be paid in full as and
when they become due and the Crown will retain the right to
commence winding up proceedings in respect of any post Arrangement
liability which remains unpaid.
36.4 Any tax repayments arising which relate to the period prior
to the approval of the Arrangement shall be offset against the
Revenue's claim in the Arrangement. Any repayments relating to the
period after approval of the Arrangement shall be offset against
post Arrangement tax debts - any remaining surplus shall be offered
to other Crown departments before being repaid to the Supervisors
for the benefit of Arrangement creditors.
36.5 The Company will complete any outstanding VAT returns, as
at the date of the approval of this Arrangement. Post Arrangement
VAT returns and accounting will take place in accordance with the
requirements of HM Revenue Et Customs.
37 Release of Liabilities
37.1 The creditors shall not, upon the proposal being accepted
by them in accordance with the Act, commence or continue any steps,
action, proceedings, execution or other legal proceedings.
Furthermore, no distress may be levied by the creditors against the
Company for the recovery or payment of any debts or liabilities
owed to them at the date of the meeting of creditors and they shall
only be entitled to receive such dividends as may be distributed by
the Supervisors in accordance with this proposal.
37.2 The creditors shall, upon the successful implementation of
the Arrangement, release the Company from all such debts,
obligations and liabilities and the landlord of any lease shall,
subject to his agreement, accept a surrender of such lease at any
time after the date of the meeting of creditors if so required to
do so by the Supervisors but this shall not of itself prohibit the
Supervisors from admitting a claim for future rent for voting or
for dividend purposes as if no surrender has been or were to be
made as the case may be.
38 Ambiguity
Where any part of these conditions incorporates any provisions
of the Act or Rules and such condition gives rise to an ambiguity
or inconsistency, then the Supervisors shall within their absolute
discretion resolve such ambiguity or inconsistency as they shall
think fit and the exercise of such discretion shalt not be open to
any challenge by legal proceedings or otherwise by any creditor
bound by the Arrangement or by the Company or by any person on
their behalf.
39 Third Parties
The Company's release as referred to in clause 37 above shall
not prevent any of the creditors from suing or recovering payment
from any of the persons who may have become in any manner liable
for payment of any debts of the Company but the creditors shall be
entitled to all their remedies against such persons in the same
manner as if this proposal and approval had not been made and
given.
40 Exclusion Clause
The Supervisors shall not, with regard to any power or
discretion set out herein (provided they have not acted
fraudulently), be responsible for any loss, damage, liability or
expense that may result from the exercise of any power, obligation
or discretion and in particular they shall not be bound to act at
the request or direction of creditors under any provision in this
Arrangement unless they are first indemnified to their satisfaction
against any proceedings, claims and demands for which they may
become liable for all costs, expenses and liabilities incurred
thereby.
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41 Modifications
In the event that this proposal is modified by creditors, either
at a meeting of creditors or at any other time, then in the event
of any conflict between those modifications and the proposal, the
modifications will prevail.
Bryan Alan Jackson Joint Administrator Heart of Midlothian
plc
Bryan Alan Jackson, James Bernard Stephen and Trevor Nigel Birch
of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 51-ID
were appointed Joint Administrators on 19 June 2013. The business
and assets of the Company are
now managed by the Joint Administrators. The Joint
Administrators act as agents of the Company, without personal
liability.
Bryan Alan Jackson is authorised to act as an insolvency
practitioner by the Institute of Chartered Accountants of Scotland.
Office holder number 5194. Jams Bernard Stephen is authorised to
act as an insolvency practitioner by the
Institute of Chartered Accountants of England Et Wales. Office
holder number 9273. Trevor Nigel Birch is authorised to act as an
insolvency practitioner by the Institute of Chartered Accountants
of England Et Wales. Office holder number
8086.
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APPENDIX 1
DEFINITIONS TO THE PROPOSAL
-
Definitions
1 Paragraph headings in the proposal are inserted for
convenience only and shall not affect the construction of this
proposal.
In the proposal, unless the context otherwise requires:
2 References to paragraphs and appendices are to be construed as
reference to the paragraphs of and appendices to the proposal.
3 References to any person shall be construed as references to
that person or that person's successor in title.
4 References to "the Company" or "the Club" shall mean Heart of
Midlothian plc - In Administration.
5 The Insolvency Act 1986 ("the Act")
The Insolvency (Scotland) Rules 1986 ("the Rules")
References to "Parts", "Sections", "Rules", and "Schedules" are
references to the Parts, Sections and Schedules of the Insolvency
Act 1986 and the Rules of the Insolvency (Scotland) Rules 1986, as
amended.
