Verve Industries Limited Birkby’s Plastics Limited … · The Pension Scheme Birkby’s Plastics...

Ernst & Young LLP 1 Bridgewater Place Water Lane Leeds LS11 5QR Tel: 0113 298 2200 Fax: 0113 298 2201 www.ey.com/uk

The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC300001 and is a member firm of Ernst & Young Global Limited. A list of members’ names is available for inspection at 1 More London Place, London SE1 2AF, the firm’s principal place of business and registered office.

TO ALL KNOWN CREDITORS 24 May 2012

Ref: RHK/CGJK/JB/CH/D11.1

Dear Sirs

Verve Industries Limited Birkby’s Plastics Limited (Both In Administration) (“the Companies”)

Further to my appointment as Joint Administrator of the Companies, I attach a copy of my statement of proposals in accordance with paragraph 49 of Schedule B1 to the Insolvency Act 1986.

As you will note from the proposals, there is no prospect of any funds becoming available to unsecured creditors other than by virtue of the prescribed part. As a consequence, I do not propose to summon meetings of creditors. If, however, creditors whose debts amount to at least 10% of total debts of an individual company make a request in the prescribed form within 8 business days of these proposals being made available to creditors, a meeting will be held. A copy of the prescribed form (Form 2.21B) is enclosed in case you wish to request a meeting.

I would draw your attention to the provisions of Rule 2.37 of the Insolvency Rules 1986 which provide that if a meeting is requested, it will only be held if the expenses of summoning and holding such a meeting are paid by the creditor or creditors making the request and if security is first deposited with me for payment. The meeting may subsequently resolve that the expenses of summoning and holding the meeting are paid out of the assets of the company as an expense of the administration.

In the event that a meeting is not held, the proposals will be deemed to be accepted. The Joint Administrators’ remuneration and Category 2 disbursements will be agreed with the secured creditors and the preferential creditors in accordance with the provisions of Rule 2.106(5A) of the Insolvency Rules 1986.

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Should you have any queries relating to this letter or any other aspect of the Administrations, please do not hesitate to contact Carly Howard of this office on telephone number 0113 298 2438.

Yours faithfully for the Companies

C G J King Joint Administrator Encs: Administrators’ statement of proposals Form 2.21B – Creditor’s request for a meeting Proof of debt R H Kelly is licensed in the United Kingdom to act as an insolvency practitioner by The Institute of Chartered Accountants of Scotland and C G J King is licensed in the United Kingdom to act as an insolvency practitioner by The Institute of Chartered Accountants in England and Wales. The affairs, business and property of the Companies are being managed by the Joint Administrators, RH Kelly and CGJ King, who act as agents of the Companies only and without personal liability. We may collect, use, transfer, store or otherwise process (collectively, “Process”) information that can be linked to specific individuals (“Personal Data”). We may Process Personal Data in various jurisdictions in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 1998.

Verve Industries Limited Birkby’s Plastics Limited (Both In Administration) (“the Companies) Administrators’ statement of proposals

Under Paragraph 49 of Schedule B1 to the Insolvency Act 1986

24 May 2012

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Abbreviations

The following abbreviations are used in this report:

The Act The Insolvency Act 1986 the Bank Lloyds TSB Bank plc Birkby’s Birkby’s Plastics Limited the Companies Verve Industries Limited and Birkby’s Plastics Limited EY Ernst & Young LLP FYXX Financial year ending 31 March XX the Group Verve Industries Limited, HBH Holdings Limited and

Birkby’s Plastics Limited HBH HBH Holdings Limited HBPO HBPO Gbmh Honda Honda Trading Limited JLR Jaguar Cars Limited and Land Rover KPMG KPMG LLP LTSBCF Lloyds TSB Commercial Finance Limited MBO Management Buyout OEM Original equipment manufacturer The Pension Scheme Birkby’s Plastics Limited Pension Scheme The Rules The Insolvency Rules 1986 Supply agreement Supply agreement signed by Honda, JLR and Toyota Toyota Toyota Motor Europe Ltd Trough-Tec Trough-Tec Systems Limited Treves Treves UK Limited Verve Verve Industries Limited

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Contents

1. Introduction, background and circumstances giving rise to the appointment ........... 1

2. Purpose, conduct and end of administration .............................................................. 4

3. Statement of affairs .................................................................................................. 10

