Form 4 20 Rule 4 34 - CVL The Insolvency Act 1986 Statement of Company's Affairs Pursuant to section 95/99 of the Insolvency Act 1986 For Official Use To the Registrar of Companies Company Number 00076185 Name of Company SIT Controls (UK) Limited 1/We Adrian Duncan 3rd Floor, Queensbury House 106 Queens Road Brighton, BN1 3XF the liquidator(s) of the above named company attach a statement of the company affairs as at 05 July 2013 Signed L / Date 05 July 2013 7 A IMUELILA Jackal Advisory ' SATURDAY ‘A Software Supplied by Turnkey Computer Technology Limited Glasgow 13/07/2013 COMPANIES HOUSE Rule 4 34-CVL Form 419 Statement of Affairs Statement as to affairs of SIT Controls (UK) Limited on the 5 July 2013 the date of the resolution for winding up + Statement of truth \ believe that the facts stated in this Statement of Affairs are true Full Name Chal Ne Signed \y J Dated wS/EPf tors SIT Controls (UK) Lunited Statement Of Affairs as at 5 July 2013 A - Summary of Assets Estimated to Assets Book Value Realise £ £ Assets subject to fixed charge Assets subject to floating charge Uncharged assets Landiord =, 3,278 00 3,278 00 HMRC - VAT Refund 14,046 00 14,046 00 Cash at bank 994,126 77 994,126 77 inter Company Debtors. 323,032 00 323,032 00 Estimated total assetsav stable for preferential creditors wm 47334,48277 i; if - a) Signature fy Date S /o ) {2c ‘3 wy I SIT Controls (UK) Limited Statement Of Affairs as at 5 July 2013 Al - Summary of Liabihties Estimated to Realise £ Estimated total assets available for preferential cred:tors (Carried from Page A) 4 334,482 77 Liabilities Preferential Creditors - __ Nit Estimated deficiency/surplus as regards preferential creditors —_—— 1,334,482 77 Debts secured by floating charge pre 15 September 2003 Other Pre 15 September 2003 Ftoating Charge Creditors NIL “4,334,48277 Estimated prescnbed part of net property where applicable (to carry forward) oe oe eee Nit, Estimated total assets available for floating charge holders 1,334,482 77 Debts secured by floating charges post 15 September 2003 NIL Estimated deficiency/surpius of assets after floating charges aT “4 (334,482 77 Estimated prescribed part of net property where applicable (brought down) a - Nit Total assets available to unsecured creditors 1,334,482 77 Unsecured non-preferential claims (excluding any shortfall to floating charge holders) Trade & Expense Creditors 124 00 Creditors - Inter Company 8,796 00 HM Revenue & Customs. 356 60 Pension Scheme Monthly Contribution Due 19,827 00 Pension Scheme Liability - S75 Deficit 6,069,000 00 oe 6,098,103 00 Estimated deficiency/surpius as regards non-preferential creditors (excluding any shortfall in respect of F C's post 14 September 2003) (4,763,620 23) Estimated deficiency/surplus as regards creditors Te (4,763,620 23) Issued and called up capital Preference shareholders 55,000 00 Ordinary shareholders 677,750 00 732,750 00 Estimated total deficiency/surplus as regards members ~~ (9,496,370 23) ~ 7 ) Signature ware Date as L We > ‘y TO SIT CONTROLS (UK) LIMITED NOTES TO THE DIRECTORS’ ESTIMATED STATEMENT OF AFFAIRS Assets Landlord i have been advised that the amount of £3,278 is due from the landlord in relation to the performance deposit paid for the use of offices HMRC — VAT Refund A VAT refund is due to the Company for £14,046 This refund relates to the period of April to June 2013 Cash at Bank Ihave been informed that the total cash at bank as at 3 July 2013 is £994,127 Inter Company Debtors The inter company debtor balance of £323,032, includes commission due from Sit La Precisa SpA in accordance with the sales made from January to March 2013 Liabilities Trade and Expense Creditors The