6 Creditors
Shall refer to unsecured, preferential and secured creditors
7 the Joint Administrators/Administrators
Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen
of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH 12
5HD
8 the Effective Date
For the purpose of the calculation of claims by Creditors in
relation to the CVA is 19 June 2013, this being the date of
appointment of the Joint Administrators
9 CVA/the Arrangement
The Arrangement means the terms of the Company Voluntary
Arrangement ("CVA") approved by the creditors provided by this
proposal and appendices, as may be modified by the agreement of the
creditors.
10 FoH
Foundation of Hearts, who have been named 'preferred bidder' in
respect of the sale of the Club.
11 the SPFL
The Scottish Professional Football League
12 the SFA
The Scottish Football Association
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13 Joint Nominees, Joint Supervisors
Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen
of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH 12 5HD
all being qualified to act as insolvency practitioners in relation
to the Company.
The expression "Supervisor shall mean Supervisors where more
than one person has been appointed Supervisor and where more than
one is appointed and the Supervisors will act jointly and
severally. Similarly, where only one person is appointed
Supervisor, the expression "Supervisors'. shall mean the sole
Supervisor. The expression Supervisor includes any successor in the
title whether appointed by the court or under the provisions of the
arrangement.
14 Preferential Creditor
Any Creditor of the Company whose claim was preferential within
the meaning of Section 386 of the Insolvency Act 1986, as amended
by the Enterprise Act 2002, whether the claim may be present,
future, contingent or prospective.
15 ABUB/BAB Ukio Bankas
This being AB Ukio Bankas in bankruptcy administration of the
Lithuanian court. Holder of a post Enterprise Act floating charge
over the business and assets of Heart of Midlothian plc, and a
Standard Security over the property at Tynecastle Stadium.
16 UBIG
Being Ukio Bankas Investicine Grupe plc, the holder of 50% of
the Club's shares.
17 Proceedings
"Proceedings" shall mean proceedings under Part I of the
Act.
18 Creditors, Security etc
"Creditor" and "security" etc and related expressions are to be
construed in accordance with Section 248 of the Act ("Secured
Creditor", etc). Secured creditors holding security shall rely on
the value of their security (unless surrendered) and not
participate in any distribution under the arrangement except to the
extent of any shortfall.
19 Preferential
"Preferential shall mean any debt or claim to creditors defined
in Section 386 (categories of preferential debts) and "preferential
creditor is to be construed accordingly.
20 Unsecured
"Unsecured" means any debt or claim where there is no security,
nor is it preferential and "unsecured creditor" is to be construed
accordingly. Such debts shall be provable up to the relevant
date.
21 Priority of liabilities
Preferential claims shall enjoy the priority specified in
Section 175 of the Act, thereafter unsecured creditors shall rank
equally amongst themselves and if there are insufficient assets to
meet them, they shall abate equally.
2
-
22 Proof of Debt
22.1 For the purposes of participating in a distribution
creditors shall prove their debts.
22.2 The proof of any debt or claim due by the company to a
preferential, secured or unsecured creditor, and the admission or
rejection of any proof shall take place in accordance with Rules
4.15 to 4.17 inclusive. If a creditor is dissatisfied with the
Supervisors decision in relation to the admission or rejection of
the creditors claim, the proving creditor must notify the
Supervisors within 30 days and may refer its complaint to the
creditors by way of a meeting or by way of a postal resolution as
set out in the proposal. If there is no majority decision, the
Supervisors' decision shall be deemed to have been confirmed.
23 Valuation of Security
23.1 The provisions of Rules 4.15 to 4.17 shall apply, unless
agreed to the contrary by the Supervisors.
23.2 A secured creditor who has put a value on his security or
has voted in respect of the unsecured element of his claim may, if
agreed with the Supervisors, re-value his security. Rules 4.15 to
4.17 shall apply where there is no agreement.
24 Dividend
24.1 Rules 4.66 to 4.68 (payment of dividend) shall apply, with
the exclusion of 552 a 53 of the Bankruptcy (Scotland) Act
1986.
The "insolvent" means the Company \the Club and "creditor" means
those creditors bound by the Arrangement.
