High
www.pwc.co.uk
In accordance with paragraph 49 of Schedule Bi \i%J$ of the Insolvency Act 1986 ]..etai1 Lirrrited — in and rule 3.35 of the Insolvency (England and Wales) Rules 2016 adlTlinistration Court of Justice, Business and Property Courts of
Date: 21 December England and Wales, Insolvency and Companies List 2017 (ChD)
Anticipated to be delivered on 27 December 2017 Case No. CR-2o17-oo9567
Joint administrators’ proposals for achieving the purpose of administration
pwc
Administrators’ proposals for achieving the purpose of administration
WS Retail Limited (in administration) Joint —
Appendix Estimated D: financial position including creditors’ details
packaged of sale the business of its and all assets i6
Copy Appendix C: the of Joint Administrators’ report to creditors on the pre
Appendix B: Pre-administration costs 14
Appendix Group A: structure 13
Receipts payments and account 12
Statutory and other information 11
Estimated financial position 10
What so we’ve done far 7 and what’s next if our proposals are approved
Brief history the of 5 Company it’s and why in administration
summary A what you cotild of 4 recover
Why we’ve prepared 3 this document
Abbreviations and definitions 1 Contents WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Abbreviations and definitions
The following table shows the abbreviations and insolvency terms that may be used in this document:
Abbreviation or definition Meaning
Administrators/we/us/our Matthew Boyd Callaghan, Ian David Green and Zelf Hussain
ABLs Asset Based Lenders, namely Barclays Bank PLC, PNC Business Credit (a trading style of PNC Financial Services UK Limited), Santander UK plc, HSBC Invoice Finance (UK) Limited and RBS Invoice Finance Limited BETS Department for Business, Energy & Industrial Strategy the Company T5 Retail Limited P&H Palmer & Harvey McLane Limited Other Group Companies Palmer & Harvey (Holdings) PLC; Palmer & Harvey McLane (Holdings) Limited; P&H (1925) Limited; P&H Direct Van Sales Limited; P&H Sweetdirect Limited; P&H Direct Limited; and P&H Snacksdirect Limited The P&H Group The Company, P&H and Other Group Companies Tobacco Companies Imperial Brands Finance PLC and Gallaher Limited HMRC HM Revenue & Customs 1A86 Insolvency Act 1986
IRi6 Insolvency (England and Wales) Rules 2016 M&A Mergers and Acquisitions preferential creditors Primarily employee claims for unpaid wages earned in the four months before the insolvency up to £8oo, holiday pay and unpaid pension contributions in certain circumstances prescribed part The amount set aside for unsecured creditors from floating charge funds in accordance with section 176A 1A86 and the Insolvency Act 1986 (Prescribed Part) Order 2003 Ashursts Ashurst LLP, solicitors
Bargain Booze Bargain Booze Limited, the purchaser of the business and assets PwC PricewaterhouseCoopers LLP RPS Redundancy Payments Service, part of the Insolvency Service, which is an executive agency sponsored by BEIS, and which authorises and pays the statutory claims of employees of insolvent companies under the Employment Rights Act 1996 Sch Bi 1A86 Schedule Bi to the Insolvency Act 1986 secured creditor A creditor with security in respect of their debt, in accordance with section 248 IA$6 SIP Statement of Insolvency Practice. SIPs are issued to insolvency practitioners under procedures agreed between the insolvency regulatory
1 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
authorities. SIPs set out principles and key compliance standards with which insolvency practitioners are required to comply.
SIP 9 Statement of Insolvency Practice : Payments to insolvency office holders and their associates
SIP 13 Statement of Insolvency Practice ;: Disposal of assets to connected parties in an insolvency process
SIP 16 Statement of Insolvency Practice 16: Pre-packaged sales in administrations SPA The agreement for the sale and purchase of the business and assets of the Company dated 15 December 2017 and made between WS Retail Limited,and Bargain Booze Limited LtO Licence to Occupy TUPE Transfer of Undertakings (Protection of Employment) Regulations 2006 unsecured creditors Creditors who are neither secured nor preferential
2 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Why we’ve prepared this document
On 15 December 2017 the Company went into administration and Ian Green, Matthew Callaghan and I were appointed as joint administrators.
We tell you in this document why the Company was put into administration. We give you a brief history and set out our proposals for achieving the purpose of administration. We include details of the Company’s assets and liabilities, and say how likely we are to be able to pay each class of creditor.
According to IA$6, the purpose of an administration is to achieve one of these objectives:
(a) rescuing the company as a going concern, or if that is not possible or if(b) would achieve a better result for the creditors than (a) (b) achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up (without first being in administration), or finally, if that is not possible (c) realising the company’s assets to pay a dividend to secured or preferential creditors.
In this case, we’re following objective (b) for the Company, to achieve a better result for creditors than would be likely if the Company were wound up (without first being in administration).
Our job is to manage the Company until creditors agree our proposals for achieving the purpose of administration and we’ve implemented them so far as possible. After that the administration will end.
The whole of this document and its appendices form our statement of proposals for achieving the purpose of administration.
We’re not seeking a decision from the creditors to approve our proposals because we think the Company doesn’t have enough assets to pay a dividend to unsecured creditors other than from the prescribed part.
So, our proposals will be treated as approved unless enough creditors ask us to seek a decision to approve them. This would happen if at least io% in value of the total creditors ask us to do so (inline with rule 15.18 IRi6) within eight business days of the date we deliver the proposals to you.
If you’ve got any questions, please get in touch with my colleague, James Moran on 0113 289 4067.
Signe
ZeIf Hussain Joint administrator of WS Retail Limited
Matthew Catlaghan, Ian Green and ZeifHussain have been appointed asjoint administrators of W$ Retail Limited, to manage its affairs, business and property as agents and act without personal liability. All are licensed in the United Kingdom to act as insolvency practitioners by the Institute of Chartered Accountants in England and Wales.
Thejoint administrators are bound by the Insolvency Code ofEthics which can befound at: https://www.gov.uk/government/publications/insotvency-practitioner-code-of-ethics.
Thejoint administrators are Data Controllers ofpersonal data as defined by the Data Protection Act 1998. PricewaterhouseCoopers LLP will act as Data Processor on their instructions. Personal data will be kept secure and processed onlyfor matters relating to the administration.
3 of administration WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose
A summary ofwhat you could recover
Estimated outcomefor secured creditors
What secured creditors are owed: AELs c.i187.4m Tobacco companies c.f66m % Recovery Forecast timing
What we think secured creditors could recover: 12-13% for first Uncertain ranking charge holder
Estimated dividend prospects
For preferential creditors: N/A N/A
for unsecured creditors: 1% Uncertain
This is a brief summary of the possible outcome for creditors based on what we know so far. You shouldn’t use it as the main basis of any bad debt provision or debt. Please read the rest of this document.
4 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Briefhistory ofthe Company and why it’s in administration
Background The Company was a subsidiary of P&H, which together with its subsidiaries was a delivered wholesaler, supplying supermarkets, convenience stores, forecourts and other retail outlets with tobacco and ambient goods. A group structure is shown at Appendix A, for your information. P&H, along with the Other Group Companies, entered administration on 28 November 2017
The Company is a convenience store operator which trades under the brand Central Convenience Stores and operates across the South and South West of England. The Company was started in 2012 and expanded its footprint rapidly. The average store size is between i,ooo and 2,000 sq ft with approximately 3,500 products being displayed in each store. The stores sell groceries, tobacco, confectionaiy, soft drinks, alcohol and newspapers/magazines, as well as local produce varying by store. Post Office services are also offered at some locations.
There were 109 leased stores and i8 approved franchised stores, operating as convenience stores, garage forecourts and newsagents, in addition to the head office at Ringwood. The Company employed around 1,300 staff, at stores and head office and it sourced approximately 6% of its product range from P&H, excluding fuel, lottery and services. The circumstances leading to our appointment
The P&H Group had struggled to deliver budget for a number of years. These poor financial results, along with cash management challenges, resulted in the P&H Group facing increasing cash flow pressures in March 2017.
In April 2017, the P&H Group agreed terms with its existing lenders as well as its two significant suppliers in Imperial Tobacco Limited and Gallaher Limited. Under this agreement, the P&H Group’s lenders and two largest tobacco suppliers supported the business and agreed to a revised financing arrangement which allowed the P&H Group to meet a debt repayment in April 2017, as well as making amendments to future scheduled debt repayments, covenants and other obligations.
