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08038304_MzExNTA3MTA0NmFkaXF6a2N4_SoA.txt
2) Rule 2.29 Form 2.16t
The insolvency Act 1986 2 P| 1 6 B
Notice of statement of affairs
Name of Company Company number
Anse Capital Limited 08038304
In the Court case number
High Court of Justice, Chancery Division, Leeds 711 of 2014
Oistrict Registry
(full name af cour}
We, Phillip Sykes Neville Side
Moore Stephens LLP Moore Stephens LLP
150 Aldersgate Street 150 Aldersgate Street
London London
EC1A 4AB EC1A 4AB
aitach a copy of -
Gelete as “the statement(s) of affairs,
applicable ‘the statement(s) of concurrence,
‘acopy-olthe-courtard
in respect of the administration of the above company
sxned Webi SL,
Joint Administrator
Dated ) (fi WA +
Contact Details:
You do not have to give any contact Philhp Sykes
information in the box opposite but if 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 hoe
pu _ 020 7334 9191
DX Number OX Exchange
When you have completed and signed this form, please send it to the
Registrar of Companies at -
Companies House, Crown Way, Cardiff CF14 3UZ OX 33050 Cardiff
ae voor HA
WANET
RAMDARIES
MSADM411 1/5 10/09/11
Rule 2 29
Form 2 14B
STATEMENT OF AFFAIRS
Tame ot Company
Company Numper
Anse Capital Limutea
06038304
, Coun case numper
High Coun of Justice Chancery Division Leeds District Regisiry 1711/2014
Staieinent as io the alfairs of
Ause Capital Limned
S Keple House
Manor “elas
Putney
Lonuon
On tne 29 August 2013 the date thai ihe company entered admunustration
Statement of Truth
| believe ine tacis staied in wis Statement ot atlairs are a full rue and comple! 2 Siarement of ine aais oO
n+ avove named company as at 29 August 2014 the date that ine company 21 ed adminisuaucn
Full Name CHRIS TOP AER Pettit
Signad ee
Qatou Oi vt
Insolvency Act 1986
Artse 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 i)
Uncharged assets -
Cash at Bank - £753 753 783
Cash at Bank - US$977,204 (Note D) 599,512 599,512
Sin City 2' & Machete Kills - Deferred Revenue (Note E) i?)
Estrmated total assets available for preferential creditors 600,265
a7
Signature <a Date olitie
Insolvency Act 1986
Arise Capital Limited
Statement Of Affairs as at 29 August 2014
A1 - SUMMARY OF LIABILITIES
Estimated to Realise
£
Estimated total assets avanable for preferenta! 600,265
creditors (carned from Page A}
Wabiittes
Preferential Creditors - o
Estimated (deficiency) / surplus as regards preferential creditors 600 265
Debts secured by floating charge pre 15 September 2003
Estimated prescribed part of net property where applicable ( to carry forward) O
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) 0
Total assets available to unsecured creditors 600 265
Unsecured non preferential claims (excluding any shortfall 19 floating Charge holders) (530 181)
Estimated (deficiency) / surplus of assets after non-preferential creditors 70 084
Estimated deficiency after floating charge where applicable (brought down)
Estimated (deficrency) / surplus as regards creditors 70,084
Issued and called up capital (7.000)
Estimated total (deficiency) / surptus as regards members 69,084
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Form 2.158
Rule 2 29
Statement of Concurrence
Name of Company Company number
Anse Capital Limited 08038304
In the Coun 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)
addrass of registered Arise Capital Limited
office of company to { the company }
nich
statement of affairs
relates
1h SEP TEMBE aed CAccucatte) Av ne
{b) Insert date statement made
on b (b) Da AUGUST Bee |
of truth on the statemant
of affairs was made
(c) lusert full name of by (c)
person who inade the
slatement of truth on the CH Ks P mez PE<c VT
statemant of affairs heing
concurred wath
}
Statement of Truth S
{d) Insert full name and {(d
SpepukP CUANL
-
ES BEVAPD Mo“K ~-
address of person making
on mui wr FET, STPeSH ACE, VALeALTL LOST aDbK
statement
Delete as applicable “concur with the Sta Kant ot Affairs ofthe above companydnd | believp-that the faets
stated in the Statarfent of Affairs a full, true and corfiplete statement of theeffairs of the
company on thé date that it entered administration - N
OR
“concur with the Statement of Affairs of the above company, subject to the following
qualifications
(@) Please list matters in
the stuternent of affairs ©) legs s€é acm Cred
which you ara notin
agreement with, or s.hich
you consider to be
erroneous or misleading
of matters to which you
have no direct kno ledge
and indica’e reason for
isting 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 admmistration
Full name Sree snes cranes EVAN LoKAnl
Signed
Dated Q* oon ae a
Soit sare Supphed by Tumbey Computer Tech iolegy Limited Ginayow
ARISE CAPITAL LIMITED IN ADMINISTRATION (‘COMPANY’)
STATEMENT OF NON-CONCURRENCE- STEPHEN CHARLES BEVAN ROBBINS
8'" OCTOBER 2014
SUMMARY
1 WOULD REFER YOU FIRSTlO THE SUBHEADINGS ‘SUMMARY’ AND
‘PROPOSED DISBURSEMENTS’ WHICH APPEAR AT THE END OF THIS
STATEMENT AND AHEAD
OF THE EXHIBITS THERETO.
Roles & Responsibilities/Directorial Consideration to the Company
I was required to assign 100% of my time to the Company and to have no other acuve
business interests outside the Company
API B was requtred to assign 50% of Mr Pettit’s me (in heu of those services to be
Ww
provided by him in his capacity as “General Counsel’ as detined and recorded in the
last dratt of those Organisation Gurdelines and Regulations dated 12 March 2013 the
relevant exerts of which are attached as part of Exhibit A) and that of Mr Ashwin
Desai, to the Company in line with and as agreed by all shareholders of the Company
This in return for a 50% contractual financial contribution by the Company to the
overhead of APFB Services Limited including the costs of engaging Mr Ashwin
Desar
Mr Gayler was required to assign 0 % of his ume to the Company for those reasons
ue
detailed in Paragraph 19 below
Between } March 2013 and 2 May 2013, Mr Gayler attended to Company matters
only either remotely by email or by sporadic attendance at the Company's offices
Any physical attendance at the Company's office by Mr Gayler was solely to meet
and discuss with Mr Petut those of their other interests outside of the Company as
detailed in paragraphs 11 — 16 below (‘Other Interests’) in which Mr Gayle: was
involved Neither Mr Gayler nor Mr Pettit, nor any entity associated with or
established for and in connection with the Other Interests. made any contribution to
the ovethead of Arise Pictures Limited in lieu of such Other Interests notwithstanding
the Company's contribution to same
From 2 May 2013 to date Mr Gayler has not attended to any of the Gayler Duties. as
wa
defined in Paragraph 19. or attended the Company offices on a single occasion
Despite repeated requests. by both myself and Mr Pettit. Mr Gaylei was unwilling to
engage in the Gayler Duties or any other matter during such period enthet verbally. in
writing or in person, for and on behalf ot the Company except in relation to the
Disputed Gayler Costs as defined in paragraph 32 below Furthermore, even with
regard to both the Disputed Gayler Costs and the Company Dispute. also as defined
below. at no point between 2 May 2013 and 23 tune 2014 was Mr Gayler willing
either to meet or speak with Mr Petut and myself. Stephen Robbins, both of whom
made themselves. with nouce consistently avatlable
Mr Mukhera was required
q pany p: prior to being8
g 0% of his ume to the Company
to assign
appointed, if ever. Chiet Financial Officer of the Company
{ introduced the SC2 Facility, as defined in paragraph 20 below, to the Company
{ was given sole authority, by all of Mr Gayler, Mr Pettit and the Company to (4)
haisc. without consultation with the other directors and shareholders of the Company
with all parties to the SC2 Facility and (b) oversce repay ment of the SC2 Facility
See Exhibit B
9 On 19 Match 2013 I wrote to Mr Gaver askmy Da ie also need to sort out job
specs for you (Mfr Gayler) and Chris? (Mr Pewut) Mi Gayler responded stating
Steve, Cruical stuffts to sort your JD (Job Description) & consulting agreement
resoled & get your feet under the desk I'll sorta BoD roles & responsibilities doc
for Chris & TF?)
