Viewing
08038304_MzExMTI0NTY3M2FkaXF6a2N4_SoA.txt
Rule 2 29 ‘ ' Form 2.16B
The Insolvency Act 1986 2 z 1 6 B
Notice of statement of affairs
Name of Company Company number
Arise Capital Limited 08038304
In the Court case number
High Court of Justice, Chancery Division, Leeds 711 of 2014
District Registry
(full name of court}
We, Phillip Sykes Neville Side
Moore Stephens LLP Moore Stephens LLP
150 Aldersgate Street 150 Aldersgate Street
London London
EC1A 4AB EC1A 4AB
attach a copy of -
“Delete as “the statement(s) of affairs,
applicable “the statement(s) of concurrence,
in respect of the administration of the above company
ones Wetih GL
Joint Administrator
Dated oft Vi
Contact Details
You do not have to give any contact Phillip Sykes
information in the box opposite but tf Moore Stephens LLP,
you do, it will help Companies House to 150 Aldersgate Street
contact you If there is a query on the London
form EC1A 4AB
The contact information that you give
will be visible to searchers of the
, 020 7334 9191
DX Number DX Exchange
z ~~] When you have completed and signed this form, please send it to the
x Registrar of Companies at -
& tASKBTCOF" Companies House, Crown Way, Cardiff CF14 3UZ DX 33050 Cardiff
Alt 08/11/2014 #261
COMPANIES HOUSE —
MSADM4114/S10/09/11
Rule 2 29 Form 2 14B
STATEMENT OF AFFAIRS
| Name of Campany Company Number ~
Arise Capital Limited 08038304 |
1
In the | | coun case number
|l
!
High Court of Justice, Chancery Division, Leeds District Registry | 711 /2014
Statement as to the aftairs of
Anse Capital Limited
5 Keble House
Manor Fields
Putney
London
on the 29 August 2014, the date that the company entered administration
Statement of Truth
i believe the facts stated in this statement of affairs are a full, tue and complete statement of the affairs of
the above named company as al 29 August 2014 the date that the company entered administration
Full Name CheIS TO AER Pert Tt
Signed
Dated Ori vat
Insolvency Act 1986
Arise Capital Limited
Statement Of Affairs as at 29 August 2014
A- SUMMARY OF ASSETS Cost or Book Estimated to
Value Realise
£ £
Assets subject to fixed charge - 0 0
Assets subject to floating charge - 0 0
Uncharged assets -
Cash at Bank - £753 753 753
Cash at Bank - US$977,204 (Note D) 599,512 599,512
Sin City 2’ & "Machete Kills' - Deferred Revenue (Note E)
0
Estimated total assets available for preferential creditors 600,265
x
Signature —ogs= Date ot Wiley
‘ . Insolvency Act 1986
Arise Capital Limited
Statement Of Affairs as at 29 August 2014
A1 - SUMMARY OF LIABILITIES
Estimated to Realise
Estimated total assets available for preferential
creditors (carried from Page A)
Liabiltes
Preferential Creditors -
Estimated (deficiency) / surplus as regards preferential creditors 600,265
Debts secured by fioating charge pre 15 September 2003
2
Estimated prescribed part of net property where applicabte { to carry forward)
Estimated total assets available for floating charge holders 600,265
Debts secured by floating charge post 15 September 2003
‘
Estimated (deficiency) / surplus of assets after floating 600,265
charge holders
Estimated prescibed part of net property where applicable (brought down)
Total assets available to unsecured creditors 600,265
Unsecured non-preferenttal claims (excluding any shortfall to floating charge holders) (830,181)
Estimated (deficiency) / surplus of assets after non-preferential creditors
Estimated deficiency after floating charge where applicable (brought down)
Estimated (deficiency) / surplus as regards creditors
Issued and cailed up capital -
Estimated total (deficiency) / surplus as regards members 69,084
Signature we Aor Date OV. ih
a
Ti WYO #0
oo Let oes
+
BUON TODS) sand sowed OD)|
suo rae Ze pave
euon ase & FAL ZS Aauing ‘weay) eaRUpUY SoUne |
‘peoy anezSnyy 22d) $7 ‘asnoH aaosD|
‘BUON {OPE OF ATION 9 Aue
HIE WZ3M ‘vopUy
‘SPI@t4 BUT s,ujOIUN] 99)
‘ON (280 OF KGS GSM “SPUeTPIN uaudarg suRgoY
359M ‘IEEM ‘NeUUO)S "WANS VIEW 29)
‘UONT/ 98 SZ GNP TIMS Yopucy ‘peay)| povuiry sesU9S Gidy]
areBUeY £E-SE 90d FUOSURH BZ SZ
paindsip # umpalesh 150 die TIS] waupy w1ked)
9tn 10 Ayprea ey), Rese #AuNdUIOD JOA hRLD pexyefieys Budwoy OABY o) ELMO] ‘uopuc} ‘eassaiyeg ‘eaug Aajaneg ZT ‘A 2€1d!
7
fuoey ved
soon, | Autos og soypen fg prey Auroes Aue jo #909 3090 40 JuNOUry (epoarsed LW) sseny WRUIP
20 2OEIOIDES
7 DWN
uorenetsod + Kumduos sus ui Aedosd Joao eng JO uORUMe) DuTUD 8I0YDE.D CNY S20LU0T 20 EpOOD jo Addins Oug 10 @QURADR UI pred siuMOWwE BUMS SOWOIENS CIN fUeWweE.E ees [FUOTIBLOD JO Ourses| ONELD SSELUNd-ey OPER s:0NPS AiquEPI ysMW MOA BION
SHOLKTSYS ANVANOD 9
PhO weNOnyEZ Te Ee EEL 10 eWwEIES
peyury rendey ery
WA
Hil s-\2 — ayeg LAT I amoutis
000") TWLOL
'
S61 ‘ S6) t ~Keurpo Xa6 uaydals ‘SuIqqoy
6SM ‘SpueIPIW ISANA ‘HESIEN|
‘WEUUOIS "898NS UIE) 79
S6z 1 S6Z b “Kieulpig ANP] paywry sbuiploH asd)
LIM ‘Yopuo7 'peoy ajebyeg
ZE-GE PO s,ewosueY gz-Sz|
Ou t OL L Keupsoy dLe LMS uopudy easiayeg] Wigy selauyny Jo) oa1snq Se) UeUpy JajAes
‘SAU Adjaned ZL‘ Ved
Oor + 00% v ‘KeUpiOl dL€ tims vopuoy easiayeq uelpy Jakes
‘anu Aajaaed 21 ‘geld
Ei 3 3
pley Saseys aueus psy
dn paireo junowe jo, | dn payeo aveys zed yunowy jossquiny $0 JUNoWe jeuIWON | sareys jo adA, {aposjsed ws) ssauppy JBPIOYBIEYS jO BWEN
aBed si) 0} paypeye aq Aew siopoyaseys SAuedwioo ou jo ISl| © JUMIUAAUO S10W f] SION
SYSCIOHSYWHS ANVdWOD - 3
pboz snBny 62 ye se sulepy yo juEWIAIENS
pazusry jeyideg asuy
o”
AL W 19 ayeq
ae aumjeubis
StU} BSOY} WOY SoNUSAg Pauajap Aue aalaoar IM Auedwog Ajayyun si suesul
eyayeM Juawdneoa: 9y) ul UoNIsod s,AuedWwoD YM PauIqwicd SuUUIY ay} JO UORNAISIP PUe UONSNpoud
jo 1809 ALR SA BdIYO XOg BU} IE ,SIIIY Hoye, 2 .Z Arg ulg, jo SouRuUOpad Jood aul 3
abueyo oy Palgns st Heyy 0 jaWaje\g ou) aledald O| pesn uaaq sey 13 O€9 LSSN jo ayes SbuUeYOXE LY” i]
0D @ SHINO] Je Sjunoooe Yue UI Ze v0Z'L26$SN sey Auedwiog aul Gg
SHEMYJO JUBWA}ETS Oy) UI PapNOUl TON Sle paindsip ase uy oF Pao ae Sule Jake UeUpy YoIyM (Sesuedxe puke Sdo) JSaJajUl) SjunOWe |enuelog 5
Sep JO JUSWA}E]S 3y) UI PapNpul LON He sesuddxa pue saa} dy] Suaydayg aoow g
SUEYY JO JUSWI}EIS
Sy) Ul Dapnput LON we (pL 80 6Z PalEP JepIO UONeNstUIUpY OU} Ul PaduEiajau / JOPJO UOeNSIUIUUpe Ue JO} UORRaIddy sJafAeg UeUpy 0}
Buel: aSOU) four) UONEISIUILUPR au} UI SISOD Y
Sulv4dv 40 LNAWALVLS OL SSLON-G
PLoz isnBny 6z 1e se seyy JO JAWS
payury jeydey asuy
oy
Form 2.15B
Rule 2.29
Statement of Concurrence
Name of Company Company number
Anse Capital Limited 08038304
In the Court case number
High Court of Justice, Chancery Division, 711 of 2014
Leeds District Registry
(full name of court)
(a) Insert full name and With regards to the Statement of Affairs of (a)
address of registered Artse Capital Limited
affice of company to (‘the company’)
which
statement of affairs
relates
(b) Insert date statement made on (b) IP SELTE
MEE LL Ard CArcornTE) As AT
of truth on the statement BA AUSOST Que roe
of affairs was made
(c) Insert full name of by (c)
person who made the
statement of truth on tha CUR sve neR PE vi
Statement of affairs being
concurred with )
Statement of Truth
Spepue CHuAMLES bEVAP? MoKzoS
(d} Insert full name and | (d)
address of person making mire STREET, STRROMLL D4ESATL LOST ab
62,
statement
“Delete as applicable *concur with the Sta! ent of Affairs @ above companydnd | believp-tfiat the faets /