Company has £124 00 trade and expense creditors Inclusion in the list of creditors is not an admission of the debt stated and non- inclusion of any creditor does not prejudice that creditor's rights to make a claim against the company Inter Company Creditors The Company provided inter company support which was invoiced at the year end £8,796 remains outstanding in respect of this accrual HM Revenue & Customs There Is a lability of £356 00 due to HM Revenue & Customs (HMR&C) for National Insurance contributions and benefit abilities accrued from April to May 2013 Pension Scheme Monthly Contribution The amount of £19,827 represents a contribution payment for June 2013 which was due to the Pension Scheme Pension Scheme Liability — Section 75 Deficit The actuarial valuation as at 6 April 2012, estimated a Section 75 deficit in respect of the Scheme of £6,069,000 Deficiency Account A deficiency account has been produced and reflects estimated trading profit of £1,672,123 for the period 1 July 2013 to 5 July 2013 This information was extracted from the records of the company and recent correspondence I Wy SH CONTROLS (UK) LIMTED ‘Summary of Statutory and Accounting information Company number 76185 Incorporation dete 2711903 Former name (date changed} NA Oate af fatest annual retum 2406/2013, Date of latest thad accounts 31062013 Company director Name Appoinied Resigned ‘Mr Glenpecis Ansetny OIMS2O12 NA Me Fube Cami V6MS2071 T2212 Fedenco Oe'stefant 05/93/2000 1214272012 Mr Paots Groff 1470212008 O7TMBR014 Company secretary Mr Vincent Jamie Gosiing 01/10/2004 NA Registered Office Westone Wefington Steal, Leeds Uniled Kingdom 151 4BA Previcusty UAKS West Moor Park Yorkshie Way Doncaster Yorkshie ON3 3647 Principat business activities ‘Other business suppor service activities noi elsewhere classified Authorised share capital Ordinary Shares Preference Shares 6 777 500 58 000 issued share capital 8777 500 ordmary shafe of EO 1 ‘§$ 000 preference shares of £1 Shareholders Name Holding Si7 Contos BY 8 777 500 ordinary share at£0 1 SIT Controls BV 55 000 preterance share of £1 Mortgages & charpes Charge Hotder Registered Satisfied Date The Royal Bank of Scotland Fixed charged on purchased debt Commercial Services Ltd 01/36/2002 2370472008, Appointment of New Trustee Prasent Trustees J W Close {J W supplement to Trustee Bray 2121908 NIA Accounting information Protoss before ProfitiLose tor the Period Ended Tumover (in €] Operating Pratiulose {ine} tax {ink} year {inc} Prof & Lass Account as at Year and 31 Cecember 201t 439 G00 24.000 {6.000} (36 000) Year end 21 Qecember 2010 Stt 000 437 000 107 000 82.000 Yaar and 21 December 2009 515.000 65.000 41.000 3000 Total Assets Leas Current Nat (Utabilitles}/ Sharehotders Perlod Ended Nat Current Assets {in€} Lhabilities (In €j ension Ltablttty {ia £} Assets (In €) Funds (ia €} Balance Sheet as at Year ond 30 June 2013 1199 567 1199 567 (2.095 G00) (895 433} (896 433) Year end 31 December 2011 (484 000 1 484 000 41308 000} 176.000 176 000 Year end 31 December 2010 1.624 000, 1624 O00 (1 186 000) 434,000 43a 000 Year end 31 December 2009 1526 000 1827 000 4t 139 000) 388 000 388 000 ye SIT Controls (UK) Limited Estimated Deficiency Account For the period from 1 July 2013 to 5 July 2013 Amounts written down for the purposes of the Statement of Affairs Refund due from Landlord NG HMRC - VAT Refund Nil Cash at Bank Nit Debtors - inter Company Ni Total assets written down on the Statement of Affatrs Items arising on insolvency of the Company Additionat claim on Penston Scheme - Section75 deficit (3 974 000) Profit and Loss Account as at 30 June 2013 (2 461 743) Assumed trading profit for the period 1 July 