Ne)
10 On 10 April 2013 Mr Gayler wrote to me, copying Mr Petut, with regard to the CEO
consultancy agreement for myself staung ‘/'ve accept all changes’ Please feel
free to highlight the few 1emaming points that vou want to clarify and/or discuss
which welll address this week Chris (Petut) will then conduct a final review next
Mondav then we should be m good shape to have a brief conversation regarding the
commercial aspects of the Agreement as previoush ag: eed and then sign the final
document My role 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 Limiued maintains a significant, | believe 100%, interest in Anse
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, ma percentage unknown to myself and without the
authority of erther the Company or the shareholders of APFB Holdings Limited, ina
sports 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
or
percentages unknown to myself and without the authority of either the Company
the shareholders of APB Holdings [ imited. in. a US$1 billion vintage car museum,
Formula | racetrack and hotel funding venture to be based either in Singapore or
Hong Kong Flight uckets had already been purchased by M1 Gayler on a non-
refundable basis for himself and Mr Pettit to promote such funding venture | reter
you to all emails between Mr Gayler Mr Pettit and Matthew Chew
14. Mr Pettit and Mr Gavler were joint promoters and prospective sharcholdets. in
or
percentages unknown to my self and without the authority of either the Company
and
the shareholders of API'B Holdings Limited ima US based gold exploration
exploitation funding venture
for the administration of the Company claiming, inter ala, costs in the amount of
£116 574 (“Disputed Gayler Costs”) purportedly incurred in the enforcement of
repayment of the Gavler Loan Principal and then outstanding Coupon for which Mr
Gayler had already been offered full payment from available funds of the Company
No tmesheets of any nature have at any time been provided to the Company by Mr
Gayler with regard to such Disputed Gayler Costs
On 10 July 2014 ona conference call with Farrer & Co at 10 15 am (who | understand
io)
i)
had already approached Moore Stephens LLP 8 July 2014), Mr Pettit confirmed that
APFB Holdings Limited and tts prumary shareholder Mr Peter Aitken and not the
Company, would be responsible for and lable for the costs incurred after such
conference call. of any barristers and Queen’s counsel! engaged by APF B Holdings
Limited and/or API'B Services Limited in connection with the Disputed Gayler Costs
4
4 On 10 July 2014 [ advised APFB Holdings Limited that I was im no way supportive of
the Company engaging either Manleys Solicitors Limited or Stephen Schaw Miller of
12 New Square in connection with the submission of a witness statement (Pettit
Witness Statement”) to the court in response to the Apphcation Any costs of APFB
Holdings [ imited in the preparation of the Pettit Witness Statement (*APFB
Disputed Costs”) other than those to Farrer & Co (in the amount of £23.840 plus
VALI inclusive of the costs of Hannah Thorniey of 3-4 South Square) (‘Farrer
Costs’) and South Square incurred prior to 10 July 2014 were specifically not
approved by myself
On H 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 pursuant to the
Farrer Costs and not. for the avoidance of doubt the API BB Disputed Costs. crting
inter aha “i essence, fo the extent that Mr Gavler has an undisputed claim he
refuses to permut the company to puy him To the extent of his disputed claim, he ts
using the administration process as a dispute resolution mechanism — Also included
in the Pettit Witness Statement were, inter alia, (1) details of APFB Holdings I 1mited
disputing the Gayler Disputed Costs and (11) reference to a loss of £4.147 85 (FX
Less’) incurred by the Company further to exchange rate movements between (a) the
dates of Mr Gayler’s refusal to accept repayment of the Gayler Loan Principal plus
all then outstanding Coupon and (b) 11 July 2014
The Company has no liability for the Disputed Gay let Costs which instead are for the
account of Mr Gayler (a) on the grounds that Mr Gayler rejected all offers by the
Company to repay the Gayler Loan Principal and then outstanding Coupon (b) in
accordance with the arguments contained within the Pett Witness Statement (c) on
the further basis that the Disputed Gayler Costs were nol pre-agreed by the Company
and (d) as the Disputed Gayler Costs are neither potential abilities of the Company
nor legitimate This effectively means that the Company 1s net insolvent
The Company has no hability for the APB Disputed Costs. which are for the account
of APFB Holdings Limited 1m accordance with paragraph 34 above
Mi: Gayler disputes the Farrer Costs which were however only meurred and approved
ive
fo
by the Company as a direct result of Mr Gayler instigating the Company Dispute
Pursuant to Exhibit G, which prohibited any possibility of the financial position of the
Company deteriorating or the cumulative liabilities of the Company (potential or
actual) increasing further, 1 dispute all penalties and interest accrued (‘Third Party
Disputed Costs’) after 7 August 2014 with all of Her Mayesty’s Revenue and
Customs, Farrer & Co and Maurice Andrews
SUMMARY
On the basis that
| have been solely responsible within the Company for the introduction and
tepayment of the SC2 Facility which in turn generated 79 68% of the total revenues of
the Company None of Mr Gayler, Mr Pettitt. Mr Mukheta or APPB Services
Limited had either the experience to provide such a role and. as such. were in no way
required to perform such a role Any input into such matters by either Mr Gayler or
Mr Petut, albeit both negligible and. invariably inaccurate was proffered on a pro
bono basis
I am the only individual or entity whose time was 100% allocated (‘SR Allocation’)
to the Company with no entitlement to pursue any othei interests (including for the
avoidance of doubt the Other Interests none of which [ had any involvement in) or
associated Coupon entitlement or compensation entitlement Tor 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 2011
fam the only individual or entity within the Company whose consultancy agreement
the Company sought to have reviewed. solely trom a legal perspective the commercial
terms having already been pre-agreed as per Paragraph 10 above by external counsel
(Farrer & Co )
(he allocation of Mr Pettit’s time and that of APFB Services Limited to the
Company was 50% (‘APFB Allocation’)
lam de tacto Chief Executive Office: 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 per annum (‘SR
Entitlement’) and that of Mr Pettit, for the ulumate benefit of Anse 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 from BAI and US$560 000 (assuming £1 = US$16 which was the
relevant exchange rate at the tme of Mr Gayler investing tn the Company) from Mr
Gaylet)
Mr 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 further revenues. with effect
from 4 September 2013 namely the date of the freezing of the Company accounts by
Coutts & Company pursuant to Mr Gayler’s sole, and ultra vires in my opinion.
actions as detailed in paragraphs 28 and 29 above
* The Company was therefore active for the period 20 April 2012 through 4 September
2013 equating to 504 calendar days (‘Term’) his notwithstanding the supposed
later commitment by Mr Gayler of the Gayler Loan Principal through 19 October
2013
Entitlements to the capital of the Company may, I would respectfully suggest, be
calculable as follows:
To myselt Stephen Robbins
Ternv/365 (1 38) X (Actual Capacity/Parget Capacity (42 66%)) X SR Fntitlement
(£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
paragraph 25 above). equals £66.43) 99 CSR Net Capital Distribution’)
fo APLB Services Limited
Term/365 % (138) X (Actual Capacity/Target Capacity (42 66%)) X APFB Entitlement
(£95 000) X APFB Allocation (50%) = £27968 00 CAPFB Gross Capital Distribution
Fotitlement’)
APFB Gross Capital Distribution Entitlement (£27.968 00) less £24 000 already received (see
paragraph 25 above), equals £3 968 00 ((APFB Net Capital Distribution’)
PROPOSED DISBURSEMENTS
A
Firstly. to the administrators of the Company Moore Stephens [ LP, their costs
and fees incurred with their administration of the Company
B
Thereafter. on a pari passu basis
(1) fo Mr Gayler the sum of (1) the Gayler | oan Principal PLUS (11) any unpaid
Coupon due as at 19 October 2013 LESS (i) the kX Loss
(i) Lo Farrer & Co the Farrer Costs
(ir) To Maurice Andrews the sum of £4 656 plus VAT
(iv) To Het Mayesty’s Revenues and Customs all amounts due as at 7 August
2014 including outstanding wuhholding tax due on (he Coupon
(v) To APFB Services Limited the APFB Net Capital Distribution
(vi) lo myself. Stephen Robbins, the SR Net Capital Distribution
(vn) Lo APFB Services Lamited expenses of £32.782 77
(vin) To myself, Stephen Robbins, expenses of £4,194 77
Thereafter, on a part passu basis a capital distribution to shareholders in
accordance with that Sharcholder’s Agreement dated 23 October 2012
Notes:
* Mr Gayler to pay the Gavler Disputed Costs inter alia as applicable, from his
share of B and C above
* APIB Holdings Limited and/or Mr Peier Aitken to settle the APFB Disputed
Costs inter alia as applicable. from their share of B and C above
* Mr Gayler and APFB Holdings Limited and/or Mr Peter 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 herein [ dispute any and all Admimstrauion
Expenses. as exhibited to the Statement of Affairs, in respect of Mr Adrian
Gayler APFB Holdings Limited. Manleys Solicitors Limited. Stephen Schaw
Miller of 12 New Square, Hannah Thornley of 3-4 South Square. Maurice
Andiews, Gateley LLP and Ben Harding at Kings Chambers all of which were
incurred only as a result of the Company Dispute instigated solely by Mr
Gayler Further. 1 dispute all Administration Expenses (as exhibited to the
Statement of Affairs) in respect of 1975 Consulting Limited which, as is the
case of my own not insubstantial expenses. over and above those detailed
herein, are personal to Mr Pettit and are not for the account of the Company
None of the above accounts for the opportunity cost of myself. Stephen
Robbins. and APFB Services | muted being muted from pursuing business
transacuions and associated revenues outside the Company pursuant to then
berg required to defend the Company Dispute instigated solely by Mr
Gayler
EXHIBITS
Exhibit A
‘General Counsel’ (‘GC’) role_as defined and recorded m_ the last draft_of those
Organisation Guidelines and Regulations dated 12 March 2013:
. 12 1 The GC shal! 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 (GC Duties’) with the nght to delegate the
performance and implementation of such GC Duties further
* 12 2 1 establish an organisational basis for the management of all legal and
compliance matters mdependent from any business line
. 12 2 2 ensure together with the CFO that all license requirements are
continuously observed and that all regulatory reports are filed on a umely
basis
° 12 2 3 be responsible 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 representation of the Company
vis-a-vis other regulatois and governmental authorities
. 12 2 4 establish a policy as to the approval authorties 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,
fhe Consultant 1s responsible for the strategic leadership and diection of the Chent to ensure
ls success today and future relevance, credibility and viability The Consultant 1s responsible
for establishing the Chent's organisational objectives and priorttics and for reviewing and
evaluating the progress and work towards attaining its objectives and performance goals The
Consultant reports directly to the Board of Durectots (BoD )
Working Relationships: To ensure the best results for the Chent. the Consultant actively
facilitates collaboration and partnerships throughout the film and television community and
by personally promotng the Clrent’s participation
Internal Relationships: Working directly with the BoD to develop the Chent’s
organisational objectives priorities and policies in support of the Chent ¢ objectives and
performance goals As the leader of the senior management lam the Consultant guides the
development of the Client s strategic and operational plans for management
External Relationships: The Consultant works directly with major stakeholders, investors.