stated in the Stat ent of Affairs a full, true and corfiplete statement of th ‘airs of the
company on t date that it entgfed administration ‘
OR
“concur with the Statement of Affairs of the above company, subject to the following
qualifications
(9) Please list matters in
the statement of affairs ©) Pléasf& s€é acm cned
which you are not in
agreement with, or which
you consider to be
erroneous or misleading,
or matters to which you
have no direct knowledge
and indicate reason for
listing them
and believe that, subject to these qualifications, the facts stated in the statement of affairs
are a full, true and complete statement of the affairs of the company on the date that it
entered administration
Full name STR 7 HG) crancés AMEVAN Lofr.nf
7 a min
Signed
Dated Rt ocniet bo. we
/
Software Supplied by Tumkey Computer Technology Limited, Glasgow
ARISE CAPITAL LIMITED IN ADMINISTRATION (‘COMPANY’)
STATEMENT OF NON-CONCURRENCE- STEPHEN CHARLES BEVAN ROBBINS
3™ OCTOBER 2014
SUMMARY
I WOULD REFER YOU FIRST TO THE SUBITLEADINGS ‘SUMMARY’? AND
*PROPOSED_ DISBURSEMENTS’ WHICH APPEAR AT THI END OF THIS
STATEMENT AND AHEAD OF THE EXHIBITS THERETO.
Roles & Responsibilities/Directorial Consideration to the Company
1 Twas tequued to assign 100% of my time to the Company and to have no other active
business interests outside the Company
APFB was tequired to assign 50% of Mi Pettit’s time (in heu of those services to be
to
provided by him in his capacity as ‘General Counsel’ as defined and recorded in the
last draft of those Organisation Guidelines and Regulations dated 12 March 2013 the
1elevant exeits of which are attached as pait of Exhibit A), and that of Mr Ashwin
Desai, to the Company in line with and as agreed by all shareholdeis of the Company
This in retuin for a 50% contractual financial contribution by the Company to the
oveihead of APFB Services Limited including the costs of engaging Mit Ashwin
Desai
3 Mr Gayle: was requued to assign 0 % of his time to the Company for those reasons
detailed in Paragraph 19 below
4 Between | March 2013 and 2 May 2013, Mi Gayle: attended to Company matters
only either remotely by email o1 by sporadic attendance at the Company’s offices
Any physical attendance at the Company's office by Mi Gaylei was solely to meet
and discuss with Mr Pettit those of theu othe: interests outside of the Company as
detailed in paragraphs 1! ~ 16 below (‘Other Interests’) in which Mr Gayler was
involved Neither Mr Gayler nor Mr Pettit, nor any enuty associated with or
established for and in connection with the Other Intetests, made any contribution to
the overhead of Arise Pictures Limited in lieu of such Othei Interests notwithstanding
the Company’s contribution to same
From 2 May 2013 to date Mr Gayle: has not attended to any of the Gayle: Duties, as
defined in Paragraph 19, or attended the Company offices on a single occasion
Despite repeated requests, by both myself and M1 Pettit, Mr Gayle: was unwilling to
engage in the Gayler Duties or any othe: matte: during such period either verbally im
wiiting or in person, for and on behalf
of the Company except in 1elation to the
Disputed Gayler Costs as defined in patagiaph 32 below Fuithermore, even with
1egaid to both the Disputed Gayle: Costs and the Company Dispute, also as defined
below, at no point between 2 May 2013 and 23 June 2014 was Mi Gayle willing
cithei to meet o1 speak with Mi Pettit and myself, Stephen Robbins, both of whom
made themselves, with notice, consistently available
Mi Mukheia was 1equired to assign 0% of his ume to the Company pnioi to being
appointed, if ever, Chief Financial Office: of the Company
introduced the SC2 Facility, as defined in paragraph 20 below, to the Company
Twas given sole authority, by all of Mr Gaylei, Mr Pettit and the Company to (a)
haise, without consultation with the othe: directois and shareholders of the Company,
with all patties to the SC2 Facility and (b) oversee repayment of the SC2 Facility
See Exhibit B
On 19 March 2013 I wrote to Mi Gaylei asking ‘Do we also need to sort out job
specs for you (Mr Gayler) and Chris? (Mr Pettit) Mi Gayler responded stating
‘Steve, Critical stuffts to sort your JD (Job Desciiption) & consulting agreement
resolved & get your feet under the desk’ I'll sorta BoD roles & responstbilities doc
for Chris & I’)
10 On 10 April 2013 Mr Gayler wrote to me, copying Mr Pettit, with regard to the CEO
consultancy agreement for myself stating ‘I've accept all changes’ Please feel
free to highlight the few remamimg points that you want to clarify and/or discuss,
which we'll address this week Chris (Pettit) will then conduct a final review next
Monday, then we should be in good shape to have a brief conversation regarding the
commercial aspects of the Agreement as previously agreed and then sign the final
document My 1ole as CEO/Head of Lending of the Company, as drafted by Farrer &
Co and approved by Mr Gayler and Mr Pettit, 1s set out in part of Exhibit A
‘Other Interests’
11 APFB Holdings Limited maintains a significant, I believe 100%, interest in Arise
Pictures Limited Mr Pettit was entitled to a monthly fee of £3,125 plus expenses in
consideration for such provision of his services to Arise Pictures Limited
12 Mr Pettit retained an interest, in a percentage unknown to myself and without the
authority of ether the Company or the shareholdeis of APFB Holdings Limited, in a
spoits agency business whose offices were maintained at the premises of the
Company
13 Mr Pettit and Mr Gayler were joint promoters and prospective shareholders, in
petcentages unknown to myself and without the authority of either the Company o1
the shareholders of APFB Holdings Limited, in a US$1 billion vintage car museum,
Foimula | racetrack and hotel funding venture to be based either in Singapote or
Hong Kong Flight uckets had already been purchased by Mr Gayle: on a non-
refundable basis for himself and Mr Pettit to promote such funding venture I refer
you to all emails between Mr Gaylei, M1 Pettit and Matthew Chew
14 Mr Pettit and Mr Gayler were joint promoteis and prospective shaieholders, in
percentages unknown to myself and without the authority of either the Company or
the shareholders of APFB Holdings Limited, in a US based gold exploration and
exploitation funding venture
15 Mr Gayler maintains an interest, in a percentage unknown to myself, in Monza
Capital Limited as approved by the Company
16 Mr Gayler was promoter and shareholder of Afghan Retiograde Special
Opportunities Investments, an entity established for the purchase, 1epatiiation and on
sale of second hand munitions used in the war in Afghanistan See Exhibit C
17 Mr Mukhera was, unt] summer 2013 a tull time employee of BAI, with the approval
of the Company, and thereafter retained an interest, again with the full knowledge of
the Company and in a percentage unknown to myself, in all of Abingdon
Securities/Corporate Finance Limited, Athena Coiporate Finance Limited and
miscellaneous other interests
Undisputed Remuneration
18 Mr Gayler’s otiginal investment tn the Company of £350,000 (‘Gayler Loan
Principal’), as evidenced by that Shaicholdet’s Agreement dated 23 October 2012,
was based upon a ‘London Cost’ in the aggiegate amount of £400,000 On | March
2012 the Company wiote to Mi Gaylet attaching certain ‘Supplementary
Information’ detailing the breakdown of that £400,000 ‘London Cost’ including, inter
