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                                                                                                              Form 4 20
  Rule 4 34 - CVL

                            The Insolvency Act 1986
                            Statement of Company's Affairs

                            Pursuant to section 95/99 of
                            the Insolvency Act 1986



                                                                                                   For Official Use

                            To the Registrar of Companies


                                                                                                  Company Number

                                                                                                      00076185


                            Name of Company


                              SIT Controls (UK) Limited


                            1/We
                            Adrian Duncan
                            3rd Floor, Queensbury House
                            106 Queens Road
                            Brighton, BN1 3XF




                            the liquidator(s) of the above named company attach a statement of the company affairs
                            as at 05 July 2013




                           Signed       L       /                                      Date    05 July 2013
                                            7




                           A                                                            IMUELILA
                           Jackal Advisory                                                                            '
                                                                            SATURDAY




                                                                                                  ‘A
Software Supplied by Turnkey Computer Technology Limited   Glasgow                                 13/07/2013
                                                                                              COMPANIES HOUSE
Rule 4 34-CVL                                                                               Form 419

                    Statement of Affairs

                    Statement as to affairs of

                    SIT Controls (UK) Limited

                    on the 5 July 2013 the date of the resolution for winding up


                +
                    Statement of truth


                    \ believe that the facts stated in this Statement of Affairs are true


                    Full Name              Chal Ne


                    Signed           \y                 J



                    Dated                 wS/EPf         tors
SIT Controls (UK) Lunited
Statement Of Affairs as at 5 July 2013

A - Summary of Assets
                                                                                     Estimated to
Assets                                                         Book Value               Realise
                                                                    £                      £

Assets subject to fixed charge

Assets subject to floating charge

Uncharged assets
Landiord  =,                                                            3,278 00                       3,278 00
HMRC - VAT Refund                                                      14,046 00                      14,046 00
Cash at bank                                                          994,126 77                     994,126 77
inter Company Debtors.                                                323,032 00                     323,032 00

Estimated total assetsav   stable for preferential creditors                         wm             47334,48277
                     i;

                    if
                                                               -               a)
Signature         fy                                 Date      S /o    ) {2c    ‘3
       wy       I
     SIT Controls (UK) Limited
     Statement Of Affairs as at 5 July 2013

     Al - Summary of Liabihties
                                                                                                                       Estimated to
                                                                                                                            Realise
                                                                                                                                    £

     Estimated total assets available for preferential cred:tors (Carried from Page A)                                   4 334,482 77

     Liabilities
          Preferential Creditors -
                                                                                                                      __          Nit
     Estimated deficiency/surplus as regards preferential creditors                        —_——                          1,334,482 77

     Debts secured by floating charge pre 15 September 2003
     Other Pre 15 September 2003 Ftoating Charge Creditors
                                                                                                                                  NIL
                                                                                                                 “4,334,48277
     Estimated prescnbed part of net property where applicable (to carry forward)          oe            oe              eee      Nit,
     Estimated total assets available for floating charge holders                                                        1,334,482 77

     Debts secured by floating charges post 15 September 2003
                                                                                                                                  NIL
     Estimated deficiency/surpius of assets after floating charges                         aT                         “4 (334,482 77

     Estimated prescribed part of net property where applicable (brought down)             a                      -               Nit
     Total assets available to unsecured creditors                                                                       1,334,482 77

     Unsecured non-preferential claims (excluding any shortfall to floating charge holders)
             Trade & Expense Creditors                                                                  124 00
             Creditors - Inter Company                                                                8,796 00
             HM Revenue & Customs.                                                                      356 60
              Pension Scheme     Monthly Contribution Due                                            19,827 00
             Pension Scheme Liability - S75 Deficit                                               6,069,000 00
                                                                                           oe                            6,098,103 00
     Estimated deficiency/surpius as regards non-preferential creditors
     (excluding any shortfall in respect of F C's post 14 September 2003)                                               (4,763,620 23)

     Estimated deficiency/surplus as regards creditors                                     Te                           (4,763,620 23)

     Issued and called up capital
             Preference shareholders                                                                55,000 00
             Ordinary shareholders                                                                 677,750 00
                                                                                                                           732,750 00
     Estimated total deficiency/surplus as regards members                                                   ~~       (9,496,370 23)



                                                                      ~ 7              )
     Signature                  ware                        Date as     L    We       >
‘y                        TO
                             SIT CONTROLS    (UK) LIMITED

       NOTES TO THE DIRECTORS’ ESTIMATED STATEMENT OF AFFAIRS



Assets

Landlord

i have been advised that the amount of £3,278 is due from the landlord in relation to
the performance deposit paid for the use of offices