4. Administrators' remuneration and disbursements and payments to other professionals ............................................................................................................. 13

Appendix A Statutory information .............................................................................. 15

Appendix B Restated - Directors' statement of affairs – Birkby’s ............................. 18

Appendix C Director’s statement of Affairs ............................................................... 19

Appendix D Statement of administrators' charging policy for remuneration and disbursements pursuant to Statement of Insolvency Practice No. 9 ...................... 36

Appendix E Administrators' receipts and payments account for the period from 3 April 2012 to 11 May 2012 ...................................................................................... 39

Section 1: 1. Introduction, background and circumstances giving rise to the appointment

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1. Introduction, background and circumstances giving rise to the appointment

1.1 Introduction On 3 April 2012 the Companies entered Administration and R H Kelly and C G J King were appointed to act as Joint Administrators. This document, including its appendices, constitutes the Joint Administrators’ statement of proposals to creditors pursuant to paragraph 49 of Schedule B1 to the Act and rule 2.33 of the Rules.

Certain statutory information relating to the Companies and the appointments of the Joint Administrators is provided at Appendix A.

We have provided this statement of proposals in a combined form to provide creditors with a greater understanding of the overall situation with regard to the Companies.

1.2 Background The Group designs, moulds and assembles plastic products for the automotive industry and operates from a single site in Liversedge, near Leeds.

► Verve is a holding company created to facilitate the MBO of HBH and Birkbys in 2008 and also holds a 50% investment in Trough-Tec, a Joint Venture with Hird Rail Services Limited.

► Birkby’s is the sole trading company.

The legal structure of the Group is set out below:

In addition to the two Companies in Administration, the Group also comprises HBH, a non-trading company that holds no assets other than its 100% investment in Birkby’s. HBH is not in an insolvency process.

Birkby’s funding was provided by:

• LTSBCF, via an invoice discounting facility; and

• the Bank, via asset finance against two of Birkby’s machine presses.

At the date of appointment, five of Birkby’s key customers had also provided a short term bridging loan facility.


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1.3 Financial information The recent financial results of the Group can be summarised as follows:

1.3.1 Verve Industries Limited (Consolidated basis)

Year or Period Ended

Audited / Draft

Turnover£000

Gross Profit £000

Gross Margin %

Directors’ Remuneration £000

Net Profit after Tax £000

Profit & Loss Reserves £000

2 April 2011 Audited 31,058 4,642 14.9 508 (914) (1,361) 27 March 2010 Audited 23,668 4,387 18.5 537 (78) 234 28 March 2009 Audited 37,056 5,466 14.6 601 1,640 409

1.3.2 Birkby’s Plastics Limited

Period Year or Period Ended

Type Audited / Draft

Turnover£000

Gross Profit £000

Gross Profit %

Directors’ Remuneration £000

Net Profit after Tax £000

Profit & Loss Reserves £000

29 February 2012 Draft 25,909 2,747 10.6 0 (2,947) (1,060) 2 April 2011 Audited 31,058 4,642 14.9 0 (1,509) 1,062 27 March 2010 Audited 23,668 4,387 18.5 0 (794) 3,252 28 March 2009 Audited 29,124 4,201 14.4 0 (1,258) 4,142 29 March 2008 Audited 37,747 4,998 13.2 0 3,922 6,631

1.4 Circumstances Giving Rise to the Appointment of the Administrators

The onset of the global economic crisis in 2008 led to a market-wide decline in the automotive sector, resulting in heavily reduced demand from Birkby’s automotive customers in FY09 and FY10. This led to operating losses in each of these years. Whilst demand partially recovered in FY11, Birkby’s remained loss making as a result of its fixed overhead base.

In FY12, Birkby’s suffered further significant volume reductions from its two largest customers, Honda and Toyota (who together accounted for c.60% of Birkby’s sales), as a result of:

► Japanese Earthquake/Tsunami (March 2011) impacting production for Honda and Toyota; and

► Thailand Floods (October/November 2011) impacting Honda production.

To mitigate the impact of the Japanese earthquake, Birkby’s negotiated financial support payments totalling c.£1.4m from Honda and Toyota, and renegotiated commercial payment terms with other customers.