In conjunction with this Agreement, the P&H Group undertook a number of actions to try and stabilise the business, including introducing an independent third party to act as Chief Restructuring Officer to the business, introducing debt advisors to work closely with the lenders, approaching suppliers and customers for formal support and restructuring senior management.
PwC was engaged in May 2017 to undertake a valuation of the P&H Group and assist with an M&A process. As part of this work, assistance was provided to the P&H Group in an operational restructuring role to help management develop their business plan.
As part of the M&A process, a number of interested parties were approached and negotiations were held with various parties.
Unfortunately, the P&H Group continued to face challenging trading conditions and uncertainty around the M&A transaction, as well as associated adverse publicity during the autumn, which resulted in a number of P&H Group’s suppliers applying standard payment terms to reduce their credit exposure. This created a sizeable, unsustainable cash need.
Despite lengthy, constructive, discussions with stakeholders, efforts to restructure the P&H Group and mitigate the significant cash flow pressures ultimately proved unsuccessful. P&H and the Other Group Companies were
5 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
placed into administration on 2$ November 2017, with partners in PwC being appointed as joint administrators. following the administrations of P&H and the Other Group Companies, funding was not available to the Company from its previous sources and additional funding was required in order to settle a joint and several group VAT liability due at the end of December. On this basis, a sale process was commenced, with PwC engaged on 29 November 2017 to assist in this process, with the objective of securing a sale of the shares of the Company.
Seven indicative offers were received for the business, including offers for both shares and for the business and assets. Three parties were taken forward to a second phase of the sales process in order to perform further due diligence. During the course of the due diligence, it became apparent that final offers may comprise both of offers for the shares and for the business and assets of the Company. With this in mind, whilst a share sale was still possible, planning commenced in the event that an offer for the business and assets sale was received which represented the best outcome for creditors. final offers were received from all three parties on 14 December 2017. The offer from Bargain Booze for substantially all the business and assets of the Company was considered to be that which would produce the best outcome for creditors.
On 15 December 2017, the directors of the Company took steps to place the Company into administration and Ian Green, Matthew Callaghan and ZeIf Hussain were appointed as Administrators. The pre pack sale to Bargain Booze is described in more detail later in this report. Pre-administration costs
As noted in the previous section, PwC was engaged by the Company prior to the Administrators’ appointment. In total, the fees charged by PwC in relation to this work were £399,976, plus disbursements of £8,984. In addition, Ashursts were engaged by the Company pre-appointment. Total costs incurred by Ashursts were £175,183, plus disbursements of £1,988.73.
PwC was engaged by the Company on 29 November 2017 to provide assistance to management in (i) running an accelerated sales process and (ii) monitoring the short term cash requirements of the business. Latterly, the work performed to support the sales process involved planning for a potential eventuality that the sale structure be one of a business and assets sale effected through a pre pack administration, in the event that a share sale did not represent the best value for creditors as a whole.
In light of the above, a portion of above PwC and Ashursts’ time was incurred in preparing for a possible administration of the Company. All of the above costs were paid by the Company prior to the Administrators’ appointment, with the exception of £25,183 and disbursements of £1,988.73 due to Ashursts, relating to pre administration costs.
We think the work in preparing and planning for our appointment makes a significant contribution to achieving the purpose of the administration because it progressed interest from potential buyers and ultimately enabled a pre pack sale to be achieved, which we consider represents the best outcome for creditors, as described at Appendix C. If this work had not been done prior to our appointment, it would not have been possible to achieve the pre pack sale. We set out in the statement at Appendix C the alternative options to this approach and why it was concluded why this was the most favourable outcome for creditors as a whole, as opposed to trading the business in administration or effecting a shutdown, which would have been likely outcomes had our pre-administration work not been carried out.
More details of the above fees and expenses, including further information regarding the work undertaken, can be found at Appendix B.
To the best of our knowledge and belief, no fees or expenses were charged by any other insolvency practitioner.
6 WS Retail Limited (in administration) Joint Administrators’ proposals for achieving the purpose of administration
What we’ve done solar and what’s next f ourproposals are approved
Management andfinancing of the Company’s affairs and business
Immediately on appointment, substantially all of the business and assets of the Company were transferred to Bargain Booze Limited. The agreed consideration for the sale of the business and assets was £25m. full disclosure of the sale, including a breakdown of the consideration, has been made in line with SIP i6, a copy of which is attached at Appendix C. This attachment also explains why we consider that a pre pack sale represented the best outcome for creditors.
The offer from Bargain Booze represented the best value to creditors, as demonstrated by marketing efforts undertaken prior to the transaction. Offers for the sale ofthe business would not have increased during a trading insolvency whilst the level of professional costs would increase, reducing potential returns.
Further, trading the business in administration was not considered to be in the best interests of creditors as a number of key contracts and licences would terminate upon insolvency, which would disrupt operations and the subsequent value of offers received would likely reduce.
Similarly, a shutdown of the business would have resulted in greater liabilities, due to the termination of contracts, as well as impacting negatively on the value of the Company’s assets, and was therefore not in the best interests of the Company’s creditors.
As a result of the sale, around 1,300 jobs were preserved, within stores and head office, with an associated reduction in preferential claims.
The Company also held the leases over no sites from which it operated (plus a number of franchises). As part of the SPA, we have granted Bargain Booze an LtO over the leased properties, during which time we expect they will seek to agree an assignment of the leases with the respective landlords of the properties. The term of the LtO is six months. We understand all rent and service charges due to the landlords are paid up to 24 December 2017.
It is not expected that an assignment of the leases will be achieved prior to 24 December 2017 and therefore a licence fee has and will continue to be charged. The amount payable is equal to amounts due under the governing leases, therefore there will be no direct monetary benefit to the administration resulting from this arrangement. following receipt of further information from the Company’s records, we will review whether any further realisations are available from the Company’s assets,. Connected party transactions In accordance with SIP;3, we are required to disclose any known connected party transactions that occurred in the period following our appointment or any proposed connected party transactions.
I confirm that following my review there are no known connected party transactions to report. Directors’ conduct and investigations One of our duties is to look at the actions of anybody who has been a director of the Company in the three years before our appointment. We have to submit our findings to BEIS within three months of our appointment.
We also have to decide whether any action should be taken against anyone to recover or contribute to the Company’s assets. If you think there is something we should know about and you haven’t yet told us, please write to us. This is part of our normal work and doesn’t necessarily imply any criticism of the directors’ actions.
7 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Objective of the administration
We’re following objective (b) - achieving a better result for the Company’s creditors as a whole than would be likely if the Company were wound up (without first being in administration). It was not considered possible to rescue the Company as a going concern due to the amounts due to the AELs at the date of our appointment, which could not be repaid in full as part of the transaction. We confirm that the sale of the business enables the statutory purpose to be achieved given it allows for consideration to be achieved for a sale of the business, via a pre pack sale.
Estimated outcomefor creditors Secured creditors
ABLs We don’t think the ABLs will be repaid in full. The ABLs’ lending to the Company (and the P&H Group generally) as at the date of administration was about £187.4m and is secured by a debenture, giving first ranking fixed and floating charges over all of the Company’s assets.
Tobacco Companies We don’t think the Tobacco Companies will be repaid in full. The Tobacco Companies’ lending to the Company (and P&H Group generally) as at the date of administration was about £66m and is secured by a second ranking debenture. This gives the Tobacco Companies fixed and floating charges over all the Company’s property.
Preferential creditors (mainly employees) There are no known preferential creditors as all employees have transferred to the buyer.
Unsecured creditors The prescribed part is a fund that has to be made available for unsecured creditors. It’s paid out of “net property”. Net property is floating charge realisations after costs, and after paying - or setting aside enough to pay - preferential creditors in full. But it only has to be made available where the floating charge was created on or after 15 September 2003.
The amount of the prescribed part is:
• 50% of net property up to £10,000 • 20% of net property above £10,000 • subject to a maximum of £6oo,ooo.
The prescribed part applies in this case as there is a floating charge created on or after 15 September 2003.
We think there will be a prescribed part dividend for unsecured creditors, based on what we know currently. If we think the costs of agreeing claims and paying a prescribed part dividend will be disproportionate to the benefits, we can apply for a court order not to pay the prescribed part to unsecured creditors. At the moment we don’t plan to make such an application.
