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Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If More Space Is Needed, Attach a Separate Sheet to This Form

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Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If More Space Is Needed, Attach a Separate Sheet to This Form Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 1 of 253 Fill in this information to identify the case: United States Bankruptcy Court for the: __________ District of __________ Case number (If known): _________________________ Chapter 15 Check if this is an amended filing Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write debtor’s name and case number (if known). _____________________________________________________________________________________________ 1. Debtor’s name 2. Debtor’s unique identifier For non-individual debtors: Federal Employer Identification Number (EIN) ___ ___ – ___ ___ ___ ___ ___ ___ ___ Other ___________________________. Describe identifier _____________________________. For individual debtors: Social Security number: xxx – xx– ____ ____ ____ ____ Individual Taxpayer Identification number (ITIN): 9 xx – xx – ____ ____ ____ ____ Other ___________________________. Describe identifier ______________________________. 3. Name of foreign representative(s) ____________________________________________________________________________________________ 4. Foreign proceeding in which appointment of the foreign ____________________________________________________________________________________________ representative(s) occurred 5. Nature of the foreign Check one: proceeding Foreign main proceeding Foreign nonmain proceeding Foreign main proceeding, or in the alternative foreign nonmain proceeding 6. Evidence of the foreign A certified copy, translated into English, of the decision commencing the foreign proceeding and proceeding appointing the foreign representative is attached. A certificate, translated into English, from the foreign court, affirming the existence of the foreign proceeding and of the appointment of the foreign representative, is attached. Other evidence of the existence of the foreign proceeding and of the appointment of the foreign representative is described below, and relevant documentation, translated into English, is attached. _______________________________________________________________________________________ _______________________________________________________________________________________ 7. Is this the only foreign No. (Attach a statement identifying each country in which a foreign proceeding by, regarding, or against the proceeding with respect to debtor is pending.) the debtor known to the Yes foreign representative(s)? Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding page 1 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 2 of 253 Debtor _______________________________________________________ Case number (if known)_____________________________________ Name 8. Others entitled to notice Attach a list containing the names and addresses of: (i) all persons or bodies authorized to administer foreign proceedings of the debtor, (ii) all parties to litigation pending in the United States in which the debtor is a party at the time of filing of this petition, and (iii) all entities against whom provisional relief is being sought under § 1519 of the Bankruptcy Code. 9. Addresses Country where the debtor has the center of its Debtor’s registered office: main interests: ______________________________________________ ______________________________________________ Number Street _______________________________________________ P.O. Box _______________________________________________ City State/Province/Region ZIP/Postal Code _______________________________________________ Country Individual debtor’s habitual residence: Address of foreign representative(s): _______________________________________________ _______________________________________________ Number Street Number Street _______________________________________________ _______________________________________________ P.O. Box P.O. Box _______________________________________________ _______________________________________________ City State/Province/Region ZIP/Postal Code City State/Province/Region ZIP/Postal Code _______________________________________________ _______________________________________________ Country Country 10. Debtor’s website (URL) ____________________________________________________________________________________________________ 11. Type of debtor Check one: Non-individual (check one): Corporation. Attach a corporate ownership statement containing the information described in Fed. R. Bankr. P. 7007.1. Partnership Other. Specify: ________________________________________________ Individual Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding page 2 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 3 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 4 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 5 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 6 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 7 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 8 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 9 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 10 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 11 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 12 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 13 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 14 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 15 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 16 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 17 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 18 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 19 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 20 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 21 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 22 of 253 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 15 ) ALLSAINTS USA LTD., ) Case No. 20-___________(___) ) Debtor. ) ) CORPORATE OWNERSHIP STATEMENT Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the following are corporations, other than a government unit, that directly or indirectly own 10% or more of any class of the debtor’s equity interest: Shareholder Approximate Percentage of Shares Held ALL SAINTS RETAIL LIMITED 100% Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 23 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 24 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 25 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 26 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 27 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 28 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 29 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 30 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 31 of 253 Case 20-33072 Document 1 Filed in TXSB on 06/17/20 Page 32 of 253 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000. This document does not constitute or form any part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any Shares or other transferable securities in AllSaints USA Limited (“ASUSA”). Any reproduction of this document, in whole or in part, and any disclosure of its contents, except to the extent such information is otherwise publicly available, or use of any information it contains for any purpose other than considering the resolutions is prohibited. ___________________________________________________________________________ ALLSAINTS USA LIMITED and EACH OF ITS CVA CREDITORS (AS DEFINED HEREIN) COMPANY VOLUNTARY ARRANGEMENT (under Part I of the Insolvency Act 1986) ___________________________________________________________________________ This document has been prepared solely to inform creditors and the shareholder of ASUSA of proposals for a company voluntary arrangement. Nothing in this Proposal should be relied upon for any other purpose. Your attention is drawn to Paragraphs 1 to 10 of the section titled the “Summary of the Proposal” and Paragraph 10 (Recommendation to creditors and shareholder) of Part I (Introduction) of this document. Such sections describe the background and the desirability of the Proposal for creditors and the shareholder and recommend why creditors and the shareholder should vote in favour of the Proposal. The action required to be taken by you is set out in Part II (Action to be taken by CVA Creditors and Shareholder). Formal notices of the Creditors’ Meeting and Shareholder’s Meeting, which will be held by way of a virtual meeting, to approve the company voluntary arrangement, and which are to be held at 4:30pm BST / 11:30am EST / 8:30am PST on 3 July 2020 (in respect of the Creditors’ Meeting) and at 7pm BST / 2pm EST / 11am PST on 3 July 2020 (in respect of the Shareholder’s Meeting), are available at www.ips-docs.com. Log-in details of the virtual meeting can be found at www.ips-docs.com and have been notified to you in a letter from the Nominees. Creditors should complete and return the Proxy Form and Notice of Claim form in accordance with the instructions set out herein and in advance of the Creditors’ Meeting. Save as set out in this Proposal, the CVA will not seek to compromise the rights or claims of any other creditors, including, without limitation, employees, customers and any other unsecured creditors. Further details are set out in Section 2, Part V, Clause 5 (The Effect of the CVA on Ordinary Unsecured Creditors). Any Compromised Creditors’ Claim shall be irrevocably and unconditionally released if the relevant Creditor has not filed a Notice of Claim by the Bar Date.
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