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00076185_MzA4MTc0NDk0MGFkaXF6a2N4_SoA.txt
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
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Signature fy Date S /o ) {2c ‘3
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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