alia, an entitlement of myself, Stephen Robbins the ‘CEO/Head of Lending’, to
consultancy fees of £140,000 pet annum, an entitlement of AFPB Services
Limited/M: Pettit, the ‘COO/Head of Legal & Business Affaus’ to consultancy fees
of £95,000 per annum and an entitlement of Mi Gayle: to consultancy fees of zero
per annum with no commitment, verbal o1 in wiiting, from any of the Company,
APFB Services Limited, APFB Holdings Limited, Chis Pettit, Abu) Mukhera or
myself, Stephen Robbins, to Mi Gayler being paid consultancy fees of anything other
than zeio See Exhibit D
19 Mr Gayler’s entitlement to zero consultancy fees, as detailed in paragiaph 18, was to
reflect (a) the consideration for Mr Gaylet’s investment in the Company being a 51%
shareholding therein together with a coupon (‘Coupon’) of 8 % per annum on the
Gayle: Loan Principal (b) Mr Gaylei’s only key roles in the Company being those
detailed in Exhibit E (‘Gayler Duties’) (c) M1 Gayler being wholly entitled to pursue
his interests outside of the Company with the exception of those Othe: Interests that
might or did encroach on Mr Pettit’s and APFB Services Limited’s ability to
perform their obligations to the Company and to Arise Pictures Limited and (d) Mr
Gayler not being required to contribute anything to the business development and
revenue streams of the Company
Company Investments & Returns
20 Between the Company’s inception and | March 2013 the Company invested (a)
US$560,000 in a facility for After Daik Films Inc Inc ((ADFI Facility’) and (b)
US$ 1,500,000 in a facility intioduced by me to the Company (‘SC2 Facility’) for the
ultumate benefit of the producers of the film “Sin City 2”
The ADFI Facility and the SC2 Facility were the only investments in the lifetime of
the Company
The ADFI Facility was drawn down 20 April 2012 and 1epaid 24 January 2013
generating US$154,000 of income for the Company
23 The SC2 Facility was repaid 3 September 2013 genetating US$603,938 of income for
the Company in addition to a perfoimance related deteried entitlement to US$489,360
which, post release of the film, now has an anticipated value of nil
No further investments were made by the Company, and no further income was
generated by the Company, it becoming doimant putsuant to Coutts and Company's
freezing of the Company’s bank accounts which fteezing in itself was pursuant to that
Company Dispute insugated by Mr Gayle: as per paragraphs 28 and 29 below Total
income generated by the Company between inception and 3 Septembe1 2013 was
therefore US$757,938
Actual Company Disbursements
25 As at the date of this Statement of Non-Concurrence total expenses, consultancy fees
and Coupon on the Gayle: Loan Principal, in each and every case approved by all
parties and paid, amounted to the following
- £53,978 (comprising £24,000 (a ‘round sum payment’ as per the Company
‘Creditors’ Questionnaire/Statement of Claim’ foim) of consultancy fees and
£29,978 of expenses) to APFB Services Limited,
- £20,337 (compnising £16,000 (a ‘round sum payment? as per the Company
‘Creditors’ Questionnaire/Statement of Claim’ form) of consultancy fees and
£4,337 of expenses (paid as to £1,519 in January 2013 and £2,818 April 2013)
to myself Stephen Robbins,
- £5,000 of consultancy fees to Abit Mukhera, and
- £28K of Coupon to Mr Gayler
All payments were specifically pre-approved by Mr Gaylet
No disbursements have been made by the Company since 25 April 2013. However
Mr Gayle: 1equested the retention on account, from any future revenues generated for
the Company from the SC2 Facility, of 6 months’ costs (expenses) and consultancy
fees See Exhibit F
Company Dispute
28 Notwithstanding Paragraph 27 herein, on qn September 2013 namely the first
business day following repayment of the SC2 Facility and receipt by the Company of
income of US$757,938 from the proceeds of the SC2 Facility, Mr Gayler converted
his floating chaige over the bank accounts of the Company into a fixed charge ove
the bank accounts of the Company This precipitated, also 4" September 2013, the
freezing of the Company bank accounts by Coutts & Company
On 8" Septembei 2013, the first of several occasions, including a formal demand
(circa 17 July 2014) to accept repayment but which was never submitted having been
pre-empted by that Application defined in Paragraph 32 below, the Company offered
In writing to repay the Gayler Loan Principal plus al] then outstanding Coupon
payments and associated withholding taxes (together with the Gayler Loan Principal
and Coupon ‘Gayler Debt’), it having sufficient funds to repay all such amounts (this
seemingly being unknown to the Court until that hearing dated 19" September
2014) but Mi Gayler either ignored o1 declined all such offeis
30 On 20 June 2014 a ‘final diaft Deed of Settlement’ was circulated by APFB Holdings
Limited providing for (a) the payment of the sum of £25,000 to myself, Stephen
Robbins, which APFB Holdings Limited had previously agiced notwithstanding that
such agreement would eliminate any possibility of APFB Holdings Limited receiving
any further 1evenues from the Company othe: than those expenses (as opposed to
consultancy fees) detailed in that statement of affaus dated 17 September 2014 and
calculated as at 29 August 2014 (‘Statement of Affairs’) and (b) the appointment of
independent auditors to calculate the lrabilities of the Company to Her Majesty’s
Revenues and Customs
31 On 23 June 2014 Mr Gayle: wrote to the parties suggesting a conference call so as to
attempt to 1esoive the Company Dispute and | agreed On 26 June 2014 I reiterated
this suggestion of a conference call between the parties and counsel to Mt Gayler
responded (a) not disagreeing with my receiving the sum of £25,000 and (b) agieeing
that ‘a conference call may still be a good idea’ APFB Holdings Limited
declined such request for a conference call between the paities on the grounds that it
was ‘no longer in our (APFB’s) best uiterests to settle ts dispute’ Ultimately the
resolution of the Company Dispute was 1endered impossible by virtue of the
differential of opinion between Mi Gayle: and APFB Holdings Limited as to the
wording and distinction between those wartanuies, representations, and indemnities to
be provided for in the final draft Deed of Settlement :eferenced in Paragraph 30
Pursuant to this differential all previously proposed amounts to be patd in leu of
expenses and consultancy fees, including for the avoidance of doubt those amounts
provided for in the Statement of Affairs and all preceding such statements and
associated invoices as prepared by APFB Holdings Limited, with o1 without my
agreement, are null and void and ate superseded by the contents of this Statement of
Non-Concurrence No further invoices have been attached either to this o1 to any
othe: ‘Statement of Claim’ form as these are considered unnecessary pending the
decision of Moore Stephens LLP
32 On 30 June 2014 Mr Gayler submitted an application (‘Application’) to the court
for the administration of the Company claiming, inter alia, costs in the amount of
£116, 574 (“Disputed Gayler Costs”) purpoitedly incutred 1n the enforcement of
repayment of the Gayler Loan Principal and then outstanding Coupon for which Mr
Gayle: had already been offered full payment fiom available funds of the Company