banks. institutions and other lenders
The services provided to include:
Overseeing comphance with any and all limits imposed by the shareholders and providers
of debt to the Chent
Development and training of the Clrent's senior management. staff and consultants
Development of future the Chent's financial products
Regularly reviewing financial performance of balance sheets. cashflow statements
management accounts portfolio analysis, external reports to both existing and future
investors borrowers and third party bridge Ienders and compare/sensitivits analysis’ of
the Chent’s business plan to monitor compliance with or deviation from the orginal
business plan all as prepared by the CFO
Review the loan book credit exposure. set and approve any limits and ceilings and other
appropriate measures to Monitor and manage the credit rish
Establish a management organisation that avoids the creation or appearance of conflicts
of interest and enables the Chent to operate ity business in accordance with the strategy
approved by the BoD
Issue policies necessary for the management and operation of the Chent. to the extent that
this is not the responsibility of the BoD In particular establish a msk management and
legal and compliance policies for the proposed business lines
Supervise review and coordinate business activities, initiatives. projects and
developments, and reconcile any issues
Establish annually the strategic business plans. pertormance targets and budgets for the
Chent. including resource allocation, subject to approval by the BoD and implement such
plans
Responsible for the implementation of resolutions of the BoD and its committees
Approve key policies for the Chent
Ensure that proper standards for msk management are established, and define and
implement rish management strategies
Ensure that the reporting duties to the BoD and its committees as stipulated im sections
6 3 of the Chent’s *Orgamsational Guidelines and Regulations’ are fulfilled
Marketing of the Chent to the film production. finance and mvestment community and to
future investors providers of debt and third party bridge lenders
Film Bridge Finance
oO Inttial verificanon of producer bridging loan requests and producer track record
including the film finance plan and latison with key personnel of each of the
partics to the permanent finance
9 Negotiation of bridging loan terms and conditions with producers
2 Collauon of the permanent finance parties executed and legally binding
commitments, the film’s budget production schedules cashflow schedule, talent
agreements and. if available inital drafis of all key mult-party long form
documentation
o Highlighting of any financial or legal anomahes with the producer and all relevant
parties and clarification of corrective action
o Appointment of the Client's film lawyers. to review the Client's draft offer letter
and prepare the Client's standard financing. secunty and provisional producer
deferral documentation, and the Chrent's insurance advisor
o Preparation and submission of initial credit committee proposals and conditional
bridging {oan offer letters. with respect to the Chent’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
o Preparation and submisston of the Chent's final credit committee application to
review status of the Chent's conditions precedent and associated waiver
recommendations, 1f any, and finalised documentation
o Pro-active monitoring of the production of the film and overseeing of the
finalisation and execution of all documentation pertaining to permanent financial
closing
* Member of the Chent's BoD and representative on credit committee
KEY EXPECTATIONS OF CONSULTANT
* ‘lo deliver or exceed against the commercial targets of the Chent's business plan
« To ensure comphance with the authorities and responsibilities as defined with the Client's
OGR
Exhibit B
On 2 August 2013 Mr. Pettit wrote to Mr Gayler stating Deas Adrian Further to our call
fis morning (LA) and lengthy and sensitive discussions with Steve during the course of
today, please confirm your acceptance to the folloning On behalf of the Aitse Capital
Limited (ACL) duectors and shareholders Steve Robbins (SR) 1s hereby authorised
fo immediately commence on 02/08/13 both oral and written dialog with BCL (the mode of
such communication to be at SR's sole discrenonj as necessary so ay to expedite the
presentanon of an oral proposal re SC2 by SR at a meeting of the ACL board for its review
and approval (the ‘Services’ For the avoidance of doubt, any such oral and wiuten dialog
with BCL oF any other party in connection with SC2 cannot and will not be used im
conzuncuen with any dispute or otherwise between SR and ACL including but not linuted to,
anv matters connected to the rescission of SR’s temporary suspension from the board of
ACL Whilst SR ty performing the Services, the ACL dv ectors and shareholders acknow ledge
that SR will not be required, but may elect to, attend to any other matters pertaining to ACL’
On 2 August 2013 Mr Gayler responded to Mr Petttt “Dear Chris as a director and
shareholder of ACL | hereby confirm my acceptance of vour email
On 6 August 2013 [ wrote to Mr Gayler. copying Mr Pettit. asking him to confirm that he
was happy for me (Steve Robbins) to deal duectly with Aldamisa, Robb Klemm Greg
Bernstein (parues to the SC2 film financing and the source of the Company's repayment of
the SC2 Facility) and any other partes on this issue on the same basis as vou have
authored me to deal with Alastaw on the SC2 transaction (as per my email above of 2
August 2013) This with the additional proviso that going forwards 1 do NOT have to
minute telephone calls with any parties, including Alastair, on the SC2 transaction Also that
gomg forwards 1 need only forward you emails and not necessarily copy you in on my
original email or responses to others: Can you please confirm on all four points
On 6 August 2013 Mr Gayler responded. copying Mr Pettit agreeing to and confirming ms
request above
Exhibit C
On 4 September 2013 Mr Gayler wrote to Mr Adrian Fairbourne advising ‘ffi ddrian 7
trust that vou are well Over the past 4 months | have been in the ‘bunker! wor king with
the Albion & [Heath (AKL) team who collectively bring an extensive knowledge of the Afghan
Retrograde special opportunities mvestments, asset management and have a strong network
of industry contacts providing global coverage and sector mteliigence lhe A&H team 1s
composed of former senior Department of Defence (DeD) and Cental Intelligence Agenc\
officials — Please take a moment to read the following Dail, Mail
aanicle hip /Avwwy dalvmel co uk/¢news/ar ticle-23968
| 1/The-biggest-var d-sale-history-U-S-
nulitary-racing-sell-scrap- YOBILLION-equipment-Afehanwian html We ave ready to submit
an umolicued proposal to the DoD, subject to the provision of a surety Bond in arder to
purchase assets that the US Afilitary does not want ta repatriate from the Afghan thean e
Please find attached
the Puch Book and which covers three opportunities we have
idennfied Expected timetable: Mev keting Q3 2013 [know you are im fund raising mode
however thought
rd ut best to keepPS you posted Shout if vou need anythingf fram me — Adrian
Exhibit D
See attached
Exhibit E
On 29" April 2013 Mr Gayler wrote to the Company attaching a job description for the
Chairman of the Company (Mr Gayler) ay drafted by himself) The draft job description
stated ‘External Relationships. As well ay being chauman of the board, he (Mr Gayle} 1s
expected to act as the company s leading representative, which will involve the presentation
of the company's aims and policies to the outside world work proactively with the
CEO management oversight of company activites involving current shareholders and
evfernal investors and potential futures shareholders and investors
Exhibit F
See attached
On 7 August 2014 I wrote, unter alia, to Mr Gayler and Mr Pettit advising them “if you
so choose in my absence (on holiday ) and irrespective of the contents of the attached o1
anything that may be perceived by you ta the contrary, you have in my absence FULL
AUTHORILY from me (a) to make such payments on account to HMRC, in amounts that vou
unanimoush consider appropriate on behalf of the Company (b) to make a payment on
behalf of the Company to Maurice Andrews in the amount of £4 656 excludme VAT and (c) ta
make a payment on behalfaf
the Company to Farrer & Com the amount of £23 840
excluding VAT, { belteve that these are all of the creditor liabilities that are acer ung 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+
>
CFO / Finance Director 95,000; 135,000+
iv
LA Representative & Creative Advisor 45,000 N/A (Consultant Only)
Ewin
Assistant 25,000) 25,000 to 35,000
TOTAL 400,000
2012 © Anse Pictures Limited All Rights Reserved
Evuss €
From Adrian Gayler <ag@monzacapital com>
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 iPhone
On 17 Apr 2013, at 20 57, "Steve Robbins" <steve robbins @ansepiclures com>
wrote
Thank you Chris
| wil get you an invoice but note what you Say in any event
Best wisnes
Steve
Sent from my iPhone
On 17 Apr 2013, at 12 53, "Chris Pettit" <chnis pettit@arsepictures com> wrote
Gents
Just checking you're happy for me to pay below / make transfer from US$ to £ a/
cofc £10K
AM - £5K consultancy fees (due)
AG - £7K coupon (due 19 04 13)
SR - £2,818 82 expenses (invoice tmminent (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 'S%' of BAI's loan