We think the Company’s net property will be in excess of £14 million, which means the estimated value of the prescribed part is £6oo,ooo. This would give a dividend of around 1%, based on our estimate of the value of the unsecured creditors. These estimates depend on any future realisations which could be achieved, administration costs and finalising claims from unsecured creditors. This guidance is only an indication. You shouldn’t use it as the main basis for any bad debt provisions or debt trading.
In addition to any prescribed part, we don’t think there will be any dividend for unsecured creditors based on what we know currently.
8 WS Retail limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Creditors’ committee
We’re asking you to decide whether you wish to elect a creditors’ committee to help us in discharging our duties. If the creditors do wish to do so, there will be a creditors’ committee if enough creditors want to be on it.
Please see https ://www.icaew.com/-/media/corporate/files/teehnical/insolvency/creditors guides/2o17/administration-creditor-fee-guide-6-april-2o;7.ashx?la=enfor a guide to creditors’ committees. Ourfees and disbursements There are several bases on which an administrator may propose for their fees to be calculated, which are:
• A fixed fee; • A percentage of the value of the assets we have to deal with; • An amount based on the time we and our staff spend on the case at our normal charge out rates for this type of work; or • A combination of the above.
Currently, we expect to request approval to draw fees on the basis of time spent.
It will be up to the creditors’ committee to fix the basis of our fees and Category 2 disbursements. But if there’s no committee, because we’ve said we think the Company doesn’t have enough assets to pay anything to unsecured creditors (other than via the prescribed part), we’ll ask the secured creditors to do so instead. If creditors or the committee do not fix the basis of our fees and Category 2 disbursements, we may apply to the court to fix them no later than i8 months after the date of our appointment. Ending the administration
Our exit route will depend on the outcome of the administration. At the moment we think that the most likely exit route is as follows:
As we’ve said above, we think there will be a dividend for unsecured creditors from the prescribed part. Once we’ve paid any prescribed part dividend and finished our other work, we’ll file a notice with the Registrar of Companies and the Company will be dissolved three months later. But if we think that there are matters that should be investigated in a liquidation rather than in the administration, we may instead apply for a court order ending the administration and for the Company to be wound tip.
9
10
security held.
As required bylaw, this includes the details of creditors’ names, addresses and debts, including details of any
the end of October 2017.
financial of position the Company as at December 15 This has been 2017. produced based on asset as values at
appointment and issuing this report, but asked we’ve them for one. We set out at Appendix E the estimated
The directors not yet have given a us statement of affairs for the Company, the due to limited time between
Estimated financial position
WS Retail Limited (in administration) Joint Administrators’ for proposals the achieving purpose — of administration WS Retail limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Statutory and other information
Court details for the administration: In the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD)
Case number CR-2o17-oo9567 Full name: WS Retail Limited Trading name: Central Convenience Stores Registered number: 07847433 Registered address: P & H House, Davigdor Road, Hove, East Sussex, BN3 iRE Company directors: Richard John Amesbury-Page Andrew John Davis Company secretary: David Scudder Shareholdings held by the directors and None secretary: Date of the administration appointment: 15 December 2017 Administrators’ names and addresses: Matthew Callaghan, Ian Green and Zelf Hussain of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE; 2RT Appointer’s/applicant’s name and address: The directors of WS Retail Limited, P & H House, Davigdor Road, Hove, East Sussex, BN3 iRE
Objective being pursued by the Objective (b) - achieving a better result for the Administrators: Company’s creditors as a whole than would be likely if the Company were wound up (without first being in administration) Division ofthe Administrators’ In relation to paragraph 100(2) Sch B; 1A86, dtiring responsibilities: the period for which the administration is in force, the administrators may exercise any of the powers conferred on them by the IA 1986 jointly or individually. Regulation (EU) 2015/848 of the European The Regulation applies to this administration and the Parliament and of the Council of 20 May 2015 proceedings are main proceedings on Insolvency Proceedings (recast)
11 ______
WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Receipts andpayments account
WS Retail Limited - In administration
Receipts and payments account from 15 December 2017 to 20 December 2017
15 December 2017
to 20 December 2017 ()
Fixed charge assets
Receipts Leasehold property (1) 1 Intellectual property 1 Goodwill jl)__ 7437097 Total 7,437,099
Payments
Total -
Total fixed charge funds -_____ 7437 099
Floating charge assets
Receipts Plant, fixtures and fittings 8,289226 Stock 9,216678 Cash 56.989
- - — 8 Other floatinchage assets (_2L —
Total . 17,562,901
Payments
Total
Total floa ingchage funds - 17,562,901
— Total funds held _ - 25,000,000
Notes: i. The respective consideration attributed to leasehold property and goodwill may be subject to adjustment. 2. Other floating charge assets consist of Li each for petrol guarantee, equipment leases, sale records, customer lists, business negotiations, debtors, business claims and insurance policy. 3. The sale proceeds have been received by the Administrators’ solicitors and will be transferred to the administration bank account shortly. 4. We have not provided the statement of affairs asset values as we have yet to be provided with a statement of affairs. These will be disclosed in the Administrators’ first progress report.
12 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Appendix A: Group structure
This structure chart of the P&H group is provided for information.
JH
PI,,,,r&
Un,,FNI
P&1ITob,,,n P&IlTr,t. imitd EH1cLLd D,tnbn,Uon brn,ted
.
P&H Pnswn Trtnte brn,td ‘l 1•.
• Other admirntrati appotniet1u
Note that the other administration appointments marked on the chart refer to the appointment of Matthew Ca1aghan, ZelfHussain and Ian Green as administrators of these companies on 28 November 2017.
13
14
Total
an insolvency practitioner
persons to qualified act as
Expenses by incurred other N/A Nil N/A Nil N/A
an insolvency practitioner
qualified persons to act as
fees charged other by N/A Nil N/A Nil N/A
the Company letter
Ashursts and engagement
letter between of 1,989 the with
appointment work engagement disbursements accordance
Expenses for incurred
pre- Per The Company 150,000 plus Fees 25,183 in
2017
November
dated 29
Company letter
the PwC and engagement
letter between 8,984 of the with
appointment work engagement disbursements accordance
Our fees for pre- Per 399,976, plus The Company Nil fees in
parties to it
and date
including payment
() agreement (ft) by made amount the
Details Paid amount of Payment Unpaid Nature of
to a
with the view Company entering administration. Details of work done the and expenses incurred follow.
The table below provides details costs of which were before incurred our appointment as Administrators but
Appendix B: Pre-administration costs
WS Retail administration) Limited (in Joint Administrators’ proposals for achieving purpose the administration of WS Retail Limited (in administration) Joint Administrators’ proposa’s for achieving the purpose of administration
Details of the pre-administration work undertaken and a breakdown ofexpenses
Specifically in relation to preparing for placing the Company into administration, the work carried out included:
• Detailed contingency planning for an administration appointment; • Liaison with secured creditors; • Assisting management with the sales process, including negotiations with interested parties, overseeing due diligence and final contract negotiations; • Liaison with legal advisors and agents for the purpose of legal documents for the sale, asset valuations and other ad hoc advice; • Statutory documentation and declarations required for effecting the appointment; • Internal procedures in preparation for accepting the appointment; and • Preparing, briefing and mobilising PwC staff in advance of the appointment.
All of this work was necessary in order to protect the interests of the Company’s creditors. The principle objective was to secure an immediate sale, as it represented the best outcome for creditors.
15 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Appendix C: Copy ofthe Joint Administrators’ report to creditors on the pre-packaged sale ofthe business and all ofits assets
i6 Statement required under SIP 16
Information regarding the sale of substantially all of the business and assets ofWS Retail Ltd on 15 December 2017 as required by Statement of Insolvency Practice No.16 and Statement of Insolvency Practice No.13
Background The Company was a subsidiary of Palmer & Harvey McLane Limited (“P&H”). P&H entered administration on 28 November 2017.
The Company is a convenience store operator which trades under the brand ‘Central Convenience Stores’ and operates across the South and South West of England. WS Retail was started in 2012 and has expanded its footprint rapidly. The average store size is between 1,000 and 2,000 sq ft with c.3,500 products displayed in each store. The stores sell groceries, tobacco, confectionery, soft drinks, alcohol and newspapers/magazines, as well as local produce varying by store. Post Office services are also offered at some locations.