At the same time, management and KPMG (the Group’s auditors) initiated a sale process with a view to identifying a purchaser for the business. This did not result in any firm offers.


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Following the subsequent Thailand floods, the financial support provided by Honda and Toyota proved insufficient to allow Birkby’s to continue to trade and a further cash requirement of c.£1.2m was required.

As it was not possible to obtain additional funding from commercial funders an unsecured bridging loan of £1.2m (subordinated to other unsecured creditors) was obtained from Birkby’s five largest customers (JLR, Honda, Toyota, HBPO and Treves) to enable Birkby’s to continue to trade whilst an accelerated sale of the Group (or its business and assets) was pursued.

EY were engaged to assist and advise the Group in the accelerated sale process. The business was marketed for sale during January and February 2012.

The loans from the five customers were originally due to expire on 24 February 2012, but were extended to 16 March 2012 to allow negotiations to continue between the five customers and an interested party.

However, on 5 March 2012, the five customers informed the Group that they were unable to reach agreement with the interested party with regard to future trading terms. Birkby’s then put forward two options regarding the future funding of the business for consideration by the five customers:

► A proposal whereby the business would be continued by the existing management team; and

► A wind down via a trading Administration.

Birkby’s identified a funding requirement of c.£0.5m to allow the business to continue to trade whilst the two options were explored. As a result, the five customers agreed to:

► Extend the maturity of the existing loans until 30 April 2012; and

► Provide further unsecured bridging loans of £444,000 (also maturing on 30 April 2012).

Management presented their proposal, which included requests for price increases and additional loan finance, to the five customers on 27 March 2012.

On Friday 30 March 2012 the five customers informed management that they did not wish to pursue their proposal. Negotiations with the five customers continued over the weekend but no agreement could be reached and as a result the directors took the decision to place the Companies into Administration on Tuesday 3 April 2012 in order to pursue the wind down via a trading Administration.

Section 3: Statement of affairs

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2. Purpose, conduct and end of administration

2.1 Purpose of the Administration The purpose of an administration is to achieve one of three objectives:

a. To rescue the company as a going concern

b. To achieve 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)

c. To realise property in order to make a distribution to one or more secured or preferential creditors

Insolvency legislation provides that objective (a) should be pursued unless it is not reasonably practicable to do so or if objective (b) would achieve a better result for the company’s creditors as a whole. Objective (c) may only be pursued if it is not reasonably practicable to achieve either objective (a) or (b) and it can be pursued without unnecessarily harming the interests of the creditors of the company as a whole.

The business was marketed for sale on two occasions prior to the Administration and these processes did not result in any firm offers. Therefore, the Administrators do not consider it possible to achieve sales as going concerns.

As a result, the Administrators have concluded that it is not reasonably practicable to achieve the rescue of the Companies as going concerns in accordance with paragraph 3(1)(a) of Schedule B1 to the Act.

The Administrators are pursuing the objective of achieving a better result for the Companies’ creditors as a whole than would be likely if the Companies were wound up, without first being in Administration.

2.2 Continued trading - rationale Given the nature of the automotive industry, which is based on “just in time” production, any immediate cessation of production would have created supply issues for Birkby’s customers and jeopardised their ability to continue the manufacture of vehicles in the short term.

Therefore, certain customers requested that the Joint Administrators continue to trade the business for a period in Administration, to allow them to transfer their orders to an alternative supplier.

The Joint Administrators have a duty to preserve the assets of the business and to maximise realisations for creditors as a whole. As the business was loss making, any continued trading on the previous terms would have risked further losses, which would have negatively impacted realisations for creditors.

Therefore, on 3 April 2012, Birkby’s entered into a Supply Agreement with Toyota, Honda and JLR, whereby these customers would provide upfront and ongoing funding for the required period of trading.

Under this Supply Agreement, the three customers have agreed to accept price increases to allow Birkby’s to generate a trading profit (of 5% of sales, limited to £25,000 per week but with a minimum of £10,000 per week), which will become available to the general body of creditors.


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The three customers have also agreed to pay the costs of the Joint Administrators and their staff in dealing with trading activities.

On this basis, the Joint Administrators have taken the decision to continue to trade the business, to provide support to the three customers during a transitional period as it is to the benefit of the creditors.