Popping to gym back in an hour
SL
AWE = OY
‘
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MEDIA CAPITAL ADVISORS LLP
PERPETUAL F
LIMITE ® CIGMiLITY FARTHEREa
LLP Numace OC34aG05
14 $6 SE SRospwiee StecET Lowpcw Wie TAL
REGISTEREO OFFICE Suire
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PERPETUAL CAPITA;
MEDIA ADVIBGORS LLP LLLP)
Fohow-ng te su..testu comptenan of be srtangemer’s m1 selatiua t6 [ag 72329 of the LLP ana the execu
( LLP
th the Barmmentep egrets berveen, inter ale, sourtelf and the PLP dst Zirh Man 2009
{ tember
as ay frepreny and Meteeitied
Agrcement’) wx are oleate 19 cantirn yor atmosion to the LL
gat a YOU CIT Isat fs st our scion Pleare vere hownver, tal
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en Crd nary ad Uretarated Member and 2
tus Jeves onby presides a curtmary af oud ght aid of iget ou3 as
curpemren s ve Consevuer fy, vou chculd tetas 9 Une LEP Ageaziccn’ itself tor the define
therefore wot
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1 DATE OF ADMISEION
20th Ware 2005, berg ihe dats of be TEP A yrsermiit you wilt
fhe dye of ver adeissie othe LEP vt
cou tte 6 are expelled
feman a ember (abether «af Ordiuaty ot Designated Membtr) ure | such tre as
som tha CLP crercoretwce wits Ue} LL Agee:
2 DESIGNATION
be an employer or me Lf >
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J CAPITAL CONTFIBSTIONS
‘dumber you shal wary se a shase tn the 11
You hase made «capital contigetion to be LLP As ag terial
repuvalom 16 the omenot of your vapilal coatitatien
4 VOTING FIGHTS
cent, af the 5 cing rights in the ULE cos ntl spenal
43 an Ordon Mernbes vou have been allocated 2b pz
Member your eppresal cagulted on all ord nan ressutrors
pealsiioss Ala Designaec
$ PROFIT SHARE
igs RO the |)? 2s follows
Pursues tor the OLE Ageservent, you, 412) be coblicd be drat
you will ke ertided to nar hiv divs. 6 as de ermasd
(a) Monthly Drowirgs - ~¢ 0 Designed (tember rcerhly drawings shit
Members Suck:
Arua time fe Le TA anandinar ‘wsoluzor of the Lealonsird
from wid nckdmg 26th Vict 2M Vow
eat excece 216-4°7 cee cacadat month for the 12 month;
dav of each eafends ment or the rr viuas,
adil be cantled to -waisg sour mecuhly drmwings on the lust
tast doe Is rata business diy, ane
nares dav where
aho be cote: tr residunt disemgs te
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or Ux annant net peetix of the LEP and your
amouel of vour residuat crwwcays will dspeod
( pou fodmuun, colin: for the mianthly drawings of the Desyraled
drawiags will be allocated
dra sings (if am as scon 33 scaimmahty peackosble
Siembers You wil a0 cantied19 draw yuur rssinal
dete ofthe ta P wivedi ts Currently 30 Jone
folkiwig de accounting reporting
@ TAA
payable by wou in releuan io OF profs
You wall be responsable tur dhe parerrenl af aly amour af ba, dite onxf
of the PEP tneduding for es riethls sod sesedUst draw rags}
7 OUTIES TO THE LLP
Areemee. Aaa Desyrasted
ted Pie are sek our we de LLY
vow dapes as a Ordrar, ard Designa
of valutes diprs ehich vou aust sult
Member 0 afd a 00 cs 'yect [3 number
Dagara eng veates eth
a Rrited heoty panrerstip registered in
Pemotal tdeda Can.st Adverse LLP @ Sute 14 £648 Brandwch Street Lendor
wk TAL
95 and ‘ty tegutmr e. coe O at
ragaicted NsmOet OCB20
.
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Yom ure require tn devere the whole of your wrek.ng tre en? ter ton to the tusneas of De CL® aret mez
diliguedly emote woure!® in die busi. of the LP ad codunt sears! ini proper manner ard tae yuer bon
ddall and endewoer to promote the ousiness of che LLP te he grea mat edetutge of she LL! Zou mast oot
dirauive ibntl, cam um ce Se interes.ec in ary basics watch ceerpetes with the barucets pf the C1 P
Log mut stall Ges comely with aul legisation, regptatinns, protewsional stangard: and wth prownanes es ity
govern the ceacuct ef the busines? ox my by Senaind bs e spociel resolution a be memburs af ttrnderds
he volumtsnly eophed w the PLP ee ot busan-sa
Asa Dengnated Vertes +00 will [togeter with re cther Desigmtcd Metnoeay inatage und cunt) te
taedacG: eed Mars of the PEP snd wT have the power id as thonty tw urdettte all suck acts and to execiite,
snodf, and perurm oa bibalf of dee LL all such canted diets che ec om practi, Inutoneentt oe
Jocunen., 25 ma\ 22 presen of dequnble in connsozac with che bosicass at te LLY
& HOMIDAYT EMU CEMENT
In additmn to nono gine be days ar Englind and Wales 2s a Desigusks Meanber cuu sill ov sootitied & 25
days’ hatidsy in agerepate fs cach calender veae (whist chef he calcu ted orp ita for any sbater period) ye
can wake your hol dav epinscetent at such siaics a$ ma be casanable
3) (NDEMAITIES AND EXPENSES
The CLP wall indemuS vce trou sud against afl Hatntiies, cong, Vatms id expense, and ans liability mcun eg
m deferdiny piecending: ising cut f pawmens by »3- ov habalues wicurred 5, you inthe proper perlormwe
bv vor cf your Cubes as 2 Atenber 9 he normal coarse nt epemman or the busisc.a of the LLP or ia nespoc’ of
anvthencaccessarily dae by you foe the preaur ation af the bustaexs and property of the LLP
You wilt te onttled c2 cherse and be refunced all cut-ospacker expenset Iacuned b, you 1 Cuneta » Ute
dusiness proveded that al cepeases must bk vouched by en appropiate renripl ant VAT mvone were
appwpelads
19 IMBURANCE
Th. Deswsntted Member wll hewe ihe power at ae com oP Lic Le P ty obtart aod raintann in ratice Far ur far
ths tanefig af the M mbers cure. any frahalty incuresd ot un neepedt of aay de, Os usttialaa on Ube ules oF
purported execinse and drochsrge of vour duties, pa sess aod obhguons unde th PLP Asroemeat or a5
olierveise requnred by Ira
1* RETIREMERT al. _
— aa
You will be eautied (9 retire from the LLP upon gfvirg 4 months writer ratice to the 1 P provider coat spur
retwemeet is approved ya special resrlunea of eh? Ordinan Members”
The FLP wih be entuled 19 eapel vou unmrdareds by notice oo writetg fot corte: spucificd reasons inches,
but not fluuted to Cr you voru stun, airy inalatai ue pets tent Ereuches of the LLP Agreement (b) wa
hecenuns uarble ¢ fav your debts o7 becoming bankrupt (¢) wu are guilly oo any sonics distonesty proms
misconduct ne wilful negiest of dety, (4, you pre cocvecicd of a crautonl uttewce utber that t autor vond unfi.
cans, (el vou ceae to bak wy profesiaral
o¢ sUDL 2e minor efTonce ramediable bt paying a fae! penalty
quatticuumn ar certificanion requasd tor det normal performance of cain dutless a8 & Designated Member
72 RESTRICTIVE COVENANTS
tum the date o4 whack yuu ceaie tu te a Mumba ot the 112? sun afl becaare subject ua number of vest live
epvenant: ter a period of ¢ months fo lowing such ctsssea. Such cor vazms metade, bot are pot Ture
fovea presenlirg yr from (i) cenpeting woth the 1 ® and (1) so ietmye oF enheing aes ftom the LLP
casomens, chert, agents of ciuployors of the LLY
1] CONFIOENTIAL TY
YYog bare undwinkoe that yal wht rai alany une use divulge or cuminunitate in any perspe ether than to vour
preteasanal arvirers or st may pe requyred by iam or amy lean or regulary mitherit. any confidentias
sock
infyrauton and you shill sxe Wie maninetie entervean tn prevert Ue pubircation ot desc pure af any
confidertal mformaztion
We hope pou Aad the sumacar, helpiut and book forward to working w1th you
Your siscerei,
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- ke
Git ilo
7” TPerpetual Media Capital advise LLP '
Replay — Shale
hap Oe Beir to MARAE OE, me
ae
/ pt qred a fue aad. acura € ;
diame
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12, - - D the
‘4 fo ( ‘
A
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:
yal eo
pare LTP
Anse Capmtal Limaed ( Compacy }
‘Sta emert of Alters Coles
a8 at 29.08 be
uss 1630 est tt
é wee way
ASSETS
Assets subject to a fed charge
Asse 5 sunject to a floating charge
nena ged asters
Casn in Ban (6 29:0814) Pans) 977 204 37
Sin City 2 & Machetetn Geterred revenues 27
SUB TOTAL 75313 997 208 37
Cetimated toral sasets available for pretarential ceaditory son 268 01
Escmated totat saves available for pratarential creditors (carcigd from page Ad — 600-765 91
ctagrries
Pralerennal cred tors
Estimated deficiency /aurplue a6 regards preferential creditors 600 245 0+
Est ma ec prescribed gort of net property where spplicedie (.0 carry orwerd) 600 26501
Deor sarured by Roanng charger
Rxtimated deficiency /eurptus of aeeete after floating charges. 600 265 04
Ev raved rest ted part ef net propery anete ace cable (orougnt down)
700 205 OF
Unsecured non pretarental clans
Adrian 6. 5)
Prange? 150,00000
2ess Fovengn E change tosses [4 416785
In exest [tess w erresaing fa} a1 $600.00
“oral Repayment to Agnan Gayler 35245215
Outstanding Expenses (incl VAT)
APES Services Curnted (02 0? 13 to 31 08 13) 20909 41 sain24
APES Services Limited (04 08 13 to 3 10.131 297136 a0 72
$eprer Ropoins (78 0) 14 to 09 08 13) © 25817
Stephen tndbinn (45.07 1410 25.173) 1 lleeo
Tota! Outstanding Expander (Incl VAT) W977 Ra
Outstanding Consultancy Fees (inc VAT)
APH Services Limted (01 0* $3 ¢9 19 70 13) 43 064.00 7177.00
Sepnen Gavows (91 02 13 em 19 10 13) 38 65700
Toual Gute anging Consuttency Fees (nicl VAT) IAS5100
Outstanding Advisory Pe s (inc! VAT)
Covpary Legst Fees Farrer 4 Co LP > B4000 314000
Campary accourtenty Fees auene Andens 4886 00 776 00
“etal Octatanaing aawsory Feas (foe) vaT) 23.496 00
tetimated Owing to HMAC & Companies House
wunnaiong Tax Uabeety BAT CO fMTTUSI Lot 61 19 65 44 Pe Tea