There are 109 owned stores and i$ approved franchised stores, operating as convenience stores, garage forecourts and newsagents, in addition to the head office at Ringwood. The Company sourced c.65% of its product range from P&H, excluding fuel, lottery and services.
The source of PwC had been working with the P&H Group since May 2017 as described the separately below, including P&H. PwC was introduced to the P&H Group by administrators’ being invited by it to tender for the M&A work. initial introduction PwC’s background knowledge of the business from previous engagements with other group entities led to PwC being engaged by the Company on 29 November 2017.
The extent of PwC involvement with the Palmer & Harvey group: the administrators’ • Following a refinancing of the P&H Group in April 2017, PwC was involvement engaged on 2 May 2017 to undertake a valuation of the P&H Group before the and assist with an M&A process. As part of this work, we also assisted appointment P&H in an operational restructuring role to help management develop their business plan. • Additionally, PwC was engaged on 5 August 2017 to provide corporate tax compliance services and tax consulting services. • During the subsequent months, the P&H Group’s financial position
: continued to deteriorate and PwC was engaged on 29 June 2017 to undertake contingency planning should a sale not be possible. • Ultimately the sale was unsuccessful and insufficient cash flow resulted Matthew Callaghan, Ian Green and Zelf Hussain being appointed as joint administrators of P&H and the Other Group Companies on 28 November 2017.
PwC involvement with the Company:
. • PwC was engaged by the Company on 29 November 2017 to provide assistance to management in (i) running an accelerated sales process and (ii) monitoring the short term cash requirements of the business.
Page 1 of 8
Page 8 of 2
Type charge: of First . ranking fixed and floating charge debenture
Invoice Finance (UK) Limited and Invoice RBS Finance Limited
style PNC of Financial Services UK Limited), Santander . UK plc, HSBC
Charge holder: . Barclays Bank PNC PLC, Business (a Credit trading
ABLs
creation
dates of structure.
charges with was P&H. The Company is the one of Obligors captured within this security
registered to a syndicate of ABLs five and two Tobacco Companies. primary The borrower
Details of The of assets P&H the Group secured by are way of fixed and floating charges
considered to in be the best of interest creditors as described above.
a Funding for trading administration was not requested as this not was
requirements
working capital November further was funding not 2017, made by available these stakeholders.
to
funders fund pursued. Following the insolvency of a number of group entities on 2$
to potential major stakeholders a for sustained period a whist sale the of group was
Requests made The Company was of the wider part P&H Group which was by supported its
creditors
representative prescribed part), therefore no other creditors were consulted.
or economic interest the in Company (outside those of who benefit the via
consult major The by ABLs are far largest the creditor and the only creditor with the
made to
of were efforts the level of offers assessments and of deliverability.
Whether The ABLs have been consulted with throughout the process and were appraised
preserving the overall value.
A represented sale best way the of preserving the underlying business and
sale, entailed varying levels of damage being caused the to underlying business.
debt in its entirety. Further, all of options, the apart the from pre-packaged
to no be prospect under of any the options for ABLs above the to recover their
part) if ABLs the paid were in full. From the evidence available, there appeared
only any to accrue other of the creditors Company (aside from any prescribed
administration the event sale a of of and the business transfer of employees, any benefit would
the cross guarantees across other group companies) and owed were c.187.4m. In
concern during (“ABLs”), were fully secured on all the of of the assets Company (as well as
as a the going Company. The Company’s secured creditors, who are asset based lenders
offer for it sale the economic interest lay to with regard the respective rights the of creditors of
business and In considering all the of options available, key a factor was where identifying
trade the Overall
to appropriate
not was it Company’s creditors.
including of why the Company’s and was assets, in therefore not the best interests of the
options, due to the of termination as contracts, well as impacting negatively on value the
the alternative Likewise, shutdown a of business the would have in resulted greater liabilities,
outcome(s) of
possible professional costs increase, would reducing potential returns.
the and business would not increase trading a during whilst insolvency the level of
administration the transaction represents the best return to creditors. Offers for sale the of the
and the during The marketing efforts undertaken prior the to transaction demonstrated that
appointment
on their of value offers would received reduce. likely
administrators on insolvency, there be would to disruption operations and the subsequent
by the interests creditors. of number A key of contracts and licences would terminate
insolvency and Trading business the administration in was not considered to be best in the
before formal
the directors best value to creditors was a for business and asset sale.
by considered described later in this Ultimately, document. the offer which the represented
options securing share a sale the of The Company. marketing efforts are undertaken
Alternative Management engaged PwC to assist with a sales process with objective the of • Assets charged: First Ranking Debenture pursuant to which the chargors have granted fixed and floating charges over all the property and undertaking of the Obligors. • Date of creation: 6 April 2016
Tobacco Companies • Charge holder: Imperial Brands Finance PLC and Gallaher Limited • Type of charge: Second ranking fixed and floating charge debenture • Assets charged: Second Ranking Debenture pursuant to which the chargors have granted fixed and floating charges over all the property and undertaking of the Obligors • Date of creation: 4 April 2017
Whether or not No business or business assets have been acquired from an insolvency the business or practitioner in the prior two years. business assets have been acquired from an insolvency practitioner within the previous two years Marketing Marketing summary activities Following the failure of the sales process for the wider group during the conducted by summer (see below) and the subsequent appointment of administrators to the the Company Other Group Companies, a marketing process specifically in relation to the and / or Company was commenced on 29 November 2017. This involved the following: administrators • Approaches being made to 22 interested parties. These were a mixture of trade and financial buyers • A total of 17 non-disclosure agreements (“NDAs”) being signed (or having been signed as part of the previous sale process over summer) . Information packs issued on 30 November or; December 2017, or immediately following the provision of signed NDAs • Indicative bids requested by 5 December 2017 and final bids on 14 December 2017 • Preferred bidders being provided access to a data room and also one day of access to management • Summary of interest: o Seven parties submitted non-binding indicative offers for all or part of the business (10 declined to bid for the business) o Three parties were taken forward to stage two of the process o All three parties submitted final offers for substantially all of the business on 14 December 2017
Buyer population Potential interested parties approached/included in the process were identified via a number of different channels, including:
. • Parties who participated in the process for the wider P&H Group during the summer; . • Expressions of interest received by the administrators of P&H (these parties were contacted and provided with NDAs)
Page 3 of 8 • Other logical bidders from the industry.
Wider P&H GrouD sales process during the summer: During the summer of 2017 (prior to the administration of P&H and the Other Group Companies on 28 November 2017), a sales process was undertaken for the entire group. During this process two offers were received for the business of the Company. Neither were taken forward on the basis that a sale for the entire group was being sought, and this would have provided the most favourable outcome for creditors across the group.
This sale process included approaches to 17 parties (including a mix of trade and private equity). The value of offers received over summer for the stand alone business of the Company acted as a useful benchmark when evaluating offers received during this subsequent sales process, considering the process undertaken to achieve the ultimate sale was conducted on an accelerated basis, with a limited period for due diligence to be performed.
Valuations of Name(s) and professional qualifications of the valuers / advisers: the business or the underlying Hilco Appraisal Limited (“Hilco”): assets The Company engaged Hilco to carry out an office based valuation of Fixed Assets and Inventory.
The provided valuation was on an asset-only basis to the exclusion of any associated contracts, with reliance principally on information provided by the Company.
Date valuation obtained: 15 December 2017
Valuations received:
• Fixed assets — in situ - £5,299k
• Fixed assets — ex situ - £225.2k
• Inventory — in situ - £5,362k
• Inventory — ex situ - £ 1,750k
Jones Lang LaSalle Ltd (“JLL”): JLL were instructed to perform a desk top reviewed of all short leasehold properties held by the Company to establish whether there was any premium value in the Company’s leases.
Date valuation obtained: 14 December 2017
Valuation received: • 10 stores where a theoretical premium value may exist, totalling c. £ssk. • Reference to the fact that the seller may be able to request that a business purchaser should pay an appropriate lease premium sum for the assignment of each store’s lease i.e as ‘key money’. • Reference to the fact that it would be likely that in an open market situation it could be difficult to obtain premium values as potential assignees may request rent free periods to rebrand etc and there could be underlying dilapidation liabilities under the leases that will erode any theoretical value.
Consideration ofvaluations received: Valuations for stock and fixed assets on both an in situ and ex situ basis were both lower than the consideration apportioned to those assets in the final offer.