A further benefit of continuing to trade the business is the avoidance of claims from Birkby’s customers in relation to line stoppages if supplies did not continue. Such claims could have been significant, diluting funds available to all other unsecured creditors.

2.3 Conduct of the Administration 2.3.1 Sale of the business The business was marketed on two occasions prior to Administration, and the one interested party prepared to make an offer could not agree mutually acceptable trading terms with the five main customers. Since the Administration all of the customers have either re-sourced to new suppliers, or have advanced plans to do so. Therefore it is not considered possible to achieve a sale of Birkby’s as a going concern.

Prior to the appointment, Verve had begun to develop products for four potential new customers as part of a diversification initiative designed to reduce the Group’s dependency on the automotive sector in the medium term. However, no orders had been received from the customers and no intellectual property is owned by Verve. The Administrators are marketing this start-up business for sale, but do not anticipate any significant realisations from this source.

Verve also held a 50% shareholding in Trough –Tec, a Joint Venture with Hird Rail Services Limited. Under the terms of the Joint Venture agreement, on the insolvency of Verve, the shares transfer to Hird Rail Services Limited, who are obliged to pay consideration equivalent to their value as determined by Trough-Tec’s auditors. The Joint Administrators await confirmation as to the value which has been placed on these shares.

2.3.2 Trading – OEM’s The Joint Administrators have taken the decision for the business to continue to trade for a short period to allow Toyota, JLR and Honda to achieve an orderly transition to a new supplier to avoid customer claims, and generate a profit.

Immediately following our appointment, Toyota informed the Joint Administrators that they did not require any further production and that they wished to commence the removal of their tools. This process has now been substantially completed, and the Joint Administrators are in negotiations with regard to the sale to Toyota of the remaining stock associated with their models.

Production has continued for both JLR and Honda, with target exit dates of 25 May 2012 and 29 June 2012 respectively.

2.3.3 Trading – Tier 1 & Tier 2 customers All Tier 1 and Tier 2 customers have been required to agree to revised terms and conditions for Birkby’s to continue to supply product during the Administration trading period.

To date, 12 Tier 1 and 2 customers have accepted the revised terms and conditions and Birkby’s continues to trade with these customers in the short term.


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2.3.4 Employees The Joint Administrators have retained the majority of employees to assist in the ongoing trading. To date, the positions of 25 employees have been made redundant. It is envisaged that the majority of the employee positions will be redundant at the conclusion of trading, albeit there will be a short term requirement for a number of the employees to assist in preparation for the auctions and the subsequent removal of plant and machinery.

2.3.5 Tooling The following customers have now removed their tools and have re-sourced production to new suppliers: ► Toyota;

► Treves UK;

► HBPO;

► Grupo Antolin;

► SAI Faurecia;

► Borgers; and

► Intier Magna.

2.3.6 Stock At the date of our appointment Birkby’s systems indicated that stock of £1.9m was held at the Liversedge site. This stock had been subject to a verification count on 31 March 2012.

Where this stock has been used for trading, an appropriate charge has been made to the Administration trading accounts in order to provide value from this asset to the creditors. During the month of April, c.£648,000 stock at the date of appointment was used for trading purposes. The creditors will also benefit from the profits generated from trading.

Where stock has not been required for trading, we have sought opportunities to realise value for it and these realisations have also been set aside for the benefit of creditors.

2.3.7 Debtors Birkby’s debtors are assigned to LTSBCF under an invoice discounting facility. LTSBCF was owed c.£213,000 on appointment before ongoing interest and charges. The debtors at appointment totalled £1,348,112 and €530,764 from the Sterling and Euro ledgers respectively. The current status of collections is illustrated in the table below.

Certain tooling debts have been identified as uncollectable, as Birkby’s subcontracted the manufacture of tooling to third parties, who retain title to the tooling until all associated

£ € £ € £ €On appointment 1,096,972 227,300 251,139 303,465 1,348,112 530,764 Identified as uncollectable (71,654) 0 (131,560) (218,307) (203,214) (218,307)Collected to date (1,023,298) (214,287) (119,579) (85,158) (1,142,878) (299,445)Remaining to collect 2,020 13,012 - - 2,020 13,012

Product debtors Tooling debtors Total debtors


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liabilities have been settled. Specific provisions have also been made against product debtors, where the Joint Administrators view the debt as uncollectable given the individual circumstances. The Joint Administrators continue to pursue the remaining debts.