Wennolaing Te Uaiity Adrian Gavke 15) Bam
Tarparation ta (an tty (031 03 19 aason 1)
Corporation Ta Liaotety 01 64 12 1029 98 14 ES 2500000 ay
Forrp an ex mane 1 ste Fling Penaity Eat + 20.09
War nawing Ta Interert Eat 700.90
VAT Reclarny [95 1p 05 Gy 76605 96 194
Tora! Esumated Owing 19 HMRC 8 Companes House 39 Joa an
SUB TOTAL Unsecured non praterert af cams 530 16117
Estima ad deticency after rloaung cha ge where acplicabee [brought down)
Estimated deficiency /aurpius as regards © 70.083 a4
syed and called up cantal 1.00000
Esymated totel deficiency /sutplus 08 regards members 083 24 [Ses Notes}
GTES 1 STATEMENT OF AFFAIRS,
wy Costs in the administration (inci those relating to adr n Guyler « Application for an administration order /
reterenced in the Admmistration Order dated 29 08 14) are NOT Included in the Statement of Affairs See
schedule Arise Capital Limited - Creditors 29 08 14 attached
Moore Stephens (LP fees end expenses are NOT inciuded in the Statement of Affaire
Potential amounts (interest, fees end expenses) which Adrian Geyler claims are awed to him are unknown and
disputed are NOT Included in the Statement of Alfare
The Company bax US$877 74.97 a bank ac oe ar Cours 8 CO ThE Crange rate has been Used [0 prepare Je btatemertof
Afters Ws tubyect t0 change
The ooce pertormenca Of Sid City 2 & Mache <lis. at tle bo oft We ne Cant Of prota cn and distribution of tre Hiems combed
“ah Company & position 18 the tecounme’t waterfall nant fof unKl ety Company il recere any deterred revenues from these flets
The abGrry “# Adctan Gayler's om.ng charge over accounts dated O8 O2 1} (atich ne Converted wy # fired Cha ge on O4 OF 13) 5
Seaputed pursuantto 5245 Insolvency Adt 198 and wi st is satus 49 4 secured Creator
Foregn exchenge lasses incurred by Comcany a8 @ resutt of acuta Gaver's calusal to eccect renexmerit Of fs Loan an ot beforees
ira unty date {19 1013) GAD value of bance m1 Company USS ACOA a¢ at the materty Cate {iL USE S188, Last GEP value of
pa ance« CompanyUSE accourts 96.26 [1709 4 (£ UES1 63]
Cakculated 9 catunty cote cf Adrien Garle’s Loan (3.193)
Calcvares wing spot rate On 99 UE 14 (EL USS S067) beng ine cate BATS encore was ob
35 be dram statutory accounts for pened G1 04 12-03 0) 3
Company mana jemect arraurts prepared x6 *° 30.00 14 thowed a petentis corporation Las hands y of C16 950 Thus astumed that no
VAT cnorgad would be recovered by be Compiny and that \AT tedemed/rectvered by Company wauid be reoavatee Lo HMRC (see (9]
Deow) nu event Cutt Ihe VAT chargedit recarveraine Campaity § Preparation th Matiity wit ingreasé &® Lhe esOr ated 2mcun
VAT reatmert of Company + tuppies means Comoery § entivemant {0 ba VAT egistered and is ight tn VAT recovery on expenses may
be questioned by HMAC Hf cuarasetilly chakenged Company inl have to repay VAI recovered (416 Bd 907) And end nor be acta To
recover the anicia mad VAT (£ 6 $05 963 if the £18 825 97 has to De repaid to 1M40L miteiest ind punaities wil ats be payanle “te
evel of such pana t es wil Gecend an HMRCE att tine following arguintuty net fore.tra in mengation In Company § manageren
ACcOUNES praparmt ag At IO Ch 14 a penal ¢ oF 10% /£5 Gad 72) and interest (F400) was nchided
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
comphance matters within the Company In particular, he shall have
the following authorities and responsibilities (GC Duties ) with the
right to delegate the performance and implementation of such GC
Duties further
. 12 2 1 establish an organisational basis for the management of all
legal and compliance matters independent from any business line
. 12 2 2 ensure together with the CFO that all license requirements are
continuously observed and that all regulatory reports are filed on a
umely basis,
. 12 2 3 be responsible for the representation of the Company v1s-a-
vis the lead regulator (excluding matters related to the Credit
Charter see section {18 2 3a]] and co-ordinate with the CEO the
representation of the Company vis-a-vis other regulators and
governmental authorities,
‘ 12 2 4 establish a policy as to the approval authorities and the
monitoring of outside business activities of employees
Role of the CEO of the Company, as drafted by Farrer & Co, and as approved
by Mr. Gayler and Mr, Pettit.
The Consultant ts responsible for the strategic leadership and direction of the Chent to
ensure its success today and future relevance. credibility and viability Ihe
Consultant 1s responsible for establishing the Client's organisation al objectives and
priorities and for reviewing and evaluating the progress and work towards attaining Its
objectives and performance goals The Consultant reports directly to the Board of
Duectots BoD’)
Working Relationships: To ensure the best results for the Chent the Consultant
actively facilitates collaboration and partnerships throughout the film and television
community and by personally promotng the Clicnt’s parlcipation
Internal Relationships: Working directly with the BoD to develop the Client s
organisational objectives, priorities and policies in support of the Client s objectives
and performance goals As the leader of the senor management team the Consultant
guides the development of the Clients strategic and operational plans fo1
management
External Relationships: The Consultant works directly with major stakeholders
investors banks. institutions and other lenders
The services provided to include:
Overseeing compliance with any and al! limits imposed by the shareholders and
providers of debt to the Client
Development and taming of the Chient’s senior management staft and
consultants
Development of future the Clent’s financial products
Regularly reviewing financial performance of balance sheets cashflow
statements. management accounts portiolio analysis, external reports to both
eXisting and future investors borrowers and third party bridge lenders and
compare/sensitivity analysis of the Client's business plan to monitor comphance
with or deviation from the original business plan al! as prepared by the CFO
Review the loan book credit exposure, set and approve any mits and ceilings and
other appropriate measures to monitor and manage the credit risk
Lstablish a management organisation that avoids the creation or appearance of
conflicts of interest and enables the Client to operate its business mn accordance
with the strategy approved by the BoD
Issue policies necessary for the management and operation of the Chent to the
extent that this 1s not the responsibility of the Bol) In particular establish a ish
management and legal and compliance policies for the proposed business lines
Supervise, review and coordinate business activities initiatives projects and
developments, and reconcile any issues
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
Responsible for the implementation of resolutions of the BoD and its commmittces
Approve key policies for the Chent
Ensure that proper standards for risk management are established and define and
implement risk management strategies
Ensure that the reporting duties to the BoD and its committees as stipulated in
sections 63 of the Chent's Organsavonal 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 lendeis
Milm Bridge Finanee
o Initial vertfication of producer bridging loan requests and producer tack
record including the film finance plan and larson with key personnel of
each of the parties to the permanent finance
o Negouation of bridging loan terms and conditions with producers
© Collation af the permanent finance parties executed and legally binding
commitments the film s budget production schedules. cashflow schedule,
talent agreements and if available initial drafts of all Key multi-patty long
form documentation
o Highlighting of any financtal or legal anomalies with the producer and all
relevant parties and clarification of corrective action
© Appointment of the Chent's film lawyers. to review the Client's draft offer
letter and prepare the Client's standard financing. security and provisional
producer deferral documentation and the Chent's insurance advisor
o Preparation and submission of inittal credit committee proposals and
conditional bridging loan offer letters, with respect to the Client's credit
committee approval
o Execution of the conditional otter letter. final resolution of financial and
legal anomahes with all parties to the permanent finance and overseeing
issuance and negotiation of long form loan agreement and security
documentation
© Preparation and submission of the Chent's final credit commutice
apphcation to review status of the Client's conditions precedent and
associated waiver recommendations if any and finalised documentation
© Pro-active monttoung of the production of the film and overseeing of the
finalisation and cxecution of all documentation pertaining ta permanent
financial closing
* Member of the Chent’s Bol and representative on credit commitiee
KEY EXPECTATIONS OF CONSULTANT
* To deliver or exceed against the commercial targets of the Client's business plan
* To ensute compliance with the authonties and responsibilities as defined wath the
Chent's OGR
Ames Capea Lenaed (Company }
Statement of Affers Caics
890 28.08 14
use 1 830 er a
Fa ust var
ASSETS
Asse s sunyert 9a tuna rage
Absa 5 subject to a loging tharos
Uecnarged esses
Cayh on Bane (0 79.08 141 75313 977 20437
Sin City > & Machete Kets ceterre* revenues 5?