No timesheets of any nature have at any time been provided to the Company by Mr
Gayle: with tegaid to such Disputed Gayler Costs
33 On 10 July 2014 on a conference call with Fare: & Co at 10 15 am (who I undet stand
had already approached Moore Stephens LLP 8 July 2014), Mr Pettit confitmed that
APFB Holdings Limited and its primary shareholder Mr Pete: Aitken, and not the
Company, would be responsible for and lable for the costs, incurred after such
conference call, of any baiisters and Queen’s counsel engaged by APFB Holdings
Limited and/or APFB Seivices Limited in connection with the Disputed Gayler Costs
34 On 10 July 2014 I advised APFB Holdings Limited that I was in no way suppoitive of
the Company engaging eithe: Manleys Solicitors Limited o: Stephen Schaw Mille: of
12 New Square in connection with the submission of a witness statement (“Pettit
Witness Statement’) to the couit in response to the Application Any costs of APFB
Holdings Limited in the preparation of the Pettit Witness Statement (““APFB
Disputed Costs”) othe: than those to Farrer & Co (in the amount of £23,840 plus
VAT inclusive of the costs of Hannah Thornley of 3-4 South Square) (‘Farrer
Costs’) and South Square incutred prio: to 10 July 2014, were specifically not
approved by myself
35 On 11 July 2014 the Pettit Witness Statement was submitted to the Court for and on
behalf of myself, Stephen Robbins to the extent it incorporated advice puisuant to the
Fare: Costs and not, for the avoidance of doubt, the APFB Disputed Costs, citing,
inter alia, “ut essence, to the extent that Mr Gayler has an undisputed claim, he
refuses to pernut the company to pay lum To the extent of his disputed claim, he ts
using the admuntstration process as a dispute resolution mechanism’ Also included
in the Pettit Witness Statement were, inter alia, (1) details of APFB Holdings Limited
disputing the Gayler Disputed Costs and (11) reference to a loss of £4,147 85 (‘FX
Loss’) incurred by the Company further to exchange 1ate movements between (a) the
dates of Mr Gayler’s refusal to accept 1epayment of the Gayle: Loan Principal plus
all then outstanding Coupon and (b) 11 July 2014
36 The Company has no liability for the Disputed Gayler Costs which instead are for the
account of Mr Gayle: (a) on the grounds that Mi Gaylet 1ejected all offers by the
Company to repay the Gayle: Loan Principal and then outstanding Coupon (b) in
accordance with the arguments contained within the Pettit Witness Statement (c) on
the further basis that the Disputed Gayle: Costs weie not pre-agieed by the Company
and (d) as the Disputed Gayler Costs are neither potential liabilities of the Company
nor legitimate This effectively means that the Company 1s not insolvent
37 The Company has no lhability for the APFB Disputed Costs, which are for the account
of APFB Holdings Limited, in accoidance with paragtaph 34 above
38 Mr Gayle: disputes the Farrer Costs which were however only incuried and appioved
by the Company as a direct result of Mr Gayle: instigating the Company Dispute
39 Pursuant to Exhibit G, which prohibited any possibility of the financial position of the
Company detenorating o1 the cumulative habilities of the Company (potential or
actual) incieasing further, I dispute all penalties and interest accrued (Third Party
Disputed Costs’) after 7 August 2014 with all of Her Majesty’s Revenue and
Customs, Farret & Co and Maurice Andtews
SUMMARY
On the basis that,
I have been solely responsible within the Company tor the introduction and
1epayment of the SC2 Facility which in turn generated 79 68% of the total revenues of
the Company None of Mr Gayter, Mi Pettit, Mit Mukhera or APFB Services
Limited had either the experience to provide such a role and, as such, were in no way
1equired to perform such a role Any input into such matters, by either Mr Gayler or
Mr Pettt, albeit both negligible and, invanably inaccurate, was proffered on a pio
bono basis
I am the only individual or enuty whose tme was 100% allocated (‘SR Allocation’)
to the Company with no entitlement to pursue any othe: interests (including for the
avoidance of doubt the Other Interests none of which I had any involvement in) or
associated Coupon entitlement or compensation entitlement For the avoidance of
doubt my 50% interest in Perpetual Media Holdings Limited and, indirectly, 20%
interest in Perpetual Media Capital Limited, both as detailed in Form 2 15B, extend
only to ongoing litigation both such companies having ceased their film bridge
lending activities in January 201
I am the only individual or entity within the Company whose consultancy agieement
the Company sought to have reviewed, solely from a legal perspective the commercial
terms having already been pie-agieed as pet Patagiaph 10 above, by external counsel
(Fatrer & Co)
The allocation of Mr Pettit’s time, and that of APFB Services Limited, to the
Company was 50% (‘APFB Allocation’)
I am de facto Chief Executive Officer of the Company
My actual market value as at March 2009 was £125,000 per annum See Exhibit H.
My internal value to the Company, based upon a lending capacity of US$6,000,000
(‘Target Capacity’) was, as per Paragraph 18 above, £140,000 pe: annum (‘SR
Entitlement’) and that of Mr Pettit, for the ultimate benefit of Aiise Pictures
Limited, was £95,000 per annum (‘APFB Entitlement’)
The actual lending capacity of the Company (‘Actual Capacity’) was US$2,560,000
(US$2,000,000 fiom BAI and US$560,000 (assuming £1 = US$1 6 which was the
relevant exchange rate at the time of Mr Gayler investing in the Company) from M1
Gayter)
Mi Gayler’s investment in the Company coincided with the drawdown date of the
ADFI Facility namely 20 April 2012
¢ The Company was effectively dormant, operationally incapacitated, unable to
undertake any future business and unable to generate furthe: revenues, with effect
from 4 September 2013 namely the date of the fieezing of the Company accounts by
Coutts & Company pursuant to M1 Gaylet’s sole, and ultra vires in my opinion,
actions as detailed in patagraphs 28 and 29 above
e The Company was therefore active tot the period 20 Api 2012 through 4 September
2013 equating to 504 calendar days (‘Term’) This notwithstanding the supposed
later commitment by Mr Gayler of the Gaylet Loan Principal through 19 Octobe
2013
Entitlements to the capital of the Company may, I would respectfully suggest, be
calculable as follows:
To myself Stephen Robbins
Teim/365 (138) X (Actual Capacity/Taiget Capacity (4266%)) X SR_ Entitlement
(£140,000) X SR Allocation (100%) = £82,43199 (‘SR Gross Capital Distribution
Entitlement’)
SR Gross Capital Distribution Entitlement (£82,431 99) less £16,000 already received (see
patagiaph 25 above), equals £66,431 99 (‘SR Net Capital Distribution’)
To APFB Services Limited
Teim/365 X (1 38) X (Actual Capacity/Target Capacity (42 66%)) X APFB Entitlement
(£95,000) X APFB Allocation (50%) = £27,968 00 (APFB Gross Capital Distribution
Entitlement’)
APFB Gross Capital Distitbution Entitlement (€27.968 00) less £24,000 already received (see
patagiaph 25 above), equals £3,968 00 ((APFB Net Capital Distribution’)
PROPOSED DISBURSEMENTS
Ay;
Firstly, to the administrators of the Company Moote Stephens LLP, their costs
and fees incuned with theu administration of the Company
les]
Theteatter, on a part passu basis !