2.3.8 Asset realisations The Joint Administrators’ agents, GVA Grimley, have valued the chattel assets and provided an assessment as summarised below:

This valuation is before the costs of realisation, and includes two machines financed by the Bank, where there is an outstanding balance due of c.€201,000.

Given that a sale of the business as a going concern is unlikely, the Joint Administrators have already commenced marketing these assets for disposal via auction in order to minimise the holding costs post cessation of trading.

The Joint Administrators have already received a number of expressions of interest in respect of certain items of plant and machinery. The majority of assets will be sold through two online auctions, administered by GVA Grimley, which are in the process of being arranged.

2.3.9 Leasehold property The Group occupies a single leasehold site in Liversedge.

The lease has a break clause which can be exercised on 14 January 2013, subject to providing the landlord with 6 months notice. The Joint Administrators are taking legal advice on this matter.

2.3.10 Administrators’ receipts and payments A summary of the Administrators’ receipts and payments for the period 3 April 2012 to 11 May 2012 is attached at Appendix E.

2.4 Initial meeting of creditors The Joint Administrators are of the opinion that the Companies have insufficient property to enable distributions to be made to non-preferential creditors other than by virtue of the Prescribed Part and consequently, in accordance with the provisions of paragraph 52(1) of Schedule B1 to the Act, they do not intend to call initial creditors’ meetings.

The Joint Administrators will be obliged to call an initial meeting of creditors of an individual company if it is requested by creditors of that company whose debts amount to at least 10% of the total debts of that company. The request must be made within 8 business days of the date on which these proposals are sent out (or such longer period as the court may allow) and must be in the prescribed form. The creditor summoning the meeting must lodge with the Joint Administrators a deposit as security for the expenses of summoning and holding the meeting. Further information is provided in the covering letter accompanying these proposals.

£'000Market value in situ

Market value ex situ

Plant, machinery and fixtures 3,500 1,400


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2.5 Future Conduct of the Administrations The Joint Administrators will continue to manage the affairs, business and property of the Companies in order to achieve the purpose of the Administrations. This will include, inter alia:

► Continuing to trade whilst the customers re-source their supplies;

► Realising the remaining assets, principally the book debts, stock and plant and machinery;

► Agreeing preferential creditor claims;

► Conducting investigations into the conduct of the Directors of the Company and reporting to the Department of Business, Innovation and Skills pursuant to the Company Directors Disqualification Act;

► Distributing the realisations to the secured and preferential creditors;

► Dealing with unsecured creditor enquiries;

► If appropriate agreeing unsecured creditor claims and distributing the Prescribed Part;

► Dealing with statutory reporting and compliance obligations; and

► Finalising the Administration including payment of all Administration liabilities.

2.6 The End of the Administration The Administrations will automatically end on 2 April 2013, although they can be extended by creditors or by the Court.

2.6.1 Extension In the event that the purpose of the Administrations cannot be completed by 2 April 2013, the Joint Administrators will seek an extension of time to complete the Administrations.

It is proposed that the end of the Administrations will be either through dissolution or through a liquidation process. Further details are provided below.

2.6.2 Dissolution It is proposed that if at the end of any of the Administrations, the company concerned has no property which might permit a distribution to its creditors, the Joint Administrators will send a notice to that effect to the Registrar of Companies. On registration of the notice the Joint Administrators’ appointment will come to an end. In accordance with the provisions of paragraph 84(6) of Schedule B1 to the Act the company will be deemed to be dissolved three months after the registration of the notice.

2.6.3 Liquidations It is proposed that at the end of the Administrations, if any of the Companies have any property which might permit a distribution to its creditors (including in respect of the Prescribed Part) it will move straight into Creditors’ Voluntary Liquidation upon filing with the Registrar of Companies a notice pursuant to paragraph 83 of Schedule B1 to the Act.