No value was assigned by the purchaser to the leases. This was deemed appropriate given the overall consideration being offered for the business and Page 4 of 8 assets (and the safeguarding of 1,312 employee jobs which consequently reduced the potential for preferential creditors). In addition, the purchaser did not have sufficient time to substantively review all leases in place and was therefore unable to ascertain any associated value or potential liabilities.
No offers received for the business appeared to apportion any value to the property leases (albeit not all offers apportioned the proposed consideration).
The date of the 15 December 2017 transaction The identity of Bargain Booze Limited the purchaser(s) Any The purchaser is not a connected party. connection between the purchaser(s) and the directors, shareholders or secured creditors of the Company or their associates
Whether the Yes - we understand legal advice was provided by TLT solicitors purchaser was independently advised The names of None. any directors, or former directors (or their associates), of the Company who are involved in the management, financing or ownership of the purchaser, or of any other entity into which any of the assets were / will be transferred Whether the There is no impact on any related companies. transaction impacts on more than one related company Whether any We are not aware of any such guarantees. directors had
given V guarantees for amounts due from the
Page 5 of 8 Company to a prior financier, • and whether that financier is financing the new business
Details of the Assets sold: assets involved • Cash in hand or at any of the Properties at Completion and the nature • Petrol Guarantee of the • Fixed Plant and Loose Plant transaction • Equipment Leases • Goodwill • Intellectual Property • Properties • Sale Records • Customer Lists • Stock • Business Negotiations • Debtors • Business Claims • Insurance Policy
Assets excluded: • All Third Party Assets (even if possession is obtained by the Buyer) • Any cash at the bank • Benefit of any deposits paid by the Company and deposits paid to the Company on or before the Completion Date • The benefit of all policies of assurance, insurance, indemnity, and as to credit risk (except for the above insurance policy) • Assets outside the United Kingdom • Company Records • Joint Administrators’ Records • VAT Records • Any interest of the Seller in any pension fund scheme or arrangement - • Any interest in shares or securities in any body corporate The benefit of any claim made or to be made by the Seller or the Joint Administrators for repayment of any tax or tax allowance or VAT in respect of any period up to Completion
Any other relevant information as to the nature ofthe transaction: The Purchaser has been granted a licence to occupy the Company’s leasehold properties, subject to paying all amounts becoming due under the leases of the properties. The transaction included the TUPE transfer of all 1,312 employees.
The Total consideration: £25m, split as follows: consideration • Page6of8 for the Cash in hand or at any of the Properties at Completion - £56,989 transaction, Petrol guarantee - Li terms of fixed Plant and Loose Plant - £8,289,226 payment, and Equipment leases - Li any condition Goodwill - £7,437,o97* of the contract Intellectual property - Li that could Properties L1* materially Sale records - Li affect the Customer lists - Li consideration Stock - £9,216,678
Business Negotiations - Li
Debtors - Li
Business Claims - Li
Insurance Policy - Li
*The allocation of consideration under these two headings is subject to change
Date paid: Lik on completion, £24,999k, payable on or before 22 December
2017 — this was received on 19 December 2017
Conditions determining payment of deferred consideration: None
Details of security obtained for deferred consideration: Undertaking provided by the Purchaser’s brokers
Any options, None — no such conditions attach to the contract of sale. buy-back arrangements or similar conditions attached to the contract of sale If the sale is The sale was not part of any wider transaction that is not outlined above. part of a wider transaction, a description of the other aspects of the transaction
Connected None — the transaction is not deemed a connected party transaction. party transactions Likely Secured creditors: Outcome for Amounts due to the ABLs as at the date of the Administrators’ appointment creditors totalled c.L187.4m. Given the value of the assets of the Company and the P&H Group as evidenced by the offers made by third parties, the ABLs will suffer a shortfall in respect of their lending. Amounts due to the Tobacco Companies are estimated at £66m. As the ABLs hold prior ranking fixed and floating charges, we do not expect the Tobacco Companies to recover their lending.
Preferential creditors: There are no known preferential creditors as all employees have transferred to the buyer.
, Unsecured creditors: It is not expected that there will be any funds available for unsecured creditors other than through the Prescribed Part.
Page 7 of 8
8 Page 8 of
for creditors as a whole in the circumstances. all
The joint administrators also confirm that the outcome was the best available
jobs, thereby reducing preferential claims.
the business.
The sale also reduces employee by claims the transfer of 1,312
be
achieved given it allows for consideration to be achieved a for trading sale of
The joint administrators confirm that the enables sale the statutory purpose to
possible to rescue the Company a as going concern.
In this case, the joint administrators are (b) pursuing objective as it was not
preferential creditors.
(c) realising the Company’s assets to pay dividend a to secured or
administration), or finally, that if is not possible
would be likely if the Company were wound up (without first being in
tb)
achieving a better result the for Company’s creditors a as than whole
(b) would achieve a better for result the creditors than (a)
administration
(a) rescuing the Company a as going concern, or if is that not possible or if
the purpose of
The sale and The statutory purpose of administration is to achieve one objectives: these of WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the purpose of administration
Appendix D: Estimatedfinancialposition including creditors’ details
As the directors have not yet given us a statement of affairs for the Company we set out below the estimated financial position of the Company as at 15 December 2017.
WS Retail Limited - in administration Estimated financial position 8ook value (1) Estimated to () realise ()
Fixed charge assets Leasehold property 3,677526 1 Goodwii 12,276,929 7,437,097
Jteflectupey - Total fixed charge assets 15,954,455 7,47,099
Less: secured debt — (2534522 011) (2511} Surplustf deficit) to fixed charge holders (237,497,556) (246,014,912]
Floating charge assets Fixtures & Fittings 4,459,148 8,289,226 Stock 9,216,678 9,216,678 Computers (2) 152,552 Uncertain Trade debtors 2,160,384 1 Prepayrnents and accrued income (2) 1,021,026 Uncertain Overriders accrual (2) 2,428,580 Uncertain Other debtors (2) 621781 Uncertain Cash (3) 2,592,966 56,989
Other assets - 7 Total floating charge assets 22,653,121 17,562901
Funds available for preferential creditors 17,562,901
Less: amounts due to preferential creditors -
Net property 17,562,901
Less: prescnbed part (600,000)
Funds available to floating charge holders 16,962,901
Less: amounts due to floating charge holders (246,014,912)
Surplus!(deficit) to floating charge holders (229,052,011)
Funds available to unsecured creditors 600,000
Less: amounts due to unsecured creditors (4) (35,906,965)
Surplusl(deflcit) to unsecured creditors (35,306,965)
Total deficit to creditors (264,358,976)
Notes:
1. Book values of assets are based on management accounts as at 31 October 2017 2. We are in the process of obtaining further information from the Company’s records to ascertain the realisable value of these assets. 3. The book value of cash represents cash at bank and in tills. The realisable value reflects the consideration paid for the cash in tills. We understand that the pre-appointment bank balance has been offset by the bank under the terms of its security. 4. The amount due to unsecured creditors comprises a current figure from the Company’s records for trade creditors and amounts taken from the October 2017 management accounts in respect of taxes, inter company balances and other creditors. These will be reviewed again the statement of affairs once
17 WS Retail Limited (in administration) — Joint Administrators’ proposals for achieving the pnrpose of administration
received, however, it should be noted that the VAT liability is for the Company oniy and does not include VAT group liabilities for which the Company is jointly and severally liable.