(1) To Mr Gayler the sum of (1) the Gayler Loan Principal PLUS (11) any unpaid
Coupon due as at 19 Octobe: 2013 LESS (111) the FX Loss
(11) To Farrer & Co the Farre: Costs
(iu) To Maurice Andtews the sum of £4,656 plus VAT
(iv) To Her Majesty’s Revenues and Customs all amounts due as at 7 August
2014 including outstanding withholding tax due on the Coupon
(v) To APFB Services Limited the APFB Net Capital Distribution
(v1) To myself, Stephen Robbins, the SR Net Capital Distribution
(vn) To APFB Services Limited expenses of £32,782 77
(vin) To myself, Stephen Robbins, expenses of £4,194 77
Ia
Theieafter, on a pat passu basis, a capital disttibution to shareholdeis in
accordance with that Shareholder’s Agreement dated 23 Octobe: 2012
Notes:
M1 Gayle: to pay the Gaylet Disputed Costs, inte: alia as applicable, from his
share of B and C above
APFB Holdings Limited and/or Mi Peter Aitken to settle the APFB Disputed
Costs, inter alla as applicable, from theu share of B and C above
Mr Gayler and APFB Holdings Limited and/or Mr Pete Aitken to settle, on a
50/50 basis, the Third Party Disputed Costs, inter alia as applicable, from their
respective shares of B and C above
Except as approved by myself herem | dispute any and all Administration
Expenses, as exhibited to the Statement of Affairs, in respect of Mr Adiian
Gayle, APFB Holdings Limited, Manleys Solicitors Limited, Stephen Schaw
Muller of 12 New Square, Hannah Thornley of 3-4 South Square, Mauzce
Andiews, Gateley LLP and Ben Harding at Kings Chambeis all of which were
incurred only as a result of the Company Dispute instigated solely by Mr
Gayler Fuithei, I dispute all Administration Expenses (as exhibited to the
Statement of Affairs) in respect of 1975 Consulting Limited which, as ts the
case of my own not insubstantial expenses, ove: and above those detailed
herein, are personal to Mr Pettit and aie not for the account of the Company
None of the above accounts fo: the opportunity cost of myself, Stephen
Robbins, and APFB Services Limited being lnmited fiom pursuing business
tlansactions and associated revenues outside the Company pursuant to their
being tequited to defend the Company Dispute instigated solely by Mr
Gayle:
13
EXHIBITS
Exhibit A
‘General Counsel’_(‘GC’) role as defined_and recorded in the last _draft_of_those
Organisation Guidelines and Regulations dated 12 March 2013:
. 12.1 The GC shall be appointed by the BoD He shall report directly to the
CEO
. 12 2 The GC shall have all necessary authorities for legal and compliance
matters within the Company In particular, he shall have the following
authorities and responsibilities CGC Duties’) with the right to delegate the
performance and implementation of such GC Duties further
. 12 2 | establish an organisational basis for the management of all legal and
compliance matte:s independent from any business line,
. 12 2 2 ensure together with the CFO that all license requirements are
continuously obsetved and that all regulatory reports are filed on a timely
basis,
. 12 2 3 be 1esponsible for the representation of the Company vis-a-vis the
lead regulator (excluding matters related to the Credit Charter, see section
[18 2 3a]] and co-ordinate with the CEO the 1epresentation of the Company
vis-a-vis other regulators and governmental authorities,
. 12 2 4 establish a policy as to the approval authoiities and the monitoring of
outside business activities of employees
Role of the CEO/Head of Lending of the Company, as drafted by Farrer & Co, and as
approved by Mr. Gayler and Mr. Pettit.
The Consultant 1s responsible fo the strategic leadership and duection of the Chent to ensure
its success today and future relevance, credibility, and viability The Consultant 1s responsible
for establishing the Client's o1ganisational objectives and priorities and for reviewing and
evaluating the progress and wo1k towards attaining its objectives and performance goals The
Consultant reports duectly to the Board of Directois (‘BoD )
Working Relationships: To ensure the best results for the Client, the Consultant actively
facilitates collaboration and partnerships throughout the film and television community and
by personally promoting the Client's participation
Internal Relationships: Working duectly with the BoD to develop the Client’s
organisational objectives, priorities and policies in support of the Client’s objectives and
peiformance goals As the leadei of the senior management team, the Consultant guides the
development of the Chient’s strategic and operational plans for management
External Relationships: The Consultant woiks directly with major stakeholders, investois,
banks, institutions and other lenders
The services provided to include:
e Overseeing compliance with any and all limits imposed by the shareholdets and providers
of debt to the Client
e Development and training of the Chent’s senior management, staff and consultants
¢ Development of future the Client's financial products
e Regulaily reviewing financial performance of balance sheets, cashflow statements,
management accounts, portfolio analysis, external teports to both existing and future
investors, boirowers and third party bridge lenders and compare/sensitivity analysis’ of
the Client's business plan to monitor compliance with or deviation from the original
business plan all as prepared by the CFO
¢ Review the loan book credit exposure, set and appiove any limits and ceilings and other
approphiate measures to monitor and manage the credit 11sk
e Establish a management organisation that avoids the cieation or appeaiance of conflicts
of interest and enables the Client to operate 1ts business in accordance with the strategy
approved by the BoD
e Issue policies necessary for the management and operation of the Client, to the extent that
this 1s not the responsibility of the BoD In particular establish a msk management and
legal and compliance policies for the proposed business Isnes
e Supervise, teview and coordinate business activities, initiatives, projects and
developments, and reconcile any issues
e Establish annually the strategic business plans, performance targets and budgets for the
Chent, including resource allocation, subject to approval by the BoD and implement such
plans
e Responsible for the implementation of resolutions of the BoD and its committees
e Approve key policies for the Client
e Ensure that proper standads for msk management are established, and define and
implement 118k management stiategies
e Ensute that the reporting duties to the BoD and its committees as stipulated in sections
6 3 of the Client's ‘Organisational Guidelines and Regulations’ are fulfilled
¢ Marketing of the Client to the film production, finance and investment community and to
future investors, providers of debt and third party bridge lenders
e Film Budge Finance
o Initial verification of producer bridging loan 1equests and produce: track record
including the film finance plan and haison with key peisonnel of each of the
paities to the permanent finance
o Negotiation of bridging loan te:ms and conditions with producers
o Collation of the permanent finance parties’ executed and legally binding