25 Expenses
25.1 The expenses of the Arrangement shall comprise:
(a) the fees of any solicitors appointed by the Nominee, or of
any solicitor whose appointment by the Company for the purposes of
the application for the Arrangement is agreed to by the
Nominee;
(b) the amount to be paid to the Nominee by way of remuneration,
disbursements and out of pocket expenses (however these have
already been paid by the Company);
(c) tax payable on interest earned by funds under the control of
the Supervisors or tax on any assets realised and any costs or
expenses allowable to or by the Supervisors under these
proposals;
(d) legal or agent's fees and any adverse costs of legal action
incurred by the Supervisors;
(e) the remuneration, disbursements and out of pocket expenses
of the Supervisors; and
(f) those as provided in Rule 1.22.
26 Associate
"Associate shall be construed in accordance with Section
435.
3
-
27 Assets
"Assets" shall mean all of the Company's assets wherever located
regardless of whether they are included in the Company's statement
of affairs. Assets do not include any items, funds or undertaking
owned or given by any third party.
4
-
APPENDIX 2
STATEMENT OF AFFAIRS
-
Insolvency Act 1986
Heart of Midlothian plc Estimated Statement Of Affairs as at 19
June 2013
Book Value Estimated to Realise
ASSETS Tynecastle Stadium (1.) 13,750,000.00 Uncertain AB Ukio
Bankas (2.) (15,488,290.00) Deficiency c/d (15,488,290.00)
Fixtures & Fittings/Memorabilia (3.) 2,307,000.00 54,000.00
Leasehold Property (4.) 2,148,000.00 NIL Book Debts (5.) 426,437.00
110,000.00
164,000.00
LIABILITIES PREFERENTIAL CREDITORS:- Insolvency Service (6.)
26,600.00 Employees Wage Arrears (7.) 57,000.00 Employees Holiday
Pay (8.) 5,000.00
88,600.00 75,400.00
DEBTS SECURED BY FLOATING CHARGE PRE 15 SEPTEMBER 2003 OTHER PRE
15 SEPTEMBER 2003 FLOATING CHARGE CREDITORS
NIL 75,400.00
Estimated prescribed part of net property where applicable (to
carry forward) 18,080.00 57,320.00
DEBTS SECURED BY FLOATING CHARGE POST 15 SEPTEMBER 2003
Deficiency b/d 15,488,290.00
15,488,290.00 (15,430,970.00)
Estimated prescribed part of net property where applicable
(brought down) 18,080.00 18,080.00
Unsecured non-preferential claims (excluding any shortfall to
floating charge holders) Trade & Expense Creditors (9.)
1,165,030.00 Employees (10.) 58,500.00 Insolvency Service (11.)
50,000.00 HM Revenue & Customs (12.) 1,881,066.00 Loan from
Supporter Trust (13.) 5,000.00 UAB Ukio Banko Investicine Grupe
(14.) 8,151,497.00 Milson Capital Corp (15.) 1,223,989.00 Ensco 165
ltd (16.) 509,464.00 Football debt (17.) 535,180.00
13,579,726.00
Page 1 ol 3 05 November 2013 08:43
-
Insolvency Act 1986
Heart of Midlothian plc Estimated Statement Of Affairs as at 19
June 2013
Book Value Estimated to Realise
Estimated deficiency/surplus as regards non-preferential
creditors (excluding any shortfall in respect of F.C's post 14
September 2003) (13,561,646.00)
Shortfall in respect of F.C's post 14 September 2003 (brought
down) (28,992,616.00)
Issued and called up capital Ordinary Shareholders (18.)
14,691,935.00
TOTAL SURPLUS/(DEFICIENCY)
Notes
14,691,935.00 (43,684,551.00)
1. The Joint Administrators instructed Jones Lang LaSalle
("JLL") to provide a valuation of Tynecastle Stadium. So as not to
prejudice the current sale process, the valuation provided by JLL
has been excluded from this report. The Book Value is based on 2012
statutory accounts.
2. UAB Ukio Bankas Investicine Grupe ("UBIG") held a standard
security over the property at Tynecastle Stadium, created on 18
March 2011, registered 5 April 2011. UBIG also held a floating
charge over the assets of the Company, created on 4 February 2011
and registered on 10 February 2011. On 6 December 2012 an agreement
was executed whereby the floating charge and the standard security
in favour of UBIG were assigned to AB Ukio Bankas ("ABUB"). In
addition to this UBIG provided ABUB with a share pledge whereby
43,341,208 of UBIG's shareholding in the Company were transferred
to ABUB.
3. The Joint Administrators have instructed Manning & Elder
to provide a valuation for the Fixtures & Fittings and
Memorabilia. Book Value is based on the 2012 Statutory
accounts.