iS W S Retail Limited - in administration Amounts due to creditors
Name Balance Detect Fire and Security (Oakpark Alarms) -41,179.92 JMS Retail Concepts Ltd -54,301.62 Think Marketing -16,348.27 Sydney Bunce Ltd -1,186.03 Decision Vision - Point 4 -10,665.90 Pest UK -3,505.92 KRfire safety -29,168.90 Bakewise Confections -2,424.17 Curry on Wheels -12,962.90 Air-Serv -1,846.51 Gyoury Self 2,386.80 Emerald Supplies -1,899.05 Verwood Ford -21,250.00 CPLDistribution 21,574.35 Advertiser & Times -251.64 Tchibo Coffee International Limited -55,341.61 Suncatcher Foods Ltd -3,262.30 G.C. Produce (D.i WRIGHTSDAIRIESLTD) -1,626.20 CRAIGSFARMDAIRY -11,507.79 WILLIAMSOFWOOL -835.01 Munneries Ltd -1,430.91 FRESHFARMEGGS -265.80 P&DJENNINGS -222.98 PRIMECUTSTRADITIONAL& CATERINGBUTCHERSLTD -326.27 COUNTRYCARDS -182.96 Noel Tatt Group -184.25 Hedge End Post Office -1,920.00 Wales and West Services -835.44 Commercial and General Insurance -106,235.64 Geo2 Remediation Ltd -4,636.80 Cleansing Service Group -980.40 CPLTraining -2,426.00 Virgin Media Business 34.26 SJSCleaning Services Ltd -42,554.70 Decision Vision Ltd - HARDWARE -3,992.25 Unilever UKLtd (Walls Refrigeration Solutions) -7,914.00 Shield On Site Services -2,520.00 New Forest Ice Cream Ltd -2,068.23 Christchurch Harbour Hotel 5,385.00 LinkConnect Services Ltd -59.36 Dorset Cake Co. -2,536.66 The Bread Basket -1,105.29 Roebridge Food Market -2,759.85 Initial Washroom Hygiene -128.43 Portesham Village Hall -65.00 Pure Cold Ltd -1,046.38 H.CSwayne & Sons LTD -13,00 Bonnettis of Worthing -686.87 Village Bakery -932.55 Wholesale & Catering Supplies -1,089.55 Licensing Solutions -1,980.96 Stainers Bakery -1,409.80 Clarke’s Dairy Ltd 3,805.67 N&SElectrical Engineers Ltd -3,551.45 Foxcombe Bakery -1,717.11 Lovaton Farm Partnership -1,285.19 Isca Foods -1,145.00 F. Milford and Sons Ltd. -10,275.08 Blakes Bakery -38.99 HillFarm juice -75.68 Lycroft Eggs -172.00 A.G.Axton & Sons Wholesale limited -3,522.16 Crook and Churn Dairy ltd -1,971.35 BigBites Sandwiches (Renown Lesiure Ltd) -9,383.80 Rhinefield House -585.00 Stephen Walby -45.00 Sweetnews -10,705.29 Victoria Sponsorship -100.00 J BShilton & KLWalwin 1,925.20 Scottish Power -5,404.00 Barker Group -73.95 Crusty Roll -1,201.35 Farwell Nursery -1,146.15 Lympstone VillageJams -59.40 Eon Energy -337.91 Country Fresh Eggs (Shervington) -437.10 Exeter Brewery Ltd -214.20 Anstees Bakery -148.80 R.H.Down (The Brown Egg Farmer) -102.20 Graham Davison -68.00 Bread Direct Limited 1,138.78 FirTree Catering -1,261.37 Ron Darch & Sons Ltd (R.L.Froom) -1,112.36 Bakery RoyAl -342.43 Tate Business Group Ltd -12,911.22 SW Comms -645.01 Bread & Butter -256.58 Gumtree.com Limited -23.30 Kirton Engineering Ltd -413.00 MBCarwash -2,571.01 Posies -953.78 Pure Clean Environmental Ltd -809.26 Retail Motor Industry Federation 3,180.00 C.H.Baker & Sons -1,148.91 Tulipprint Ltd 2,872.00 DSSmith Recycling UKLtd -140.18 Broadwater Sports Embroidery & Printing -8,230.22 Paul’s Bakery -322.92 Mr Simon Friend -1,870.00 R. L.Walsh & Son Ltd -355.75 JB Security Ltd 3,380.00 Azzure II Ltd -6,792.00 Pick Me Up Products Ltd -113.04 Manor Garden Ltd -180.15 Southerners -4,478.70 Fishbourne Apiaries -362.00 Bako Western Ltd -345.55 Crawfords Food Services (D.JWRIGHTSDAIRIESLID) -1.50 Mortimers (Yeovil)Ltd -2,544.67 HillFarm Foods -66.50 Redmoor Limited -3,142.46 Ashton Farms of Wiltshire (Turnpike) -433.30 Miles Tea and Coffee (Di. Miles Co. Ltd) -1,729.10 Church Bridge Stores Bruton Limited 1,458.00 Cartridge Mate Ltd -11,091.22 Way Fuels (Coal and Kinderling) -362.40 Farm Flowers -4,053.72 Stillmans (Somerset) Ltd -1,303.99 Madhuban Honey Garden Sauces Ltd -108,00 Reeds Bakery -1,943.91 Black Dog Eggs -3,330.77 Warrens Bakery -1,319.69 Tor Laundry Ltd -453.09 Glenside -47.98 Sergeant Buns -1,148.20 Grate Logs -103.50 Keith Spicer Ltd 492.06 East Devon DC(Non DDR) -1,102.81 Wiltshire Council (Non DDR) -554.00 Rapid Secure Ltd 578.00 OfficeFurnitureOnline 2,529.53 Cossey Produce Ltd -26,069.43 S. Moores -422.64 Monolith (UK)LTD -3,797.64 Focus Group -11,263.92 Christchurch and East Dorset Councils (Non DDR) 680.00 Bath & North East Somerset Council (Non UD) 540.00 A] COX -1,309.83 Halletts the Bakers -1,426.23 Burton Bradstock Cars (None Rent) -1,728.00 iDA Software, Inc. -4,940.01 Lee Peck Media -9,222.00 The Crusty Cob (Creations) LTD -6,258.23 Westacott Eggs -251.08 Mid Devon District Council Non DD 180.00 South Somerset District Council Non DD 1,756.80 OFAIOffice Furniture -2,529.53 Brand Essentials -27,313.16 Sun Cottage of Dorset 990.52 Southampton Butchers -7,512.67 Woodys Tree Services -47,00 Teignbridge District Counci’ (Non DD) -619.00 W.F. Chinn -633.55 Devon & Cornwall Rail Partnership (Tarka, Looe Valley) -1,497.80 Hawkridge Farmhouse Dairy Produce -4,234.36 Devon Choice Provision Merchants -76.87 Orchard Organic Farm -70.00 Dartmoor Magazine -29.40 Buckland Newton Hire Ltd -869.47 Impress Dry Cleaners -82.72 Accenture 198.75 EllisJones Solicitors -2,503.44 Alan Froud -700.21 Lockton -5,072.43 Matthew Stevens & Sons -43.31 Three Daggers Brewery -158.8$ ClearView (Wayne Fuel Management UK) -1,399.20 A&AGarage Doors -432.00 Card Connection -41,477.72 Somerset Catering Southwest -3,430.61 Richard Clarke -3,277.19 LinkInternational Trading Partners (Seafresh of Cornwall) -716.68 The Potted Plant -815.61 City Estates (Non Rent) -100.36 Innovative Bites -495.18 Bawdens The Bakers -1,459.25 Hunt’s Food Service (Stock) 6,316.47 Sheppys Cider -78.38 Candyking UKLtd -1,587.60 Mills & Sons Ltd -7,500.00 North Somerset Council Non DD -360.00 Random Cottage -575.40 The Cakeman -1,476.28 West Dorset DCNon DD -250,2 1 East Dorset DCNon DD -158.00 Gundenham Dairy -1,647.22 Mitchell Partners -295.99 Cotleigh Brewery -576.14 Arun DC(Non DD) -360.00 Endacotts Bakery -766.32 Lainford Butchers -216.58 Ruby’s Bakery 2,165.60 Moore’s Pies and Pasties -0.80 Southampton City Council Non DDR 1,792.38 Weymouth & Portland BCNon DDR -180.00 BTNON DDR 353.44 Woodsford Nursery -87.02 Trewithen Dairy 2,612.17 RACMotoring Services -1,092.21 YeovilCrime Reduction Team -78.00 BESSHILLFARMSHOP -308.54 Exmoor Ales -348.35