2013 to 5 July 2013 4 672 123 ee Deficiency to Creditors (4 763 620) COMPANY HISTORY SIT Contrals (UK) Limited was incorporated on 27 January 1903 It is a wholly owned subsidiary of SIT Controls BV The principal activities cared out by the company were sales, after sales and technical support of the parent company products for residential heating appliances, industrial ovens, gas fuelled engines and domestic appliances It derives its income from commissions on sales in the UK of the Group's products The Company operated a defined benefit pension plan known as SIT-Bray Limited Retirement and Death Benefit Plan (the scheme), and the Company was the sole participating employer The Company made a loss after taxation of £262k on a turnover of £439k for the year ended 31 December 2011 (FY11) with approximate cumulative losses after taxation amounting to £3 8 million for the six years to the year ended 31 December 2010 (FY10) The preliminary actuarial valuation prepared in 2012, indicated a scheme deficit under Section 75 of the Pensions Act 2004 of approximately £6 milhon SIT SpA has provided a guarantee to the Plan for £15 millon In July 2012, the Trustees had proposed a recovery plan whereby £1 milton was to be patd as an intial ump sum with further annual payments of around £200k over 20 years to include the expenses of the scheme The directors of SIT Controls (UK) Limited reviewed the Company’s financial pasition in the light of the Trustee's expectations and the funding deficit in the pension scheme They formed the view that the Company would not be able to support the scheme in the long term, nor afford the stepped-up contributions likely to follow a pension scheme deficit In May 2013, Stephen McCleery (Orsingher Orthu - legal advisor to the Company) approached Jackal Advisory, on behalf of the Directors, to discuss and review the options available to the Company Based on Jackal Advisory’s preliminary review of the Company's financial statements, which showed sustained operating losses and Its marginal balance sheet position, it was clear that the Company is insolvent, with a significant lability due to its pension scheme The director sought professional insolvency advice from Jackal Advisory and it was decided that the best course of action would be to place the Company into Creditors’ Voluntary Liquidation A written resolution was passed by the shareholder and director on 25 June 2013 where the Director resolved that Jackal Advisory be engaged to prepare the Company for Liquidation Notices of the meetings pursuant to Section 98 of the Insolvency Act 1986 were circulated to all crechtors on 26 June 2013 : Yay A Jackal Advisory SIT Controls (UK) Limited B - Company Creditors Key Name Address £ csoo C/O Aon Hewitt 3 THe Embankment, Sovereigh Street, Leeds, LS1 4BJ 19,827 00 CG00 Gozco Solutions Ltd 71 Church Street, North Cave, East Yorkshire, HU15 2LJ CHOO 12000 HM Revenue & Customs 31 Lisbon St, Leeds, West Yorkshire, LS1 4SA 356 00 RGOO Mr Gianpaolo Anselm Westone, Wellington Street, Leeds, LS1 1BA 000 CNao Network Space Lid 400 cso! SIT La Precisa SpA Vaile dellindustria, 31/33, Padova, Italty 8,796 00 CPOO SIT-Bray Ltd Retrement & Death Benefits Plan C/O Aon Hewtt, 3 The Embankment, Sovengn Shreet, Leeds, LS1 4BJ 6,069,000 00 CcToo The Pension Regulator The Pensions Regulator, Napier House, Trafalgar Place, Bnghton BN1 4DW 000 8 Entries Totatling 6,098,103 00 Jackal Advisory SIT Controls (UK) Limited C - Shareholders Key Name Address Pref Ord Other Total HS0O SIT Controls BV Industneweg 35 c, 7903AH, Hoogeveen 55,000 6,777,500 0 6,832,500 4 Entnes Totalling 6,832,500 Signature Page 1 of 1 wy IPS SQL Ver 2010 03 July 2013 16 35