commitments, the film’s budget production schedules, cashflow schedule, talent
agreements and, if available, initial diafts of all key mult-paity long form
documentation
o Highlighting of any financial or legal anomalies with the produce: and all relevant
parties and clarification of corrective action
o Appointment of the Chent's film lawyers, to review the Client's draft offet letter
and prepare the Client's standad financing, security and provisional producer
deferral documentation, and the Chent's insurance advisor
o Pteparation and submission of imtial credit committee proposals and conditional
bridging loan offer letters, with respect to the Client's credit committee approval
o Execution of the conditional offer letter, final resolution of financial and legal
anomalies with all parties to the permanent finance and overseeing issuance and
negotiation of long form loan agreement and security documentation
© Pieparation and submission of the Client's final credit committee application to
review status of the Client's conditions precedent and associated waiver
recommendations, if any, and finalised documentation
© Pio-active monitoring of the production of the film and oveiseeing of the
finalisation and execution of all documentation pertaining to permanent financial
closing
¢ Member of the Chent’s BoD and representative on ciedit committee
KEY EXPECTATIONS OF CONSULTANT
e To deliver o1 exceed against the commercial tai gets of the Client's business plan
e To ensue compliance with the authorities and responsibilities as defined with the Chent's
OGR
Exhibit B
On 2 August 2013 Mr Pettit wiote to M1 Gayler stating ‘Dear Adrian Further to our call
this morning (LA) and lengthy and sensitive discussions with Steve during the course of
today, please confirm your acceptance to the followmg On behalf of the Arise Capital
Lunted (ACL) directors and shareholders Steve Robbins (SR) is hereby authorised
to immediately commence on 02/08/13 both oral and written dialog with BCL (the mode of
such communication to be at SR’s sole discretion) as necessary so as to expedite the
presentation of an oral proposal re SC2 by SR at a meeting of the ACL board for tts review
and approval (the ‘Services') For the avoidance of doubt, any such oral and written dialog
with BCL or any other party in connection with SC2 cannot and will not be used in
conjunction with any dispute or otherwise between SR and ACL including, but not limited to,
any matters connected to the rescission of SR’s temporary suspension from the board of
ACL Whilst SR is performing the Services, the ACL directors and shareholders acknowledge
that SR will not be required, but may elect to, attend to any other matters pertaming to ACL’
On 2 August 2013 Mi Gayle: responded to Mr Pettit ‘Dear Chris, as a director and
shareholder of ACL I hereby confirm my acceptance of your email’
On 6 August 2013 I wrote to Mt Gaylet, copying Mi Pettit, asking him to confirm that he
was ‘happy for me (Steve Robbins) to deal directly with Aldamisa, Robb Klem, Greg
Bernstein (parties to the SC2 film financing and the source of the Company’s repayment of
the SC2 Facility) and any other parties on this issue on the same basis as you have
authorised me to deal with Alastair on the SC2 transaction (as pet my email above of 2
August 2013) This with the additional proviso that, going forwards, | do NOT have to
minute telephone calls with any parties, including Alastair, on the SC2 vansaction Also that,
going forwards, | need only forward you emails and not necessarily copy you m on my
oniginal email or responses to others Can you please confirm on all four points’
On 6 August 2013 Mi Gayle responded, copying Mi Pettit, agiceing to and confuuming my
1equest above
Exhibit C
On 4 Septembe: 2013 Mi Gayler wrote to Mi Adtian Faubourne advising ‘Hi Adrian 1
trust that vou are well Over the past 4 months I have been in the ‘bunker' working with
the Albion & Heath (A&H) team who collectively bring an extensive knowledge of the Afghan
Retrograde special opportunities vestments, asset management and have a strong network
of industry contacts providing global coverage and sector intelligence The A&H team is
composed of former senior Department of Defence (DeD) and Central Intelligence Agency
officials — Please take a moment to read the following Daily Maul
article http AAvww datlymail co uk/¢news/article-239681 1/The-biggest-yard-sale-history-U-S-
mulutary-racing-sell-scrap-SOBILLION-egipment-Afghanistan himl We are ready to submit
an unsolicited proposal to the DoD, subject to the provision of a surety Bond in order to
purchase assets that the US Military does not want to repatriate from the Afghan theatre
Please find attached the Pitch Book and, which covers three opportunities we have
identified Expected timetable: Marketing Q3 2013 I know you are in fund raising mode,
however, thought tt best to keep you posted Shout uf you need anything from me — Adrian’
17
Exhibit D
See attached
Exhibit E
On 29" April 2013 Mr Gayler wrote to the Company attaching a job description for the
Chaiuman of the Company (Mr Gayle) as drafted by himself The diaft job description
stated ‘External Relationships: As well ay being chairman of the board, he (Mr Gayler) 1s
eapected to act ay the company’s leading representative, which will involve the presentation
of the company’s auny and policies to the outside world work proactively with the
CEO management oversight of company activites mvolving current shareholders and
evternal mvestors and potential futures shareholders and investors’
Exhibit F
See attached
Exhibit G
On 7 August 2014 I wiote, inte: alia, to M1: Gayle and Mi Pettit advising them ‘if you
so choose in my absence (on holiday) and irrespective of the contents of the attached or
anything that may be percetved by you to the contrary, you have m my absence FULL
AUTHORITY
from me (a) to make such payments on account to HMRC, in amounts that you
unanimously consider appropriate, on behalf of the Company (b) to make a payment on
behalf of the Company to Maurice Andrews m the amount of £4,656 excluding VAT and (c) to
make a payment on behalf of the Company to Farrer & Co in the amount of £23,840
ercluding VAT, 1 belteve that these are all of the creditor Liabilities that are accruing outside
of the control of the Board of the Company and/or tts individual directors’
Exhibit H
See attached
ARISE PICTURES CAPITAL (APC)
Staff Costs vs Industry Benchmark
ROLE REMUNERATION INDUSTRY BENCHMARK
{£) (£)
CEO / Head of Lending 140,000 200,000+
COO / Head of Legal & Business Affairs 95,000) 135,000+4
\ CFO / Finance Director 95,000 135,0004 |
x
3
5 LA Representative & Creative Advisor 45,000 N/A (Consultant Only)
3 1
WwW
Assistant 25,000 25,000 to 35,000)
|
TOTAL 400,000
2012 © Arise Pictures Limited All Rights Reserved 7
Cums ix €
From: Adrian Gayler <[email protected]>
Subject: Re: AM - Consultancy Fee, AG - Coupon, SR - Expenses
Date: 18 April 2013 08.03 00 BST
To: Steve Robbins <steve.robbins @arisepictures com>
Cc: Chris Pettit <chris.pettit@ arisepictures.com>
I'm | agreement with your approach.
Post SC2 we should keep 6 months of costs in clouding consultancy ffes on
account. If possible.