4. The Company has a leasehold interest in the training ground
facility at Riccarton, Heriott Watt University. A Nil value has
been assumed for this. Book Value based on 2012 Statutory
accounts.
5. Book debts figure is based on the books and records of the
Company. The estimated to realise figure is based upon the
anticipated potential recoverability of the sums outstanding.
6. The Insolvency Service are still to submit a formal claim.
The provision is based on the redundancies to date in line with the
capped statutory allowance.
7. Employee wage arrears consist of the sums due to employees in
excess of the Insolvency Service's payments. This also includes
sums due to the retained employees in respect of their unpaid
wages, subject to statutory limit.
8. Holiday pay is estimated based on information provided by the
Company.
9. Attached is a list of unsecured creditors which has been
obtained from the Company's books and records as at the date of the
Joint Administrators' appointment.
10. This is the estimated unsecured element of the employees'
claims, subject to formal adjudication.
11. This is the estimated unsecured element of the Insolvency
Service's claim, subject to formal adjudication.
15,430,970.00
Page 2 of 3 05 November 2013 08:43
-
12. HM Revenue & Customs ("HMRC") debt consists of
outstanding PAYE, NIC and VAT. This is in line with the formal
claim received from HMRC.
13. Heart of Midlothian Shareholder Association gave the Company
a short term loan of 5,000 to pay players' wages last season which
remains outstanding.
14. This relates to various loans made to the Company and as
UBIG's security was assigned to ABUB, the debt is unsecured. The
outstanding balance has been taken from the Company's books and
records.
15. This represents a loan to the Company provided to pay the
players' wages. It was assigned to Milson Capital Corp in March
2013. The balance includes 352,878 which has been converted to
Sterling as at the date of appointment.
16. From investigations to date, it is unclear as to whether
this sum is actually due by the Company. The matter will be
clarified in due course.
17. The football debt relates to players' arrears of wages as at
the date of Joint Administrators' appointment, together with the
balance of wages due to the redundant players under the terms of
their contracts. It also includes sums due to other football clubs
and the football authorities as at the date of appointment.
18. This represents 146,991,350 ordinary shares at 10p. This
shareholding figure is prior to the share issue of October
2012.
Page 3 of 3 05 November 2013 08:43
-
APPENDIX 3
LIST OF KNOWN CREDITORS
-
BDO LLP Heart of Midlothian nit B - Comnanv Creditors
Key Name Address
CA04 Al Minibus & Coach 577 Wellesley Road, Methil, Fife,
KY8 3PD 100.00 CA05 ADT Fire and Security plc Cash Allocations
Dept, PO Box 352, Manchester, M16 9XY 1,033.00 CA07 Arnold Clark
Finance Ltd St. Georges House, 163 St. Georges Road, Glasgow, G3
6LB 24,385.09 CA08 Alan Dick 5 Sinclair Place, Falkirk,
Stirlingshire, FK2 7QR 50.00 CA09 Alasdair Fraser ARF Turf
Services, 26 Merchiston Mews, EDINBURGH, EH10 4PE 528.00 CAOB
AllStar Business Solutions PO Box 1463, Windmill Hill, SWINDON, SN5
6PE 100.00 CAOC Alexander Szatmari 12 Rue d'Echtemach, L-6617,
Wasserbillig/Luxembourg 9,100.00 CAOD AB Ukio Bankas 0/0 lark
Grunte Sutkiene , Didzioji 23, LT-01128 Vilnius, Lithuania
15,488,290.92 CB02 Baltic Clipper Gedimino pr. 64-62, LT-01111,
Vilnius, Lithuania 631.16 CB03 Bank of Scotland Merchant Services,
Basildon House, Christopher Martin Road, Basildon, Essex, SS14
100.00