J HALL& SON BAKERS -65.37 Su-Bridge Pet Supplies -16,655.59 John Eagle Wholesale -5,462.22 Hancock’s Devon Cider And Scrumpy 927.72 West Country Family Butchers LTD 359.48 Picture Blast -474.00 SUEZ -883.60 SPSgroup 2,553.60 Hoseasons 2,372.00 D.JWhorton -375.00 ASHWOOD -116.16 TOKHEIM -553.74 Mobile Mini -172.08 TLMGroup -102.79 WESTCOUNTRYFOODSLTD -3,869.08 HOWELL’SOFTAVISTOCK -1,209.19 CONCEPTDATADISPLAY -2,732.09 SURREYHEATHBOROUGHCOUNCIL -180.00 PLYMOUTHCC 14,506.51 SUEPODBERRY -125.96 DAILYNEEDSFOODS -900.01 PORLOCKOYSTERCOMPANY -46.80 EXEVALLEYEGGS -1,386.05 KENDLEFARM -1,707.56 PICTUREPOSTCARDCOMPANY -349.39 Sweet Confectionary -1,311.68 MORRISLESLIE -237.60 MACQUARIEEQUIPMENTFINANCE 393.27 BOC 290.5$ PILGRIMPASTIES -4,662.93 SPUDS -424.35 FLOWERBOUQUETS 3,647.82 STUARTLOWEN -3,063.71 BESTOFTHEWEST -1,390.94 AJ HUGHES -5,058.04 ACOUSTICASSOCIATES 576.00 WICKEDWOLF -689.04 GLENMORE -1,005.38 Grace’s Bakery -19,228.24 Island egg -2,340.80 Exmoor Wood Fuel -804.00 Hamilton’s Fine foods -868.67 Online Facilities Management -33,149.17 BRENDON HILLCRAFT -416.70 WILTON -729.91 Amanda Windsor 405.90 PESTCONTROL -960.00 SPAR -1,374.63 Academy Glass and Glazing -126,00 J&R FOODSERVICE 344.24 Corona 15.75 EXMOORHONEY -223.20 EASTLEIGHBOROUGHCOUNCIL 2,264.72 West Somerset Council -2,763.00 South-West Ltd -10,000.00 North Devon Council (Non DD) -720.00 ISLEOFWIGHTCOUNTYPRESSGROUPLIMITED -30.00 Eureka (Office Supplies) -453.56 FLOWERSINSTORE -466.89 PEACHOLDINGS(UK)LIMITED 2,894.54 IVANCLARKECATERINGBUTCHERSLIMITED -382,51 SWANMOREFAMILYBUTCHERS -1,379.52 Slushee -15,360.00 S.J.BFOODS -1,799.42 Taylor’s Family Butchers -821.57 Parkhouse Pet Supplies -43.32 DAVESMITHPLUMBING& HEATINGLTD -161.40 SCOTTISHWATERBUSINESSSTREAMLIMITED 1,347.35 EDDSGREENGROCERSLIMITED -75.76 BESELECTRICAL(DORSET)LIMITED -36.00 GOLDENCASKET(GREENOCK)LIMITED -8,585.07 HISTEKLTD -75.00 CARRSTOCKIAKERSLIMITED -1,260.00 Bournemouth Water Business -1,128.65 B&J DISTRIBUTIONLIMITED -266.50 EXMOORMAGAZINE -352.80 Jamie Baker 402.52 SCOTTISHHYDROELECTRIC 10,511.21 FWEBBER& SONS(RETAIL)LIMITED -1,855.27 FLOGASBRITAINLIMITED -847.56 D PERRET,Mi HWARD,i C PERREU,AJ STUBBS -6,178.90 UKFUELSLIMITED -22740 RIGHTIOLIMITED -142.80 AQLINTERNATIONALLTD -16,840.13 CASTLEWATERLIMITED 624.69 Bramleys Plants -193.75 WIGHTLINKLIMITED -1,188.60 OJWiIiams -4,101.61 B] Richards 313.35 VUENERGY 1,525.68 WILLIAMSON-DICKIEEUROPELIMITED -39.96 Certas 6,635.11 DUNNSMOTORS(EXETER)LIMITED -12,894.26 RIVIERAFOODSERVICELIMITED -397.90 MALIBUCORPORATIONLIMITED -477.60
I Barker Flowers -1,587.43 Somerset Technical Services 105.50 CSCFORECOURTSERVICESLIMITED 516.00 Gilbarco Veeder-Root -1,399.92 COMPANYCOMMUNICATION(U.K.)LIMITED -63.76 LITTLEANGUSLIMITED -572.47 James Nicholls Electrical -110.00 ISCABAGSLIMITED -173.97 BARTLETT -528.99 RTJAUTOMATIONANDMAINTENANCELIMITED -756.00
Sam Critchlow . 556.92 GREENERGYFUELSLIMITED(ESSO) -52,548.37 INDEED.COM -1,500.00 ALLIANZINSURANCEPLC -264,00 BHLIVEENTERPRISESLIMITED -31,960.49 Just Rolls -1,162.55 HANLONSBREWERY -2,706.00 VALUECARS(1W)LIMITED -616.47 CHICHESTERPAPERBAGCO -15.96 WESTERNFORECOURTSERVICESLTD -23,976.00 PAUL’SPLUMBINGSERVICES 346.80 Louis Sheppard 191.39 SUN FASHIONLIMITED -3,715.00 TROPICANAHEALTH& FITNESSLIMITED -14,040.52 CORPORATE& SPORTINGEVENTSMANAGEMENTLIMITED -11,352.00 REDFUNNEL -339.58 ALLCLEARHOUSECLEARANCES& REMOVALS -100.00 W.J.MATHEWS(EXETER)LIMITED -103,20 ORCHARDPARKNURSERY -335.53 Espresso Essential 669.80 THE DULVERTONLAUNDRYLIMITED -12.41 Cottage Cleaners -276.34 Access Doors & Controls -657.36 Roger Bray Restorations -849.60 SWIFTFIREANDSECURITYGROUP LIMITED -2,994.00 YELLOWPUBLICATIONSLTD -25.00 FLEXECOSERVICESLTD -72.00 STURDYPRODUCTSLTD -3,577.00 JP Light Construction -3,326.00 STALITESIGNSLIMITED -54.00 REXELUKLIMITED -11.34 DUFFEU ELECTRICALSERVICES -47.26 CONNECTBUSINESSTECHNOLOGYLIMITED -31.49 EMPIREHR LIMITED -1,449.00 D.J. WRIGHTLTD -1,242.85 Meg’s Cottage -45.00 HARBOURHOTELS -17,950.00 PAULMAHON CONSULTANCY 3,750.00 WASHTEC(UK)LIMITED -226.08 G.W.A DEVELOPMENTS -291.00 TOP MOPS LIMITED -348.00 SIEVESNEWSLTD -1,736.78 SHAUNWILLIAMSCARPENTRYLLP -201.60 DACBEACHCROFTCLAIMSLIMITED -115.00 Worsley Road Stores fK.Dow) -19,174.89 GINSTERSLIMITED -6,831.16 Warburtons Ltd -5,900.10 PRICEWATERHOUSECOOPERSLLP 217,400.40 Fresh to store Ltd -72,757.49 CFSSOLUTIONS -22.14 THELITTLEPLUMBINGCOMPANY(UK)LIMITED -90.00 BESTWAYWHOLESALELIMITED 200,000.00 HILCOVALUATIONSERVICES 8,400.00 Suspense 57,738.89 P&H/PIus Extra -2,280,428.55 Smiths News 105,686.84 British Gas 30,145.87 Wessex Water 16,089.16 Newsquest 4,922.03 West Dorset DC 3,409.79 VeriFone -5,407.72 Viridor Waste 70.00 Barclaycard Merchant Services -2,414.63 BT 3,607.83 Calor Gas 5,143.96 Shell UKOil Products Ltd 40,376.90 East Dorset District Council 15,485.20 DSLGroup Ltd 2,421.26 Sita Uk Limited 2,814.40 EDFEnergy -7,028.98 Onebill Telecom -28.13 OPUSENERGY -32,580.25 Muller (Dairy Crest) -87,545.06 1st Waste Management -22,759.24 THAMESWATER 126.7$ GAZPROMENERGY -1,093.13 Wokingham Borough Council 3,545.57 Bournemouth Borough Council 22,778.14 Borough of Poole 21,086.74 Wiltshire Council -9,645.00 New Forest District Council -13,144.76 Valero -429,414.40 nPower -11,520.20 Purbeck District Council 5,912.73 MDM Services (Cardiff) Limited 2,385.40 Chichester District Council 5,079.96 Christchurch Borough Council 5,079.96 Toshiba Tec UK 95.80 Southern Electric -32,072.50 Menzies Distribution Ltd -18,361.30 BESCommercial Electricity 19,236.18 Suresite Ltd -3,008.54 North Dorset DC(DD) 27,503.96 Southern Water 38,197.12 Veolia 1,745.98 Murco 15,920.27 Aspen Promotions Ltd 118.80 South Somerset Distric Council -5,873.88 Talk Talk Business -67.30 Daisy Communications 49.40 Winchester City Council 7,622.74 East Devon District Council -9,045.51 Southampton City Council -5,153.86 Arun District Council 7,361.03 Torbay Council 