Best
A
Sent from my !Phone
On 17 Apr 2013, at 20.57, "Steve Robbins” <steve robbins @arisepictures com>
wrote
Thank you Chris
| will get you an invoice but note what you say in any event
Best wishes
Steve
Sent from my iPhone
On 17 Apr 2013, at 12 53, "Chris Pettit" <chris pettit@arisepictures com> wrote
Gents
Just checking you're happy for me to pay below / make transfer from US$ to £ a/
c of c.£10K
AM - £5K consultancy fees (due)
AG - £7K coupon (due 19.04 13)
SR - £2,818 82 expenses (invoice imminent (see attached breakdown))
As you know | haven't done expenses payable to APFB Services from AC for last
1/4 but FYI | doubt there will be sufficient monies to pay them, Cannes etc w/o
either receiving SC2 monies owing or utilising some of '5%' of BAI's loan
Popping to gym back in an hour
Ev WB ia YY
%
This email and attachment are sent on behaif of schrobbins@ yahoo co uk
If you do not want to recerve this email in future, you may contact scbrobbins@yahoo co uk directly
application for spam or junk email fitenng options ’ or you may consult your emall
Regards,
HP Team
PERPETUAL MEDIA CAPITAL ADVISORS LLP
LIMITED LIABILITY PARTNERSHIP
LLP Numsen OC344605
REGISTERED OFFICE Suite 14 56-58 BROAOWICS STREET, LONDON WIF TAL
Mr Stechen Charles Bevan Rubbust
28 St Aidun' s
Rusd
Condoa . wy a} Syeost ee ee foe “ i
i
$b RW ba 4 bet’ ~ :
2h March 2009 ;
Dear Mz Robtms ;
MEOIA CAPITAL ADVISOAB LLP (Le)
:
PARPETUAL
the exsculion. i
Followmg the successful complenon uf .he arrangements m relalsunco the creation of the LLP and
20:h March 2009 (‘LLP
ot the Parmersiip Ayreement between, inter ales, yourclf md the LLP datod :
Agscement’), #0 are pleas ed
to confirm your adiussion to the LLP as an Orchnary and Designated Member
Please rote however, bat
A susunary ofthe principal comms aad enndzvarct of your admissa Is sot out below
and Deagnated Member and ts
this lever onty provides a semmmury uf your tights and obligxbons as an Ord nary
therefore not corsprehensiva. Coasequertly, you should refer t the LLP Agragmans self tor Lhe defistve
torn
+ GATE OF ADMIGBION
TIP Agrecumay. You wilt
Me date of your sdeuision “othe LLP was 2th Vid 2009, beng the dats of he
oF are expelcd
Tema a Member (whether as an Ordinaay oF Deagnated Member) unr sich trme as ,ou cvure
from, tha LLI' in accordance with dso LLP Agresment.
2) DESIGNATION
be a2 Ordinary and Designate! Bomber af the
You will TTP You wi | not be an employee of te LLP
3. CAPITAL CONTRIBUTIONS
a share an the | LP
You have made a capital conmibunon to tae LLP As an Ingial Member you shall a.quire
equivalem to the amount of your capital coatribuhon.
4 VOTING RIGHTS
In the LLP cn all spacial
As ax Ordmary Member you have been sifacatod 20 per cent of the voung Fights
resotulivas, As a Designated Member your opprovat 1s required on all ordinary cesslutrors
S PROFIT SHARE
tp drawings trary the L1 ? as follows
la the LLP Agreement, you will be coptled
Pupsuaat
8s determined,
(a) Menthty Drawings — 05 0 Denigrested Member you will te anuitted to manthly drsw.ngs
mouthiy drawings sbail
frean time to time by an ordinary -esolcton of ths Deslgasted Members. Sueb
£10,417 per vatandst month for the 12 months from ad ineludmg 20th Viarch 2009 Yous
nat exceed
your monthly drawings oo the test day of cach caterer mcoth or the previvas
‘will Be cattied to ~woanva
and
day,ss
business day where that daze {s rot a busine
russlual drawmgs The
&b) Rasktual Drawings - 25 an Ordmary Member you will aso be coptled ts
of the LLP and your residun}
amours of your residue! drawings will dzpend ca the annual net peafits
of the Designated
drawings will be sllocaled to you following deductions for the monthly drewings
a8 so00 aS scasonahly prachooble
Members, You w it] be catuted to draw your residual drawings (if arty)
Jone
followmg the accountng reporting dite of the LI P which 1s currently 30
. ,
4. TAX
by you a retatica to tas profits H
You will be responsible for the payment uf any amounts of ax due and payable ;
of the LLP (inehiding for amy monthly and resdual drawings)
‘
7. OUTIBS TO THE LAP
LLP Agreement, Aa a Destgaated 1
Your dapes as an Ordmasy and Deslgnated Member sro set out in the ,
are also subject to number of slaiutory dunes which you must UI.
Menber, pou
{
regratared in Cagiand end Weles wih :
Pempenal taeda Cactcal Advisors LLP is a tmfted iaputy pertncrstip '
OC 344036 and ‘te registered is
cftos at Suite 14 56-88 Broadwick Street, London WIF TAI
regsiered number i
1
This email and attachment are sent on behalf of scbrobbins@yahoo co.uk
{f you do not want to recerve this email in future, you may contact scbrobbIns@yahoo co uk directly or you may consult your email
application for spam or junk email filtenng options
Regards,
HP Team
‘Yau are reqpared ty devore the whale of your working tome and attention to the business of He LLP and amest
diligently employ yourself in die businexs of thy LLP and cornice youre !f ina proper manner and 129 yuur best,
slo end enderwers co promote the susmets of the LLP to the grcarast edventige of the LL? ‘You must not
dircedlyof lodireetly carry on or be interessedin my business which competes with the bustwaess of the LLP
You must xf all bmes comply with all legishaaon, reyulatings, professional standards and other provisaoas as ey
govem the conduct of the business.or msy be determined by a special resolution af the members 43 standards to
he wnlumtanty apphed by the LLP to ins bonness
As a Dengnased Merter, you will (togethes with the cther Designated Meimbers) manage and control the
husitess end affiirs nf tha 11 P end will have tbe power
and authontyto urdertrke all such octs and to execute,
modify end perform on behalf of tho LLP all iuch cnatracts, deeds, chepaes, mindstes, Inurumeett oF
docurnen.sxs nay De necessary or desrrabis in conasctoa with the business of the LL?
@ HOLIDAY ENTITLEMENT
{tn adtinon ep nonost public bo'idays it England and Wales, za 0 Designated Member yuu will be antitled so 25
Cays' holiday in agyregaie in each calendar yens (which shall be calcu ated pro mta for any sborter penod) You
can tas your holiday erticiomeet at such times as may be -easonable
9 INDEMMITIES ANO EXPENSES
The CLP will Indemitty you frou: ain) against all bubitives, cunts, claums and expenses end any linbilsty meured
in deferd.ng proceedires arising out of payments by you or Labliucs Incurred by you in the proper performance
by you ef your duties a8 9 Member in che anual course of operat of the business of ‘he LLP ar le respec:of
anytherg necessarily dono by you for the preservatlon of the bua!neas and preperty of the LLP
You willbe entitledco charge and be refunded afl cet-of-pocket ewpenaes Licurred by you In cannostian wilh the
dusmess provided that 2] expenses must be vouched by an appenpriate receipt and VAT mivotce where
Apprupelate.