9AA CB04 Bank of Scotland Thistle House, City Road, Chester,
Cheshire, CH88 3AN 970.86 CB05 Beswicks Sports Ltd 3,000.00 Sigma
House, Lakeside, Festival way, Festival park, Stoke on Trent,
Staffordshire, ST1
5RY CB06 BOO Gases Customer Service Centre, PO Box 12, Priestley
Road, VVorsley, Manchester, M28 2UT 490.20 CB07 British Red Cross
Shared Service Centre, 3rd Floor, 1 Smithhills Street, Paisley, PA1
lEA 76.32 CB08 British Telecommunications Telephone Payment Centre,
Durham, DH98 1ST 3,024.36 CB09 BT Global Services PP M3042 Z,
Colindale House, The Hyde, London, NW9 6LB 67.50 CBOA British Gas
Business Payment Area 60, Camberley, GU95 lAW 589.00 CBOC BruceRae
Property Management 110b St Stephen Street, Edinburgh, EH3 5A0
442.10 CBOD Business Line UAB Rinktines g 3/Seimyniskiu g 11,
Vilnius 204,143.37 OBOE BMI Healthcare Ltd 0/0 Icon Collections
International Ltd, Excel House, 133 Homesdale Road, Bromley,
Kent, BR2 9LE 790.00
CCO3 Cable & Wireless Communication PO Box 815, Milton
Keynes, MK3 5JP 2,198.42 0004 Mr James Calder 1,411.00 Medical
& Billing Collection, Bell Lane Office Village, Bell Lane,
Little Chalfont, Bucks,
HP6 6GL
[The creditor listing has been updated to reflect actual claims
received to date. Where no claims have been received, anticipated
sums due are based on the information obtained from the Company's
records (per the Statement of Affairs)]
Page 1 of 8
PS SQL Ver. 2013.03 41583
-
BDO LLP Heart of Midlothian olc
- Company Creditors
Key
CCO5
Name
Cameron Presentations Ltd
Address
Burnfield Road, Giffnock, Glasgow, G46 7TH 4,625.00 CCO6
Campbell Medical Supplies Unit 2, Victoria Estate, Violet Street,
Paisley, PA1 1PA 100.00 CCO8 Cardiac Services The Acumen Centre,
First Avenue, Poynton 152.40 CCO9 Charlie Irons Coaches Ltd 44
Baberton Crescent, Edinburgh, EH14 5BP 100.00 CCOA Chamic Peter
Johnston, Gorgie Road, Edinburgh 100.00 CCOB Childcare Vouchers Ltd
50 Vauxhall Bridge Road, London, SW1V 2RS 100.00 CCOC II Clocco
Fraz. Castelvecchio, Pascoli, 55051, Barga (LU), Italy 11,468.51
CCOD Citroen UK Ltd 221 Bath Road, Slough, Berkshire, SL1 46A
5,232.50 CCOE Clearwater Technology Ltd 22 Langlands Avenue, Kelvin
South Business Park, East Kilbride, Scotland, G75 OYG 5,156.80 CCOF
Clouds 18 Forth Street, EDINBURGH, EH1 3LH 6,870.00 CCOG Coerver
Coaching Scotland Centrex House, 1 Simpson Parkway, Kirkton Campus,
Livingston, EH54 7BH 948.73 CCOH Concept Group Ltd Concept House,
Fairbaim Road, Livingston, West Lothian, EH54 6TS 841.95 COO'
Copymade Ltd 3 + 3A West Maitland Street, EDINBURGH, EH12 5DS
100.00 CCOJ Corona Energy Retail 2 Ltd Edward Hyde Building, 38
Clarendon Road, Watford, WD17 1JW 29,720.79 CDOO The Insolvency
Service Ladywell House, Ladywell Road, Edinburgh, EH12 7UR 0.00
CD01 D J Alexander 52-54 Dundas Street, EDINBURGH, EH3 6QZ 6,323.03
CD02 David Cameron 99 Camus Avenue, EDINBURGH, EH10 6QY 110.00 CD03
Miss Amal Daher 512 Guardianswood, Edinburgh, EH12 6PG 120.00 CD04
Dataserve UK 19 Hawick Street, Yoker, GLASGOW, 013 4EN 160.99 CD05
DC Lighting Services 1C Ainslie Street, West Pitkerro Ind. Estate,
DUNDEE, DDS 3RR 543.60 CD06 DJB Fire & Safety Training 1
Glendinning Way, Kirkliston, EH29 9HH 48.00 0007 Duffield Harrison
LLP Rathmore House, 56 High Street, Hoddesdon, Hertfordshire, EN11
SEX 1,816.68 CD08 Daisy Communications Daisy House, 16 Lindred
Road, Lomeshaye Industrial Estate, Nelson, Lancs, BEG 5SR 1,474.24
CE01 Ensco 165 ltd Exchange Tower, 19 Canning Street, Edinburgh,
Midlothian 509,464.22 CE02 Eamonn Collins 55 Woodford Downs,
Clondalkin, Dublin, D22 5,000.00 CE03 Edinburgh Chamber of Commerce