SvB TOTAL 78.13 977 2037
erumated total aeeate avaltable for praterantial creditors 600 «6501
Eatimated total sanets avallebie for peatavantlel craditars (carried from page @) 600 255 01
trasnuines
Prete ene! ced oe
Ketunated deficiency /sur tegards pratarontial creditors $00 26501
Esme we prescribed 24 Of nee property where anphcable (to carry ‘orwerd) 600 «5201
et secured By toa mg charges
Extimatad Geficrency/eucplus of anaete ster Mowing charges £09 26501
Est dind presinbed part of net pragery where appicatte {brought 2own)
Total available to unsecured ceeditors 600 255 0+
Unsecured Aer pratarentia? Cans
Adrian Gayier Loar |]
Pe nana! 350 G00 00
lesa Forcig Exchange esses $4735
Inte ext fess te ennaiding “Et 5 600 00
Tota: Repayment to Adnan Gayier 351 45216
urstancing Expenses (lad VAT)
2088 Services Lined {010213 93 08 3) 29.909 41 481974
DEB Serv (ex Umeed (01 0913 93 013} 3973 36 62
Stephen Rabe ms (28 03 17 to 09 O8 13) 265817
Steohen Aopours (11.07 13 0 251 3) 1936 50
Tata! Ourstand ng E penses (acl VAT) 96.997 54
Outstanding Consuitency Pees (incl VAY)
APPA yervices Umiced {D4 02 11 0:19 19 13) 44064 00 249700
Srephen Robbins (01 O2 1319.19.49 3) 35 mA7 60
Te a Ourstancing Consultancy Fees (ancl VAT) 78 951.60
Outstanding Advisory Fees (incl VAT)
Lemeary segal tees Farrer A Co LP 16 840 60 3140 00
Company acxcuntsney Fees Masrke Andres 4556 00 776 00
Teta! O's aneing dowisary Fees (net VAT) 3345600
Exumated Owing ta HMRC & Companies Houre
Ae notaing Ta Hatilry BAICO(NTIUSI Lid 61 15 26544 eezy
Weithnotaing Tax Lsvbrery Agran Gayter §} #8 443007
400 00
Corpora 1an Tae trabihty to 31 03 13
Corporation Tax Liatiity 01 04 3 tm 2908 18 Est 25.0000 8
Corny an ex Mouse Late Filing Penalty Est 1500 07
wiannola ng Ta Interest ést 700.00 16665 96 18)
VAT tela (9) 16 605 96
Teta Emimated Ow ng to MMU A Companies Hite 39 20648
56 TOTAL Unsecured nan prefereatial cla ms s30 181 7
Crurrered ce! cency ate Fea mg charge where aopicable (Drought down)
Eeumated denictancy/surolue ae regacds 70.085 ae
Iisumd ond cated up capita 1000.00
Eatimated total deficiency / surplus on r09 2 ORr Rs {Sea Notes]
RGTES TO STATEMENT OF AFFAIR
wm Costs in the eden: Won (ind those resting to Adrian Gayler s Application for an administration order /
referenced ini the Administration Order dated 29 OB 14) sre NOT included in the Statement of Affairs See
achedule Arise Capital Limited - Creditors 29 08 14 attached
@ Moore Stephens LLP fees sad expenses @ NOT Included In the Statement of Ataire
Potential amounts (interest, fees and expenses) which Adrian Gayler claims 1 owed to Rim are unknown and
tcp Greputed are NOT included in the Statement of Affairs
u She Company has S397? 264 3711 bas pccOLeeE a COATS BO Thue change ree has bear used to prepare the Statemertof
Asters Cie wibyeed to Cnarmge
n Tre poor perfarmarkeof Sin Gry Fa Machece <2 A Ute ha oP Rw ve the Cant cf oration Bnd Bieribut oh tf The Sims tomtanet
eth Chany $ DORUOR An te recoupment water] meane € af unkawly Company ~ fi recenm any defestag revues {rom these fries
, The vakdiry of Adrien Gayle $ Poaung charge aver accounts Aoted O8 02 13 (armen Fe conver aa ott cnarge on 04 09 134
Giuavted ursuant [1 5245 Imatwency ACC 1985 vid arth her Status an g Secured eStOF
on LOAN On BY before tx
Foren exchange lostes incurred by Comperty #3 a retét Gb Adrian Gayler b reh.sat 10 36CEDt remy "rmsUS$1OF NY6103)
mauurty data {19 10 3} G2F waive of aatance m Company US$ accounts ag al the natun ¥ dare {£1 Les9 GOP valve of
Balance in Company USE auovurts as 4 [1709 4 (k1 USS S3))
cu Coicute'ed a matin y ante of adnan Gaylers Loan (19 30.19)
“ Caleta ed using spot tate an O99 13 {L4 USE SOK7) bemg ine aate BAL s wteresr was pad
fa bar rah staturary accounts for paniod 1 04 12 to 3104 13
Company + management actounts preps ad a8 a° 30 06 14 snowed # perertial corporation tay habvity of E16 920 TTs as ed that 96,
VAT che gad weuild be recoveres by uve Camas ty anid iat VAT ceca meciiecovertd byhathCompany mould be repayable © HMBC fsa 19
below} Inthe event tha te VAT Charged is racoverabie Chempany « forpora.sot Las y wil crease to ib est ma be s—Tount
aT peatmect of Company < eupities cleans Comperty%s enticement to be AT reqs fre and its. nght to VAT recowery on ererses may
be questioned by FWRC. F succerstulty Chabenged Combety wll have tn reas VAT recovered (£18 829 07} nd wif not be able £0
recover the uncis ted VA" (x 6 605 36) if tre £ 6.629 07 nes to be repaid co HMRC nterest and “nates aul an te payane The
Tevel of Such penal ef wil Zepend on MARC ot7 Tune followng arguments put lornard .n-navastion tn Company S manacerent
ArraUN’s prepa ed af at 3006 4 8 peratty of 30% (£5 648 72) and interes: (4409) aan netucedt
Form 7 1A
Rule 7 3 Form
IN THE MATTER OF THE INSOLVENCY ACT 1986 71A
Application Notice
“Name of company or-debterbanicrupt Company number
“Delete as A ecacr
‘
applicable F<4
Se a ‘
he Yos Zs
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In the LEED SoDe wi ar For court use only
CEG, ste Court case number
[full name of court and ifknown the dwisiod or
district reaistrv of the court 1
*Type of sasowvency. ree
“Delete as Admunistration/Administrative
applicable recerershipHquidatiMieye.
Between theme
Applicant — ( L£ ‘ .
STEP Hes MsbE aS OF OMFAaNY
and
Respondent
P ADA:AN GArEvl
ts this application in insolvency proceedings which are already before the court?
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lf YES, please provide-
Court reference number for the pending proceedings to which this application
Ty Pony
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For Office use Intend to apply to the Judge/Registrar/District Judge on - ar Ne :éh]
Date
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(b) State clearly
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(SOLIGFOR-FOR-FHES APPLICANT
if you do not attend, the court may make such order as tt thinks Just
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Form 2.15B
Rule 2.29
Statement of Concurrence
Name of Company Company number
Arise 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 Arise Capital Limited
office of company to (‘the company’)
which
statement of affairs
relates
(b} insert date statement Made on (b) 14 November 2014
of truth on the statement
of affairs was made
(c) Insert full name of by (c) Adnan Gayler
person who made the
statement of truth on the
statement of affairs being
concurred with
Statement of Truth
(d) Insert full name and | (d) Adrian Gayler of Flat B, 12 Paveley Drive, Morgans Walk, London SW11 3TP
address of person making
statement
“Delete as applicable
*concur with the Statement of Affairs of the above company, subject to the following
qualifications
(e) Please list matters in
the statement of affairs
(8) | do not concur with the Statement of Affairs provided by Mr Pettit dated 21 10 14
which you are not In
agreement with, or which Legend
you consider to be - Adnan Gayler (AG)
efroneous or misleading,
- APFB Services Limited (APFB)
or matters to which you
have no direct knowledge - Christopher Pettit (CP)
and indicate reason for - Stephen Robbins (SR)
listng them - 1975 Consulting Limited (1975)
- Withholding Tax (WHT)
The points below shown as [ ] are referenced to the numbers assigned within Notes to
Statement of Affairs, provided by CP
« Email to Philip Sykes from William Ballman, dated 17 October 2014 ‘As you may have
gathered by now, there ts iittle to no prospect of the Company's actual or potential
habilities being agreed by the directors collectively AG does not accept that a vast array
of expenditure allegedly incurred by Mr Pettit and separately by Mr Robbins 1s properly
chargeable fo the Company, conversely, | expect, neither CP nor SR accept that some
or all of AG's claims should be payable by the Company A deadiock Consequently, |
doubt that you will get any one of them to agree the total potential habilities other than a
mathematical list on a “without prejudice" basis ’
(C) Potential amounts interest, fees and expenses, which are owed to me, are included in
the attached AC_Statement of Affairs Calcs_Draft 1 3_AG Edits_14 10 14, which ranks the
various Assets and Liabilities of the Company, based upon the following assumptions
Software Suppied by Tumkey Computer Technology Limited, Glasgow
a
[3] My Floating Charge Over Accounts dated 08 02 13 and converted to a Fixed Charge on
04 09 13 ts a valid charge
« Assets subject a Fixed Charge Adrian Gayler Loan
o Principal £350,000 00
o Interest to 191013 Gross £14,038 30 (Net £5,600 00) on the assumption that
WHT at a rate of 20% is payable by the Company on a total of £42,000 00
(£8,400 00)
o Interest from 20 10 13 to 290814 Gross £23,780 72 (Net £19,024 58) on the
assumption that WHT at a rate of 20% 1s payable by the Company
o Recovery costs £82,260 00
[4] Less Foreign Exchange Losses The Company did not incur any foreign exchange
losses, as a result of my actions As Fixed Charge holder | did not withhold my consent on
the accounts over which | held a Charge, legitimate payments were authorised and made to
several parties, including those to BAI (Mitus) Co, HMRC