It is proposed that the Liquidators will be R H Kelly and C G J King of Ernst & Young LLP and that any act required or authorised under any enactment to be done by the liquidators may


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be done by either or both of them. In accordance with paragraph 83(7) of Schedule B1 to the Act and Rule 2.117 of the Rules, creditors may nominate a different person as the proposed liquidator, provided that the nomination is made after the receipt of these proposals and before the proposals are approved. It should be noted in this regard that a person must be authorised to act as an insolvency practitioner in order to be appointed as liquidator.

If there is property available at the end of either of the Administrations, but the Joint Administrators believe it to be insufficient to enable a distribution to be made in a Creditors’ Voluntary Liquidation, the Joint Administrators propose to petition the Court, pursuant to paragraph 79 of Schedule B1 of the Insolvency Act 1986, for an order to bring the Administration to an end with a consequential order for the compulsory winding up of the company.


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3. Statement of affairs

The directors have submitted their Statements of Affairs for the Companies as at 3 April 2012. Summaries are attached at Appendix C.

We would comment that a number of the asset values have yet to be determined and may be lower than indicated. Similarly, a number of creditor claims have yet to be quantified and may be higher than indicated. Additionally, the values are shown before applicable costs of realisation.

We include below a summary of our comments on the directors’ Statements of Affairs:

3.1 Verve We have no comments on the Verve statement of affairs.

3.2 Birkby’s 3.2.1 Presentation The presentation of the Directors’ Statement of Affairs for Birkby’s is not in a traditional format and we have therefore included at Appendix B a re-presentation of the Directors’ Statement of Affairs for Birkby’s.

We have not amended any of the book values or estimated to realise values from those stated by the Directors, however the re-presentation does change the amounts available to the different classes of creditor.

The reasons for the re-presentation are summarised below:

► The Statement of Affairs does not distinguish between assets subject to a fixed charge and assets subject to a floating charge. We have analysed the fixed assets as per the estimated to realise amounts as set out in the accompanying schedules for Birkby’s creditors;

► The Directors’ Statement of Affairs does not calculate the Prescribed Part. We have calculated a Prescribed Part based on the re-presented Statement of Affairs.

3.2.2 Comments After re-presenting the Statement of Affairs in the format set out at Appendix B, our comments on the content are set out below.

The Statement of Affairs includes the debtor book which has been assigned to LTSBCF but does not include any of the liability outstanding to LTSBCF at 3 April 2012, which amounted to c.£218,000 before ongoing interest and charges.

The machinery has been estimated by the Directors to realise £1,180,000. This is less than the GVA Grimley gross valuation of £1.4m (which will be subject to a deduction for the costs of realisation).

The cash at bank, included within the Statement of Affairs at £107,000, was actually £26,000 at 3 April 2012.

The Directors estimate that tooling debtors of £509,000 and tooling stock (i.e. new tooling in process of being manufactured) of £1,379,000 will be collected in their entirety. The manufacture of the tooling is sub-contracted to third party tool manufacturers. Since the tooling is subject to retention of title clauses and in many cases is in the possession of the


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third party tooling manufacturers who are unsecured creditors of Birkby’s, these assets are not capable of being realised without meeting the associated liabilities. Accordingly we believe that any realisations will be substantially below the directors’ estimated to realise values.

Product stock is estimated to realise its book value. Following the decision to continue to trade, the bulk of the stock is expected to be sold or used in the normal course of business. However, certain of the stock may be subject to supplier ROT claims or be obsolete.

It is anticipated that the trading period will generate a profit of c.£250,000 which may benefit the floating charge. This is not included in the Statement of Affairs.

The Statement of Affairs does not take account of the costs of realisation.

As a result of the above we expect the Prescribed Part will be below £600,000. Our comments on net property and our estimate of the Prescribed Part are set out later in this document.

Individual trade creditor balances are shown gross of estimated ROT claims, and therefore the actual value of individual trade creditor claims may reduce as valid ROT claims are settled.

Whilst we have not commenced the process of agreeing creditor claims, we have noted that the Directors have omitted the liabilities to the five customers who provided funding to enable the business to continue to trade. These loans total c.£1.7m and are subordinated to the other unsecured creditors.

The Statement of Affairs does not include any estimate for contingent claims such as any dilapidation claim from the landlord.

3.3 Secured Creditors 3.3.1 LTSBCF LTSBCF, the Companies’ principal secured lender, was owed £581,000 (offset by a c.€449,000 cash balance) at the date of our appointment, subject to accruing interest and charges. LTSBCF holds debentures from the Companies supported by cross guarantees and benefits from an assignment of Birkby’s book debts.