Capital House, 2 Festival Square, Edinburgh, EH3 9SU 674.40 CE04
Elite Medicale Savanoriu, Pr. 235, Kaunas, Lithuania 229.86 CEOS
Errington Associates 40 Colinton Road, EDINBURGH, EH10 5BT 100.00
CEOS Egidijus Valiauga Ausros st. 27-2, Kaunas, LT-44157 860.00
IThe creditor listing has been updated to reflect actual claims
received to date. Where no claims have been received, anticipated
sums due are based on the information obtained from the Company's
records (per the Statement of Affairs)]
Page 2 of 8 IPS SQL Ver. 2013.03 41583
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BDO LLP Heart of Midlothian nle B - Comoanv Creditors
Key Name Address
CE07 Equinti Limited Highdown House, Yeoman Way, Worthing, BN99
6DA 0.00 CF01 Fife Imaging Associates 21 Braebum Drive, Currie,
EH14 6AQ 900.00 CF02 Fountain Court Apartments 1 Lower Gilmore
Bank, Edinburgh, EH3 9QP 100.00 CGOO GE Capital Solutions 2630 The
Quadrant, Aztec West, BRISTOL, B532 4GQ 307.00 CGO1 John Gibson 150
Kingsknowe Road North, EDINBURGH, EH14 2EE 2,520.00 CGO2 14 Albany
Street, Edinburgh, EH1 3QB 100.00 Glenham Property CGO3 Graeme
Rankin Sports Mgmt Ltd 86 St Andrews Drive, Bridge of Weir, PA11
3JD 12,000.00 CG04 Green Star Media Ltd Meadow View, Tannery Lane,
Bramley, Guildford, Surrey, GUS OAB 77.00 CG05 Greentech
(Sportsturf) Ltd Block 5 Unit 1, Bandeath Ind Est, Throsk,
Stirling, FK7 7NP 1,056.00 CGO6 G4S Secure Solutions (UK) Ltd The
Manor, Manor Royal, Crawley, West Sussex, RH10 9UN 12,087.57 CG07
GroupCall Limited The Estate House, 201 High Road, Chigwell, Essex,
IG7 5BJ 175.35 CHOO HM Revenue & Customs - VAT National
Insolvency Unit, 5th Floor, Regian House, James Street, Liverpool,
L75 1AD 646,851.66 CH01 HM Revenue & Customs Debt Management,
Enforcement & Insolvency Service, Dunington Bridge House,
Barrington Road, Worthing, BN12 45E 1,881,065.58
CH03 Hectic Life 1 Townhill Road, Dunferrnline, Fife, 10'12 OQY
62.50 CH04 HBJ Gateley Wareing Exchange Tower, 19 Canning Street,
Edinburgh, EH3 8EH 44,312.27 CH05 Heriot Watt Sports Village Ltd
Finance Office, Lord Balerno Building, Riccarton, Edinburgh, EH14
4AS 5,125,528.00 CH06 Highlander Kilt Hire Ltd 17b Almondvale
Centre, Livingston, EH54 6NB 430.00 CH07 Hitachi Capital (MI
Finance) Kiln House, Kiln Road, Newbury, Berkshire, RG14 2NU 7.03
CH08 Holiday Inn Aberdeen West West Hill Drive, WestHill,
Aberdeenshire, AB32 6TT 55.00 CH09 Homespring Ltd Unit 10, 78
Albion Road, Edinburgh, EH7 5QZ 499.28 CHOB Heart of Midlothian
Shareholder Association Malabar Cottage, 119 Redford Road,
Edinburgh, EH14 5,000.00 C101 Impact Signs 139-143 Deerdykes View,
Westfield Industrial Estate, Cumbemauld 6,469.50 C102 Interlux Ltd
10M Consulting Limited, Research Avenue North, Riccarton,
Edinburgh, EH14 4AP 254.14 C103 Interface Environment Management
Ltd, Lasswade House, 2 Lasswade Road, Edinburgh, EH16 6RZ 591.68
CJO1 James Armstrong & Co Ltd Ampere Road, Newbury, RG14 2AE
1,500.00 CJO2 Johnston Carmichael 7-11 Melville Street, Edinburgh,
EH3 7PE 100.00
[The creditor listing has been updated to reflect actual claims
received to date. Where no claims have been received, anticipated
sums due are based on the information obtained from the Company's
records (per the Statement of Affairs)]
Page 3 of 8 IFS SQL Ver. 2013.03 41583
-
BDO LLP Heart of Midlothian olc B - Company Creditors
Address
Lilac Cottage, Hanyburn Road, Lauder, Berwickshire, TD2 6PB 65
Ferrytield, Edinburgh 14 Carnoustie Place, Glasgow, 05 BPS Ir
Beisbolo Klubas, Raudonvario pl, 93, LT-47180, Kaunas 35 Soho
Square, LONDON, W1D 3QX Pramones pr. 4, LT-51329 Kaunas, Lietuva