o On my insistence, via email, Moore Stephens converted the US$'s on account
at Coutts & Co at a favourable market rate
{5] CP's assertions regarding interest due on my loan are incorrect, please see point [3]
above
[6] The treatment of BAI’s WHT on interest paid may be incorrect, the loan was for a period
of less than 12 months and therefore WHT may not be due
The points below shown are referenced to the number assigned within Notes to Statement
of Affairs, provided by AG
Corporation Tax Liability
(7} As per the statutory draft accounts for 01 04 12 to 31 03 13
[8] Company's management accounts prepared as at 30 06 14 show a potential corporation
tax liability of £16,950 00, on the assumption that no VAT charged would be recoverable
and that VAT reclaimed would be repaid by HMRC In the event that VAT ts recovered, the
Company's corporation tax could potentially increase
[10] Assets (over claim for reimbursement) £136,070 00
¢ To the best of my knowledge no Meetings of the Directors were held at which APFB,
CP, 1975 or SR terms and conditions of remuneration for Advisory, Consultancy,
Directors or other services were agreed and/or approved
« Pursuant to the Share Holder Agreement relating to Arise Capital Limited dated 23
October 2012, any such meeting held would have had to adhere to Clause 5 Meetings
of the Directors
o Clause 5 4 ‘The quorum at any meeting of the Directors (including adjourned
meetings) is two, provided that the quorum includes the AG Director (but only
until such time as all amounts due and payable under the Loan Agreement have
been indefeasibly repaid) and either the APFB Holdings Director or the SR
Director (but only for such time as AG, APFB Holdings or SR holds the Relevant
Percentage respectively) ’
o Therefore the meetings would have had to include AG
* Clause 6 Consent Matters - the Company shall not ‘6 270 approve the revision of the
Business Plan or any subsequent business plan approved pursuant to Clause 8'
¢ Therefore any creditors claims for payment for Advisory, Consultancy, Directors
Services and or other services made by APFB, CP, 1975, SR or their connected
companies are unauthorised and may be subject to misfeasance
* To the best of my knowledge no Meetings of the Directors were held at which the
engagement of Farrer & Co was discussed, approved and authorised Therefore any
Software Supplied by Turnkey Computer Technology Limited, Glasgow
creditor claims for payment by Farrer & Co for Company legal fees are invalid If CP
and/or SR have entered in to these arrangements, they did so in their personal capacity,
not as Company Directors
o Outstanding Advisory Fees (incl VAT) - Farrer & Co LLP £18,840 00
o Administration expenses - Farrer & Co LLP £25,665 00
o Emaitto Anthony Turner from Bryan Green dated 01 11 13
¢ [dispute the creditors claims for payment for Advisory, Consultancy, Directors Services
or other services made by APFB, CP, 1975, SR or their connected companies after the
5 September 2013, for the following reasons
o The Company was dormant from 4 September 2013, due to it having insufficient
funds to lend to third parties for the purpose of Film Bridge Finance
o AG Loan principal and interest was due for repayment on the 19 October 2013
« Based upon the points above the following creditor claims are invalid
o Outstanding Expenses (incl VAT) — APFB and SR totalling £36,977 54
o Outstanding Consultancy Fees (incl VAT) — APFB and SR totalling £78,951 00
o Outstanding Advisory Fees (incl VAT) — Maurice Andrews £4,656 00 (creditor
claim should be £3,000 00)
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 Adraa-Gayler
Signed
Dated 14 November 2014
Software Supplied by Turnkey Computer Technology Limited, Glasgow
Monday, 17 November 2014 10:05:07 Greenwich Mean Time
ease a on
Subject: Arise Capital Limited - in Administration
Date: ‘Friday, 17 October 2014 15 05 46 Britsh Summer Time
From: William Ballmann
To: Phillip Sykes
ce: Adrian Gayler
Phillip
t attach Adnan Gayler's draft SA in relation to the Company As you may have gathered by now, there is little to
no prospect of the Company's actual or potential liabilittes being agreed by the directors collectively AG does
not accept that a vast array of expenditure allegedly incurred by Mr Pettrt and separately by Mr Robbins 1s
properly chargeable to the Company, conversely, | expect, neither CP nor SR accept that some or all of AG's
claims should be payable by the Company Adeadiock Consequently, | doubt that you will get any one of them
to agree the total potential liabilities other than a mathematical list on a "without prejudice” basis
also attach AG's completed directors questionnaire
As regards AG's secured creditor claim against the Company, | note from your email of 16 September 2014 that
you were taking Counsel's Opinion on the validity of AG's secunty Have you obtained this? If so, what has
Counsel had to say?
I note further that you have referred to Section 245 of the [A 1986 Whilst | accept that $245 of course applies
given AG's position as a person connected with the Company and the date of the security instrument, | am not
aware that there are any grounds for invalidity, of any part of the consideration provided by AG, within the
meaning of $245(2) given that the whole of AG's advance was new money and that it was a strict condition of
the terms of the facility that the Company would provide a convertible floating charge to AG in return | beheve
you are aware that Taylor Wessing advised AG at the time
Can AG's secured claim be determined as soon as possible please?
It will not surpnse you to hear, given that Mr Pettit initially contested the administration application issued by AG
as a creditor, that my firm’s costs in connection with obtaining the Administration Order are considerable Ideally
we should agree these but | can have a formal bill of costs drawn up, if that proves necessary, albeit that will
incur further costs
| look forward to heanng from you
Kind regards
William Ballmann
Partner
for Gateley LLP
dt +44 (0) 113 218 2475
df +44 (0) 113 218 2471
m +44 (0) 777 558 6346
aliman ateleyuk.cor
www gateleyuk com
Please consider the environment before printing my email
——"
Page 1 of1
Attga Capltal Umiad (‘Company’)
‘Statement of Aftalrs Caley
as 0b 29.08 16
8S 1.608 Bt a
£ ws ovat
assers
ost ia Bank (280019 3813 sr 437
Sia Coy 2 "MacheteKM" deferred revenues [2]
susToTAL soaasasa
Asia suhect to wfned chacge
Atrian Goyer Looe (3)
350,000.00
srterert fess Wanbokding Tex) (2) 340000
dearest to 2001013 t0 29-08 14ers Wrebhokding Tox) 4] 048
fecavary sett} £22600
SUB-TOTAL Assats ubject tox Mand charge ssenaase
assets subyec ta afloating charge
Assad fover cht for rubobursernest) aces cated ead paid outta APPR Services Chivtngher Petth nad Suphen Rabies 156 070.00 f10)
a pert erat ecco deted 51.08.18, but wot Weed, unauthorised peyroents i
Directar for sdesory fous, expenses wed previck of buregs serdar und my be
snibheclto micfarounce
Irvemated total arcets weatabl for preferential creditors 107,53936
uasiurirs .
‘Secured preferantistcisi
SUB-TOTAL Secured pevferantat chim -
rwvated deticlency/surpiia ws reguads praterantial rectors a7 5938
timated prescribed part of nat property whars applica bi fo cary forward) 27 53986
cbt secured by Mosing charges
rdemated defiioncy/surplus of exsets ther flosting chorees 7 52936
Carenatad prescribed part of nst property where spplcabie [brought down}
Total asets avelabia to unsecured creditors 207 52936
Ecionated dafciancy/turplus of asset ther Moating haces armas
Outstanding Expenses (Int VAT]
Unsecured son-oreferantial chins
APES Sarda Lined (01 02.15 1931.08.18) ha :
APEO Services Utd (01 06 53 10 31 40.53} ne]
‘Stephan Robbins (28.03 13 to 02.08.13) 101
Staphan Abii (11 07 13 1025.11 £3) ha -
‘Adnan Geyiet 0 510825}
Toxal Outstanding Experaes fsck VAT]
Outstanding Conuttancy Fans tock VAT)
APFO Serica Urs (01 02.13 fo £9 10.5} pol
Stephen Aotbins (Ot 02.43 10 19.10.39) In9}
‘Adelan Goyler 006 12 c0 19 40 13)
‘Tota! Outrtareng Canaultancy Poss neh VAT) :
Outstanding Altsory Fees Ord VAT)
Comgnry Lago! Foes Farrer & Cour
Company Accountancy Fou Mouse Andrew 3,900.00 son0
Tonal Oxtcanding Adwsory Fano Ooch VAT 3,000.00
[Exienatnd Owing 19 HMAC & Convpantes Howse
Wrovholding Tex Lobby BAI Co (TUS)Led [8] as oa
‘Wtwialdeg Tax Unity Asion Govies {5} as.as614
Coxporation Tex Vobity t9 31.03 13 ‘an800 171
Conparotion Tox Doblty 01 06 13 to 28.08 14 Eet 2500000 {5}
Companies House tote log Panay Est 1 $00.00
Tor terost Est 700.00
YAP Redoin [3] 390.00 $00.00
‘Total Extinatird Owing to HMRC I Companies House 16658
SUB-TOTAL Unsacuted non preferential datos ©6838
‘trated denehencr oes Fared Chares oroughe down mesma
Estiusted decency crphes eu ragarts coeds mann
lssued and called up copra 1.00000
Athmatad total deticaney/urplus oa regard rearebers EDSS7L77 Gembotes)
WOTEETO STATEMENT OF AFFAIRS
“” Corts inthe adkuintstzrtion
(ind. those relating to Adrian Gevder 5 form order ee
‘Onder dated 29 08 14} are HOT tnchided inthe Statementof Affairs, Sea schedule Ariua Capttal Umited Caditors29 08 14 attached.