HMRC — VAT Refund

A VAT refund is due to the Company for £14,046        This refund relates to the period of
April to June 2013

Cash at Bank

Ihave been informed that the total cash at bank as at 3 July 2013 is £994,127

Inter Company Debtors

The inter company debtor balance of £323,032, includes commission due from Sit La
Precisa SpA in accordance with the sales made from January to March 2013


Liabilities

Trade and Expense     Creditors

The Company has £124 00 trade and expense creditors

Inclusion in the list of creditors is not an admission of the debt stated and non-
inclusion of any creditor does not prejudice that creditor's rights to make a claim
against the company

Inter Company    Creditors

The Company provided inter company support which was invoiced at the year end
£8,796 remains outstanding in respect of this accrual


HM Revenue & Customs

There Is a lability of £356 00 due to HM   Revenue & Customs       (HMR&C)    for National
Insurance contributions and benefit abilities accrued from April to May 2013
Pension   Scheme    Monthly Contribution

The amount of £19,827 represents a contribution payment for June 2013 which was
due to the Pension Scheme

Pension Scheme Liability — Section 75 Deficit

The actuarial valuation as at 6 April 2012, estimated a Section 75 deficit in respect of
the Scheme of £6,069,000

Deficiency Account

A deficiency account has been produced and reflects estimated            trading   profit of
£1,672,123 for the period 1 July 2013 to 5 July 2013




This information was extracted from the records of the company and recent correspondence




                                                                                               I
                                                                                      Wy
SH CONTROLS (UK) LIMTED

‘Summary of Statutory and Accounting information
Company number                        76185
Incorporation dete                   2711903
Former name (date changed}           NA
Oate af fatest annual retum          2406/2013,
Date of latest thad accounts         31062013
Company director                     Name                                                        Appoinied                    Resigned
                                     ‘Mr Glenpecis Ansetny                                       OIMS2O12                           NA
                                     Me Fube Cami                                                V6MS2071                 T2212
                                     Fedenco Oe'stefant                                          05/93/2000               1214272012
                                     Mr Paots Groff                                              1470212008               O7TMBR014
Company secretary                    Mr Vincent Jamie Gosiing                                    01/10/2004                          NA
Registered Office                    Westone    Wefington Steal, Leeds Uniled Kingdom 151 4BA
Previcusty                           UAKS West Moor Park Yorkshie Way          Doncaster Yorkshie ON3 3647

Principat business activities        ‘Other business suppor service activities noi elsewhere classified
Authorised share capital             Ordinary Shares                         Preference Shares
                                                                6 777 500                            58 000
issued share capital                 8777 500 ordmary shafe of EO 1          ‘§$ 000 preference shares of £1
Shareholders                         Name                                    Holding
                                     Si7 Contos BY                           8 777 500 ordinary share at£0 1
                                     SIT Controls BV                         55 000 preterance share of £1
Mortgages & charpes                  Charge Hotder                                    Registered                  Satisfied Date
                                     The Royal Bank of Scotland
Fixed charged on purchased debt      Commercial Services Ltd                          01/36/2002                    2370472008,
Appointment of New Trustee           Prasent Trustees J W Close {J W
supplement to Trustee                Bray                                              2121908                          NIA

Accounting information
                                                                                                                  Protoss before ProfitiLose tor the
Period Ended                                             Tumover (in €]       Operating Pratiulose {ine}                       tax {ink}          year {inc}
Prof & Lass Account as at
 Year and 31 Cecember 201t                                        439 G00                            24.000                     {6.000}             (36 000)
Year end 21 Qecember 2010                                         Stt 000                           437 000                    107 000                82.000
Yaar and 21 December 2009                                         515.000                            65.000                     41.000                 3000

                                                                                Total Assets Leas Current                                  Nat (Utabilitles}/   Sharehotders
Perlod Ended                                   Nat Current Assets {in€}                     Lhabilities (In €j ension Ltablttty {ia £}         Assets (In €)     Funds (ia €}
 Balance Sheet as at
Year ond 30 June 2013                                           1199 567                           1199 567               (2.095 G00)             (895 433}         (896 433)
Year end 31 December 2011                                       (484 000                           1 484 000              41308 000}                176.000          176 000
Year end 31 December 2010                                       1.624 000,                         1624 O00               (1 186 000)               434,000          43a 000
Year end 31 December 2009                                       1526 000                           1827 000               4t 139 000)               388 000          388 000


                                                                                                                                            ye
SIT Controls (UK) Limited

Estimated Deficiency Account
For the period from 1 July 2013 to 5 July 2013


Amounts written down for the purposes of the Statement of Affairs
Refund due from Landlord                                            NG
HMRC - VAT Refund                                                   Nil
Cash at Bank                                                        Nit
Debtors - inter Company                                             Ni