Vaci ut 99, H-1139 Budapest, Hungary Gedimino pr. 12a, LT-01103
Vilnius, Lithuania The Braidwood Motor Co Stadium, Aldershot Road,
Livingston, EH54 7DN PO BOX 1959, Liverpool, L69 3JL The Causeway,
Worthing, West Sussex, BN99 6DA Blake House, Hatchford Way,
Birmingham, 826 3RZ Clarke Road, Bletchley, Milton Keynes, MK1 1ZR
PO Box 321, Road Town, Tortola, British Virgin Islands 23 Anson
Road, Victoria, Manchester, M14 5BZ FA Licensed Agent M091 Glenbum
House, 21 Braeburn Drive, Edinburgh, EH14 6AQ Advanced Imaging
Centre, Tavistock House, Tavistock Square, London, W1H 9LG 46
MacDowall Road, Edinburgh, EH9 3EG Recruitment Limited, 3rd Floor,
Wellington House, 20 Queensmere, Slough, Berkshire, SL1 1DB
Accounts Receivable, Pentland House, 47 Robb's Loan, Edinburgh,
EH11 2NL Financial Services Centre, Evans Business Centre
Mitchelston Drive, Mitchelston Ind Est, Kirkcaldy, KY1 3NB
[The creditor listing has been updated to reflect actual claims
received to date. VVhere no claims have been received, anticipated
sums due are based on the information obtained from the Company's
records (per the Statement of Affairs)]
Page 4 of 8 IPS SQL Ver. 2013.03 41553
Key Name
CJO3
Jane Lofthouse Johnston CJO4 James Sandison CJO5 J Thomson
Colour Printers CK00 Kauno Futbolo CK01
Key Sports Management Ltd CK02
Korelita CK03 KPMG Tanacsado Kft. CLO1
Lietuvos Rytas CLO2
Livingston Football Club CLO3
Liverpool Football Club CLO4 Lloyds TSB (Equinit) CLO5
Lex Autolease Ltd CLO7 LYCO DIRECT LIMITED CM03 Milson Capital
Corn CM04 Ian Maclennan CM07 Tony McGill CMOS Dr Scott McKie CMOA
Meriden Hospital CMOB Dr Andrew Murray CMOD Michael Page
International
CNO1 NHS Lothian CNO2 NHS Fife
335.50 660.00 100.00
13,431.40 23,049.16 52,610.56 1,190.00
37.46 2,718.00
46,625.49 17,165.72 1,159.49
889.05 1,223,989.43
335.00 19,625.41
700.00 790.00 250.00 100.00
313.10 739.64
-
BDO LLP Heart of Midlothian olc B - Comnanv Creditors
Key Name Address
CNO3 North Lanarkshire Council PO Box 9060 (Broadwood), Civic
Centre, Motherwell, ML1 1SH 100.00 CNO4 Northgate Vehicle Hire Ltd
Norflex House, 20 Allington Way, Darlington, DL1 4DY 1,337.93 CNO5
Norwood Hall Hotel Garthdee Road, Aberdeen, AB15 9FX 100.00 CNO6
Nuffield Health Leicester Hospital, Scraptoft Lane, Leicester, LE5
1HY 4,645.00 C000 OG law firm Ltd Borgartuni 25, 105 Reykjavik,
Iceland 5,000.00 C001 Orange PO BOX 330, Sales Ledger, Darlington,
Co Durham, DL1 4FT 5,896.02 CP02 PHS Group plc Block B, Western
Industrial Estate, Caerphilly, CF83 1XH 3,474.50 CP04 Paton Plant
Limited Whistleberry Road, Hamilton, ML03 OEJ 3,290.00 CP05
Pendrich Height Services Ltd 78/82 Carnethie Street, Rosewell,
Midlothian, EH24 9AW 5,866.68 CP06 Performing Right Society Ltd PO
Box 2397, LONDON, W1A 2RU 13,995.37 CP07 Pitch International LLP 17
Brewhouse Lane, Putney Wharf, London, SW15 2JX 3,925.26 CP08 PPL
Sport & Leisure Ltd 16 Dempster Building, Atlantic Way,
Brunswick Business Park, Liverpool, L3 4BE 1,313.00 CP09 PPL 1
Upper James Street, London, W1F 9DE 4,133.51 CPOA Premier Sports
Management International Limited, 60 Hill Street, Monifieth, Angus,
DD5 4DE 13,048.00 CPOB ProKit UK Limited 37a The Old Brickworks,
Church Road, Harold Wood, Essex, RM3 OHU 100.00 CPOD Professor
Ernest Schilders London Hip Arthroscopy Centre, Wellington
Hospital, South Building, Wellington Pl., St 2,410.00
Johns Wood, London, NW8 9LE CRO3 Rapide Communication Ltd Heron
House, Mil!bum Hill Road, University of Warwick Science, Coventry,
CV4 7H5 176.37 CRO4 Respublikos Investicija A. Smetonos g. 2,
LT-2600 Vilnius, Lithuania 62.13 CRO5 Runos Vertimai Kumeliu g.