However nial timatan ¢ £464 phat
Moore Sapiens LLP (oes 2nd expensen are NOT inciuded In the Strtament of Affaiet
a ‘The Conngany bas USS977 204.37 4 beak accounts st Coutts & Co. Ths axcharige neta hes bven ued to rupary the Statement of Affari lt
subject to chang.
rr) ‘Tha poor performance of Sia Chy 2 A Macbeta KBs et tha toa office a the tost of prod.xtios sad dltrtbution of tha ima combined with
Comgacr’s position ta the recouoment watarfad een Bis unthaaly Comauty wil riceh any daferred reveaus fromm theme Mrs.
ey ‘Adrian Gayla ald Posting Charge over aconunts dated 08.02 25 {converted to 0 fined churga on 08.05.13)
4) to 29.08.18
Calouirted t6 uturtty date of Adrian Gaye's Loon (19.10 15} Calculated 201013
ie) ‘Amvount TOC eusovary fees for Beaton Charles Gatley, Leonard Curt, Tau Captal
fe Caloulated using tpot rata om 09 10:33 {62 USS2.6067] being the date BASS intarert wet paid
a ‘he par drat setusry mecounts for partod 01.04.12 to 31.03.13
ro Coreg mys nani gemest accounts prepared a9 €t 30.06.14 showed » patente corporation ta Ibkay of E4950. Tas sxourmed thet 00 VAT
Charged would be recovered by tt Compemy wad tat VAT recteired/recovared by Cornpery would be repayabie to HMAC bone [9] bebo] ltt
‘event tat the VAT chard ie Companys aa nb wil thas extracted smoust,
a ‘WAT beatrnest of Company's suppies oeans Company's entelamert to be VAT reghtered pad fe rig tn VAT recovery on expenses ray be
eewnstioned 99 KOIRC successfully chalet gnd, Conrpuey wil bavs to eupay VAT recovered [£18.829.07) ond wil aot be obfe to recoverOa
Lnchnimed VAT (£500.00) 1 the £18,429.07 has to be repaid to HMRC mtarert and penulier wil azo be payable The level of such penaltieswll
dependon HMAC + attitude following argument put forward in mitigation. In Company mana pament acceust prepmred tr at 30.06141 pansy
of 30% (65,648.72) and interest (65004 was inched
fol ‘The Board tis not approved uny contracts for advisory, contractors consultants, arrnloyee aor vervica providers theretora efi fram APF.
Molsings and Steve Robbins ara Invalid. Oirectora ware making payments from the business without authorsaton which wer the reason why AG
‘converted his Flasting Cherge to a Fixed Charge
a7 Yin | ov00s + 3 perewersg| ano saquedwo
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Monday, 17 November 2014 14:30:55 Greenwich Mean Time
a na
Subject: RE Arise Capital Ltd 2nd email [FARR mLWe]
Date: Friday, 1 November 2013 15 44.53 Greenwich Mean Time
From: Bryan Green
To: BLAKE, Martin, TURNER, Anthony
ce: chris petht @arisepictures.com, Alex Cadwallader (Alex Cadwallader @leonardcurtis co uk), Neil
Bennett, Adrian Gayler, steve.robbins@arisepictures com, Abir Mukherjee -
(abir@athenacorporatefinance com)
Dear Sir,
1. You still have not informed us who exactly your client is. Can you please by
return confirm who your client or clients are?
For the purpose this email we are assuming you are acting for Mr Pettit and
Mr Robbins.
2. Please confirm whether your clients will be co-operating with Mr
Cadwallader of Leonard Curtis when he attends the companies premises |
assuming your client allows him access? To this end please confirm whether |
or not your client/s will be refusing him access to the companies premises?
As mentioned in our earlier email our client will be co-operating with Mr
Cadwallader.
We have a different opinion on who will be responsible for the cost of such an IBR
and as such reserve our clients rights.
Regards
Bryan Green
TnuiCapital LLP
Mob:+44(0)7931 557737
www.TnuiCapital.com
This communication and any attachments contains information which ts confidential and may be
subject to legal privilege It is for intended recipients only if you are not the intended recipient
you must not copy, distribute, publish, rely on or otherwise use It without our consent Some of
our communications may contain confidential information which it could be a criminal offence for
you to disclose or use without authority If you have received this email in error please notify
[email protected] immediately and delete the email from your computer
From: BLAKE, Martin [mailto‘martin [email protected]]
Sent: 31 October 2013 21:46
To: Bryan Green; TURNER, Anthony
Ce: [email protected]; Alex Cadwallader ([email protected]), Neil Bennett,
CS
Page 1 of 5
Adnan Gayler ([email protected]), steve robbins@arisepictures com; Abir Mukherjee -
([email protected])
Subject: RE. Arise Capital Ltd 2nd email [FARR.mLWg]
Dear Mr Green
| wnte to respond only on one point for now as Mr Pettit is on holiday this week and we have only had the
opportunity to catch up with him briefly on the telephone
We note from a subsequent email that Mr Cadwallader 1s proposing to attend the company’s offices on Tuesday
5 November 2103
Our client does not agree to Leonard Curtts carrying out an IBR of the company We refer you to our letter dated
24 October 2013 which states, amongst other things, that Arise Capital is not in default under the loan
agreement and the charge 1s therefore not enforceable
Accordingly, Mr Gayler has no right to make such a request and the Company is not responsible for any costs
Incurred in connection with such review Furthermore, such a request is entirely spurious given that Mr Gayler
has access to the information requested
We will speak to our chent on Monday and look to provide a fuller response to your email thereafter
Yours sincerely |
Martin Blake
Partner
Farrer & Co
Tel +44 (0)20 3375 7353
From: Bryan Green mailto [email protected] uk] :
Sent: 29 October 2013 4:36 PM
To: TURNER, Anthony; BLAKE, Martin
Ce: chris.pettit@arisepictures
com; Alex Cadwallader ([email protected]), Neil Bennett, |
Adnan Gayler (ag@monzacapital com); roebbin risepicture
Subject: RE: Anse Capita! Ltd 2nd email
Dear Sir,
We act for Mr A Gayler.
Our client is delighted you are now involved as he believes commercial sense may
prevail. We assume you are acting for Mr. Chris Pettit and Mr. Stephen Robbins,
given you don’t have any authority to act on behalf of the company.
Our client is not only the charge-holder, but also the 51% shareholder and director.
You will of course be aware that as 51% shareholder and charge-holder he has a
significant interest in the company. It is also clear that the board is deadlocked and
until the deadlock is resoived no business can be undertaken.
It is clear that our respective clients do not wish to undertake any further business
together and as such a commercial resolution needs to be found whereby either
your client buys our client out or the company is wound up. It is a very simply
Page 2 of 5
www. TnuiCapital.com
This communication and any attachments contains information which ts confidential and may be
subject to legal pnvilege It is for intended recipients only If you are not the intended recipient
you must not copy, distnbute, publish, rely on or otherwise use it without our consent Some of
our communications may contain confidential information which it could be a criminal offence for
you to disclose or use without authority If you have received this email in error please notify
nfo@Tnu:Capital.com immediately and delete the email from your computer
from: Bryan Green : :
Sent: 29 October 2013 16:30
To: ‘Anthony. [email protected] uk’; ‘martin blake@farrerco uk’
Ce: ‘chns [email protected]', Alex Cadwallader (Al dwatlader@| rdcurtis.co.uk), ‘Nel Bennett’;
Adnan Gayler ([email protected]); '[email protected]’
Subject: Arise Capital Ltd IBR
Dear Sur,
We act for Mr A Gayler the charge holder registered over Arise Capital Ltd (“Arise”) We assume that
you are acting for Mr Chris Pettit and / or Mr. Stephen Robbins, given the company has not
authorized you to act We are sure you are aware the board 1s deadlocked and no resolution has
been passed to engage solicitors Please confirm who you are acting for? That being said our chent
welcomes your participation, as he believes your involvement may bring some commercial sense to
these matter.
Our client as charge-hoider has asked Mr A Cadwallader of Leonard Curtis to undertake an
Independent Business Review (“IBR”) of Arise Capital Limited. Our client as both Director and
shareholder 1s agreeable to Mr Cadwallader to undertake the IBR We understand Mr Cadwallader
along with members of his team will be attending the premise on Thursday the 31°of October at 10
am and as such would ask that your clients provide them with all the assistance necessary to
complete their review Our client will also be providing them assistance as request Mr Cadwallader
will be contacting you shortly to make arrangements for Thursday's visit
We have copied all relevant parties 1n to this email to ensure that everyone is aware of their arrival
Once the {BR has been undertaken our clrent will then be in a better position to see a way forward
with these matters. Your client can always make submission in respect of the future of the business
as he / they see appropriate
Kind regards
Bryan Green
TnuiCapital LLP
Mob:+44(0)7931 557737
www. TnuiCapital com
This communication and any attachments contains information which Is confidential and may be
subject to legal privilege itis for intended recipients only If you are not the intended recipient
you must not copy, distnbute, publish, rely on or otherwise use it without our consent Some of
our communications may contain confidential information which it could be a criminal offence for
you to disclose or use without authority If you have received this email in error please notify
nfo@TnuiCapitat com immediately and delete the email from your computer
Page
4 of 5