10 INBURANCE
The Nesignated Members will have the power ar the cost of Ure LLP, tu ubtain ard maintain weutance for ur far
the benefit of the Members agaumt any leshility uvcorredbs you oa respect of any acto1 umussion in the euiual oF
purported execution and descharge of your duties, powers and obligpnons ander the LLP Agreement or as
otherwise required by law
11 RETIREMENT T=.
You will be entrtied ta retire from the LLP upan givirg6 months" Pe»> catice
to the 14 P provided
that your
retarement is szproved by a xpecial resofutton of y AM
The LLP will de cniutled to expel pcu immedhanely by notice in writme for ccrtam spocificd reasons inciuding,
Gut not fiuted, lo (3) you vurimutting any inatanal or persistent beeaches of the LLP Agrecrocnt, (b} you
becomung unable o fay your debts or becoming bankrupt. (¢) you ace qunity of any serenss dishonesty groas
thbscondut or wilfil neglect of duty, (d} ynu ave convicted of a crsownal oifeace other thin a minor roed uatfic
oc similar minor offence nemediable by paying a fixed peoslty change, (2) you cease to bold my peofessianal
qual:ficatuon or cectification requised for the normal performance of your duthes a4 4 Designated Member
42 RESTRICTIVE COVENANTS
Qn the date oa which you ceaseto be 2 Member of the LL, you shall become subjertta » number uf restrictive
cpveremts for a pened of 9 months fo lowing such cossybon. Such covcuants inchade, but are not lumrtd to.
coventnts greventirg you from (i) competing with the 1) P and (11) <0 icrting or enticing away Som the LLP
customers, clisnts, agents or cmployces
of the LLP
11 COMFIDENTIALTY
Yoo bave unde-taken that you will rot at any ‘ime use drvulye or communscsts to amy person, other than to your
professional advisers ar sa may be required by law or any legn] or reguis*ory cuthordy eny canfidentral
informed and yuu shall use your reasaradle endeavours to prevent the publicsnon os dese'geure of any soch
confidential mformation.
We hope you Jad this summary helpfid sed look forward to working with you.
Yours sineecely
4
This emai! and attachment are sent on behali of scbrobbins@yahoo co uk
if you do not want to receive this email in future, you may contact scbrobbIns@ yahoo co.uk directly or you may consult your email
application for spam or junk email filtering options
Regards,
HP Team
yi :
“A 7Perpetual Medis Capital advisors LLP
fenton Tustin H
Fok Ave ot pete GE PuPrCo LanrTe aeotck
Cert, lof
ied. as Mat
ad anak auwa ¢
; ;
copy pe (a orignal Eewnere
povsane FAS
PATH
fuer Li
Anya Capital Limited (‘Company’)
‘Statement of Affairs Calcs
as a 29.08 14
US$ 1630 Es ie)
é uss vat
assats
Assets eubject tp a fired charge
Assets subject to a floating charge
Uncharped sxseca
Cash Bank (O29 08 14) 75213 977 206 37
Sin City 2 & Machete RRS deferred revenues [2]
75313 977,206 37
for pr 600 265.01
for or (carried
from page A) 600 265.1
Estimated deficiency /surplue 26 regards preferential creditors $00 265.01
Esumated prescribed part of net property where applicable {to carry forwerd) 600 265.01
Debt secured by floating charpes
Estimated deficiency /surplus Of sseets after fasting charges 600 265 01
Estimated prescribed part of net Oroperty where appicable {brought down)
Tatal aseets available to unsecured cregitore 600 285 01
Unsecured Non preferenciat cams
Adrian Gayter Loa (3]
Principat 350 000 00
Jess Foreign Exchange Losses [4} 414785
Interest (tesa withhotding Tax) |S] 3600 00
Total Repayment to Adrin Gayler 351 45215
Outstanding Expenses {ind VAT)
APB Services Limited (01 02 13 t0 31 08 13) = 2890941 4818-24
APF Services Limited (01 09 13 t0 32 10 13) 3873.36 69472
Stephen Rabeins (28 03 13 to 09 08 13) - 205847
Stephen Robbins (41 07 £3 to 25 12 £3) - 1336.60
‘Total Ouastanding Expenses (Incl VAT) 16 977 54
Outstanding Consuttancy Peas (incl, VAT}
APPR Services Ummitad (01 02 13 to 19 19 13) > 4306400 7.17700
Stephen Robbins (01 02 13 tw 19 10 13} 35 887 00 -
‘Total Outstanging Consultancy Fees (ine! VAT) 78.951 00
‘Outstanding Advisory Fees (Incl VAT)
Company Lega! Fees Farrer & Co UP 18.40.00 3140.00
Company Accountancy Fees Maurice Andrews 4656.00 776 00
Total Outstanding Advisory Fees {Inct VAT) 23.496 00
Estimated Owing to HMRC & Compenies House
Wicnnoiding Tax Liability BAL Co (MTTUS) Led [61 + 19865 44 31917 m1
Witnhoiding Tax Liability Adrian Gayler [5] 6 400 00
Corporation Tax Liability ta 3103 43 445.00 (72
Corporation Tax Lisbitty 04 04 12 to 29 08 14 Est 25.900 00 (6]
Companies House Late Filing Penalty Ext. 4500 00
Wrennoiding Tax foverest Est 700 00
VAT Reciaten [9] 16 605 96 16.605 96 [9]
‘Terai Estumated Owing to HMRC & Companies House 39 30448
SUB TOTAL Unsecured non preferential dais 53018117
Esumated deficiency afer floating charge where applicatte (brought down)
Esthmated defictency/surphus as regacda creditors
Issued and called up capeal
Estimated total defidency/surplus se regarda members:
[NOTES TO STATEMENT OF AFFAIRS:
w Coats In the administration (inci. thove relating to Adrian Gayler's Agplication for an administration order /
referenced in tha Administration Order dated 29 08.14) are NOT Included In the Statement of Affaire. Sea
echeduwa ‘Arise Capital Limited - Creditors 29 08.14’ sttached
) Moore Stephens LLP fees and expenses are NOT inciuded In the Statement of Altalrs.
Potential amounts (interest, fees snd expenses} which Adrian Gayter cisima are owed to him are unknown end
(ey are NOT in the Of Affaire.
(11 ‘The Company has US$977 204 37 In bank accounts at Coutts & Co This exchange rate has been used to prepare the Statement of
Affairs. (cis subject
to change
Qi ‘The poor parformancaof Sin City 2 fh Machete Kills’ st the box office vt tha cost of production and distribution of tha Alms combined
wath Company $ position in the recoupment waterfall means i is unlikely Company wit racara eny deferred revenues from these Aims
a) ‘The valicity of Adrian Gayler’s hosting charge over accoures dated 08.02 1) (which he converted iD a Axud charge on 04 09 13} 1:
Supsnad pursuant 60 cles Traonearey Acs 1988 end with he easy be 8 balers crear
t4] Foregn exchange lotses incurred by Company #3 4 resuft of Adrian Gayter's refussl to accept repayment of his Loan on or before ia.
Hicvedelieriaoed 10.13) GBP vatue of balance n Company US$ accounts a3 at the manutty date (£1 US$! 6163) Less GBP vatue of
in Comparty US$ accounts as at (17 09 34 (Et US$1 63})
Cakcoren to manitky date of Ran Goyer's coon {19 10 13)
‘Calculated using spot rate on OF 10 13 (£1 US$! 6067) being the date BAI s interest was paid
As per draft statutory accounts for period 01 04 12 tp 3103.23,
Company's management accourts prepared 43 at 30 06 14 showed & potential corporation Lax liability of £14 950 This assumed that ne
VAT charged would ba recoveredby the Company and that VAT relaimed/recovered by Company would be repayabie to HMRC {see (9)
Below). In che evant that the VAT charged is recoverable Campary § Corporation tax Lapikty will increata te thes estimated amount,
VAT teatment of Company's supplies means Company's eneiiement to be VAT registered and 3 right to VAT recovery on expenses may
be questioned by HMRC If successtufty challenged Compary wll have to repay VAT recovered (£18 629 07) and will not be abe ta
recover the unclaimed VAT (£18 605 96) If the £18 829 07 has ta be repakd 0 HMRC Interest end penattien will also be payeble The
level of sich pensities will depend an HMRC's atuticte ut forward int tn Campany’s mani
eccounts prepared 8S at 30.06 14 @ penalty of 10% (£5 648 72) and interest (£900) was Incheded