16-29, Kaunas, Lithuania 43.47 CRO6 RWN Orhtopaedics Ltd Spire
Murrayfield Hospital, 122 Corstorphine Road, Edinburgh, EH12 6UD
100.00 CRO7 Ryden Lettings 100 Hanover Street, EDINBURGH, EH2 1DR
100.00 CRO9 Robert Graeme Wilson 25 Swanston Terrace, Edinburgh,
EH10 7DN 150.00 CROB Reed Specialist Recruitment 120 Coombe Lane,
London, 5W20 OBA 1,200.00 CS09 Spie Matthew Hall Ltd 2nd Floor, 33
Gracechurch Street, London, EC3V OBT 7,265.36 CSOA Spire Healthcare
/ BUPA Spire Healthcare Finance, PO Box 212, Salford, Greater
Manchester, M5 3PF 3,118.67 CSOB Scottish Water Business Stream, PO
Box 420, 55 Buckstone Terrace, Edinburgh, EH10 6YN 10,378.54 [The
creditor listing has been updated to reflect actual claims received
to date. Where no claims have been received, anticipated sums due
are based on the information obtained from the Company's records
(per the Statement of Affairs)]
Page 5 of 8 PS SQL Ver. 2013.03 41583
-
BDO LLP Heart of Midlothian le B - Comoanv Creditors
Key Name Address
CSOC Steve Hutchison 11 Walker Terrace, Edinburgh, EH11 2BH
3,430.72 CSOD Scottish Police Authority Finance Department, Police
HQ, Fettes Avenue, Edinburgh, EH4 1RB 17,715.60 CSOF Scottish
Ambulance Service National Headquarters, 1 South Gyle Crescent,
EDINBURGH, EH12 9EB 3,504.60 CSOG Scomac Catering Equipment Ltd 1
Bell Square, Brucefield Industry Park, Livingston, EH54 9BY 100.00
CSOH Scottish Power (Stadium) Cathcart Business Park, Spean Street,
Glasgow, G44 4BE 9,644.59 CSOI Cathcart Business Park, Spean
Street, Glasgow, G44 4BE 5,467.27 Scottish Power (Ticket Office)
CSOJ Scottish Power ( Admin Block) Cathcart Business Park, Spean
Street, Glasgow, G44 48E 1,254.00 CSOK Scottish Gas Business PO Box
254, Camberley, Surrey, GU15 3YH 247.92 CSOL Scrubbers Laundry
73175 Hamilton Road, Bellshill, ML4 1AG 162.00 CSOM SDMS 9 Pearson
Road, Central Park, Telford, Shropshire, TF2 9TX 342.86 CSON
Securevent Security Ser 5 Greenpark, EDINBURGH, EH17 7TA 12,309.95
CSOO Scottish Football Association Hampden Park, GLASGOW, G42 9AY
5,611.15 CSOP Shanks Waste Management Ltd Unit 22 Nursling
Industrial Es, Oriana Way, Southampton, S016 OYU 1,009.72 CSOQ
Scottish Hydro Electric PO Box 13, Havant, P09 5JB 139.82 CSOR
Jordan Shearer Ferndale, Upper Gills, By Wick, Caithness, KW1 4YD
90.00 CSOS Shred-it (East of Scotland) 161 Cocklaw Street, Kelty,
Fife, KY4 ODH 457.20 CSOT Sky Business PO Box 1805, Livingston,
West Lothian, EH54 7XG 116.92 CSOU Slaters George Street, Edinburgh
100.00 CSOV SNS Group 15 Fitzroy Place, Glasgow, G3 7