Total assets written down on the Statement of Affatrs

Items arising on insolvency of the Company
Additionat claim on Penston Scheme - Section75 deficit                     (3 974 000)

Profit and Loss Account as at 30 June 2013                                 (2 461 743)
Assumed trading profit for the period 1 July 2013 to 5 July 2013            4 672 123
                                                                          ee
Deficiency to Creditors                                                   (4 763 620)
                                              COMPANY        HISTORY

SIT     Contrals     (UK)   Limited   was   incorporated     on   27   January     1903     It is a wholly    owned
subsidiary of SIT Controls BV

The principal activities cared out by the company were sales, after sales and technical
support of the parent company products for residential heating appliances, industrial ovens,
gas fuelled engines and domestic appliances It derives its income from commissions on
sales in the UK of the Group's products

The Company operated a defined benefit pension                           plan known as SIT-Bray Limited
Retirement and Death Benefit Plan (the scheme),                          and the Company was the sole
participating employer

The Company made a loss after taxation of £262k on a turnover of £439k for the year ended
31 December 2011 (FY11) with approximate cumulative losses after taxation amounting to
£3 8 million for the six years to the year ended 31 December 2010 (FY10)

The preliminary actuarial valuation prepared in 2012, indicated                           a scheme    deficit under
Section 75 of the Pensions Act 2004 of approximately £6 milhon

SIT SpA has provided a guarantee to the Plan for £15 millon In July 2012, the Trustees
had proposed a recovery plan whereby £1 milton was to be patd as an intial ump sum with
further annual        payments    of around    £200k       over 20 years to include the expenses              of the
scheme

The directors of SIT Controls (UK) Limited reviewed the Company’s financial pasition in the
light   of the     Trustee's   expectations    and   the    funding    deficit   in the   pension    scheme    They
formed the view that the Company would not be able to support the scheme in the long term,
nor afford the stepped-up contributions likely to follow a pension scheme deficit

In May 2013, Stephen McCleery (Orsingher Orthu - legal advisor to the Company)
approached Jackal Advisory, on behalf of the Directors, to discuss and review the options
available to the Company

Based on Jackal Advisory’s preliminary review of the Company's financial statements, which
showed sustained operating losses and Its marginal balance sheet position, it was clear that
the Company is insolvent, with a significant lability due to its pension scheme

The director sought professional insolvency advice from Jackal Advisory and it was decided
that the best course of action would be to place the Company into Creditors’ Voluntary
Liquidation A written resolution was passed by the shareholder and director on 25 June
2013 where the Director resolved that Jackal Advisory be engaged to prepare the Company
for Liquidation

Notices of the meetings pursuant to Section 98 of the Insolvency Act 1986 were circulated to
all crechtors on 26 June 2013




                                                                                                                       :
                                                                                                                           Yay
                                                                                                                             A
Jackal Advisory
SIT Controls (UK) Limited
B - Company Creditors
Key         Name                                           Address
                                                                                                                                                   £
csoo        C/O Aon Hewitt                                 3 THe Embankment, Sovereigh Street, Leeds, LS1 4BJ                          19,827 00
CG00        Gozco Solutions Ltd                            71 Church Street, North Cave, East Yorkshire, HU15 2LJ
CHOO
                                                                                                                                          12000
            HM Revenue & Customs                           31 Lisbon St, Leeds, West Yorkshire, LS1 4SA
                                                                                                                                          356 00
RGOO        Mr Gianpaolo Anselm                            Westone, Wellington Street, Leeds, LS1 1BA
                                                                                                                                             000
CNao        Network Space Lid
                                                                                                                                             400
cso!        SIT La Precisa SpA                             Vaile dellindustria, 31/33, Padova, Italty                                   8,796 00
CPOO        SIT-Bray Ltd Retrement & Death Benefits Plan   C/O Aon Hewtt, 3 The Embankment, Sovengn Shreet, Leeds, LS1 4BJ          6,069,000 00
CcToo       The Pension Regulator                          The Pensions Regulator, Napier House, Trafalgar Place, Bnghton BN1 4DW
                                                                                                                                             000
8 Entries Totatling
                                                                                                                                    6,098,103 00
 Jackal Advisory
 SIT Controls (UK) Limited
 C - Shareholders
 Key        Name              Address                                      Pref         Ord   Other          Total
 HS0O       SIT Controls BV   Industneweg 35 c, 7903AH, Hoogeveen        55,000   6,777,500       0    6,832,500
 4 Entnes Totalling
                                                                                                        6,832,500
Signature
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