8,689.40 Mid Devon District Council -2,810.85 South West Water -10,707.84 Wiltshire Waste Recycling Ltd (gRIST) -2,058.36 South Gloucestershire Council 4,190.00 Mendip District Council -3,305.00 Bath & North East Somerset Council (DD) 7,320.00 Unicorn 36.48 St Albans Operating Company Ltd. 89,808.94 Empire HRLtd 5,313.60 Coffee Nation Limited (COSTAEXPRESS) -7,548.69 BPOILUKLTD 300.00 Dual Energy Direct Ltd 25,322.48 Britannia Hotels Ltd Royal Bath 2,118.41 Weymouth & Portland BC -1,672.40 North Devon Council -12,775.07 Teignbridge District Council 5,872.98 Swalec -60,803.29 BigOil (Vianet) -12,654.69 Havant Borough Council -737.00 GB Retail Dealers 26,357.77 Test Valley Borough Council -1,967.00 GBCard Services 585.44 CHJones -5,545.29 Extra Energy 32,001.45 Premier Inn 3,341.53 Investec Asset Finance -3,961.50 North Somerset Council DD -1,713.00 Exeter City Council -14,188.71 Taunton Dean Borough Council -2,680.25 Surry Heath BC 5,766.50 WATER2BUSINESS -9,565.69 HENRYHOWARD 17,557.91 EZEECOPY 430.14 ISLEOFWIGHTCOUNCIL -57,671.04 ASPEEDOF WOOL(NONERENT) -307.56 BRISTOLWESSEX -117.14 WESTDEVONBOROUGHCOUNCIL -864.79 Crown Oil 19,779.15 GRENKE
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City Lewes BRIGHTON TCI Ci A RNS E Burton JEREMY TURNER Polystar Leese CHP DAVID BLUE SOUTHERN OPTINEWS MRS CRYSTALPOINT EKRAJ GREYSTOCK Lancaster MR VISE CBRE WARBURTONS HARCOMBE Willis R CFG Zillwoods
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BARNFIELD
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LIMITED
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-240,239.75
-43,997.94
-19,157.40 -27,766.84
-31,544.17 -21,900.00
-30,000.00 -13,500.00
-18,150,00 -53,806.20
-1,604.86 -3,252.58 -8,820.51
-7,500.00
-5,600.00 -9,825.00 -7,569.00
-1,400.00 -4,500.00 -3,275.00 -3,333.33 -3,562.50 -5,000.00 -3,500.00 -2,600.00 -7,500.00
9,625.00
5,000.00
3,308.43
3,037.86
-241.05
-180.00
538.24
232.00
195.00 Cold Service -36,402.27 BOBBYSFOODSSOUTHERNLTD -12,269.77 Archant Community Media Ltd 2,421.40 Bonds Confectionery Ltd -30,967.78 Vapouriz Limited -106,875.27 Country Choice -149,904.67 Devon Cakes (01.05.16 onwards) -15,415.05 Envis -16,598.66 Arthur David 1,362.96 Gary Dowell -2.14 Jayne Manley -20.72 David Lenz 138.79 Richard Amesbury-Page 126.25 Trevor Fry 184.97 John Oliver -341.90 Steve Wilkinson 575.92 Anthony Start -176.77 Mike Godwin -107.74 Alan Williams -113.28 Darren Bricknell -225.71 Patrick Wills -75.21 Joe Stone -27.71 KalvinBeaulah -117.61 Tom Donovan 819.70 Charlotte Hoy -251.40 Neil Graydon 141.49 Michaelanne Tucker -259.42 Daniell Phillips 638.32 Kerensa Snook 107.03 Sam Parsons -303.70 Dave Brown -60.00 Rauf Rawson 604.89 Carl Seaward 121.76 KimNorthway 305.64 Total -4,116,621.81
______
WS Retail Limited - in administration Creditors’ addresses Name Addressl Postcode TownCity County Country Country Choice Brake Bros Ltd, P0 Box ZZZ TN24$ZL Ashford Kent Bayard Place Detect Fire and Security (Oakpark Alarms) Verwood Road BH21 6RJ Three Legged Cross Wimborne, Dorset UK Honeycrest Industrial Park, Lodge R.S. Sales and Distribution Limited Road BH24 3PB Staplehurst Kent UK Smiths News Centurion House, Centurion Way BD19 3QE Cleckheaton UK UKGreetings Mill Street East WF12 9AW Dewsbury UK Blackacre Farm Eggs (Traditional Free Range Egg Company) Cadbury Business Park BA22 7LH North Cad bury UK British Gas Distribution PLC,Walton Road P06 1UJ Cosham Portsmouth UK Allied Bakeries Dunnings Bridge Road L30 6TG Netherton Mrseyside UK Wessex Water Claverton Down BA2 7WW Bath UK
Kerry Foods The Dorcan Complex, Faraday Road SN3 5HQ Swindown Wilthshire UK Unit 15 & 16 Chorley Central ]MS Retail Concepts Ltd Business Park, Stump Lane PR6 OBL Chorley UK Zillwoods Britannia Road 5014 5RH Southampton UK Avonside House, Kingfisher Park, Cold Service Headlands Business Park BH24 3NX Ringwood UK 6 Winchester Hill Commerce Park, Think Marketing Winchester Hill 5051 7UT Romsey UK Sydney Bunce Ltd 4a Portchester Place BH8 8JS Bournemouth Dorset England Fleet House Chesil Fields Newsq uest Hampshire Road DT4 9XD Weymouth Dorset England 2 Wilford Business Park, Ruddington Decision Vision - Point 4 Lane NG11 7EP Nottingham UK Rollover 802 Oxford Avenue SL14LN Slough Berkshire UK
V ! V Viridor West VeriFone
Pest SECG KR
Perkins Air-Serv Curry BT Calor Shell Bakewise Gyoury
Verwood CTC Advertiser East Emerald CPL
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DC
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Viridor 33 Ashford Station 1 Road You 100
314 PRIORY 81 Ferndown Unit Threapwood Industrial 3 Unit Allenview Estate Redgate Estate Camel 16/17 Tchibo Westhorpe 66 Barnes Concord Lyndhurst
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Lancashire Dorset Manchester East Sheffield Dorset Lymington Exeter Dorset Surrey Hampshire Nottingham
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UK UK Unit 3 ***DO USE*** NOT Bonds Confectionery Ltd Fulwood Rise NG17 2PU Sutton-ln-Ashfield Nottinghamshire UK 301-304 Parkway Weston-Super Sita Uk Limited Worle BS22 6WA Mare North Somerset UK EDFEnergy Gadeon House, Grenadier Road EX13UT Exeter UK 29 St Catherine’s Road Suncatcher Foods Ltd Southbourne BH6 4AE Bournemouth Dorset UK Unit 16
STOCKEDLIMITED Bennetts Field Trad BA9 9DT Wincanton UK 71 to 81 Seabourne Road G.C. Produce (D.J WRIGHTSDAIRIESLTD) Boscombe BH5 2HE Bournemouth UK Onebill Telecom P0 Box 72283 SW1P 9NW London UK Royal Pavilion, 2 Summerhouse OPUS ENERGY Road NN3 6BJ Northampton UK CRAIG’SFARM DAIRY EASTFARM DT3 6EX OSMINGTON WEYMOUTH UK WILLIAMSOF WOOL THE CROSS BH2O6DA WOOL WAREHAM UK Muller (Dairy Crest) Calluna Road BH12 4NN Poole Dorset UK 21 Shore Road
Munneries Ltd East Wittering P020 8DY Chichester West Sussex UK M.J.BROUN & E.A.BROUN MANOR FARM
FRESHFARM EGGS TIDMARSH RG8 8EY READING BERKS UK P&DJENNINGS TheStreet RG100DB Hurst Reading UK VIKINGPARK
BOBBYSFOODS SOUTHERNLTD PETERSFIELDROAD GU35 9AH WHITEHALL BORDON UK 14 New Finches
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