LTSBCF has been repaid in full from book debt realisations.

3.3.2 Lloyds TSB Bank plc Lloyds TSB Bank plc were owed €201,000 at the date of our appointment and holds a chattel mortgage dated 11 September 2009 over certain of Birkby’s plant and machinery in addition to debenture security from the Companies supported by cross guarantees.

It is likely that the Bank will be repaid in full from realisations of the assets secured by the chattel mortgage.

3.3.3 Birkby’s Plastics Limited Pension Scheme The Pension Scheme is the third ranking secured creditor by way of its S.75 deficit.

The Pension Scheme holds a debenture from the Group incorporating fixed and floating charges. We are uncertain of the full extent of the Pension Scheme’s claim at present, however, the Directors estimate it to be £10.3m in their Statement of Affairs.

We estimate that the Pension Scheme will not be repaid in full.


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3.3.4 Preferential Creditors We currently estimate preferential creditors of £23,746 and £97,486 in respect of claims for employees’ salaries, holiday pay and pension contributions for Verve and Birkby’s respectively.

As we do not anticipate any floating charge realisations in Verve, we do not expect to be in a position to make a distribution to preferential creditors in that Comapny.

It is anticipated that any preferential claims in Birkby’s will be paid in full.

3.4 Non-preferential Creditors Non-preferential claims continue to be submitted and a proof of debt form accompanies these proposals. The directors’ Statement of Affairs estimate that the non-preferential claims for Verve and Birkby’s will be in the region of £1.1m and £7.0m respectively.

Final claims in the Administrations may be higher due to contingent claims and other non-preferential creditor amounts not included in the Statement of Affairs.

We do not expect to be in a position to make a distribution to the non-preferential creditors of Verve.

It is not anticipated that there will be sufficient realisations to enable a distribution to the non-preferential creditors of Birkby’s other than by virtue of the Prescribed Part.

3.5 Prescribed part The prescribed part is a proportion of floating charge assets set aside for non-preferential creditors pursuant to section 176A of the Insolvency Act 1986. The prescribed part applies to floating charges created on or after 15 September 2003.

The Joint Administrators do not currently intend to make an application to the court under section 176A(5) of the Insolvency Act 1986 for an order not to distribute the prescribed part. However depending upon the final quantification of all unsecured claims for a particular company, the payment of a dividend in respect of the prescribed part may be uneconomical. The Administrators therefore reserve the right to make such application to the court in these circumstances.

3.5.1 Verve Industries Limited The Joint Administrators estimate, to the best of their knowledge and belief, that:

► The value of Verve’s net property is £nil; and

► The value of the prescribed part is £nil.

3.5.2 Birkby’s Plastics Limited At this time, the outcome of the Administration remains uncertain and therefore we are unable to accurately estimate the value of Birkby’s net property. However, we estimate that:

► The value of Birkby’s net property will be c.£2.5m; and

► The value of the prescribed part will be c.£0.5m before the costs of dealing with the prescribed part.

Section 4: Administrators' Remuneration and Disbursements

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4. Administrators' remuneration and disbursements and payments to other professionals

4.1 Administrators Remuneration in relation to non-trading activities - Verve

The statutory provisions relating to remuneration are set out in Rule 2.106 of the Insolvency Rules 1986. Further information is given in the Association of Business Recovery Professionals’ publication ‘A Creditors’ Guide to Administrators’ Fees’, a copy of which may be accessed from the web site of the Insolvency Practitioners Association at http://www.insolvency-practitioners.org.uk (follow ‘Regulation and Guidance’ then ‘Creditors’ Guides to Fees’), or is available in hard copy upon written request to the Joint Administrators.

In the event that a creditors’ meeting is not requisitioned and a creditors’ committee is not formed, the Joint Administrators will seek to have their remuneration fixed by the secured and preferential creditors in accordance with Rule 2.106(5A) of the Rules. The Joint Administrators will ask for their remuneration to be fixed on the basis of time properly given by them and their staff in dealing with matters arising in the Administration.

4.2 Administrators Remuneration in relation to trading – Birkby’s

Under the Supply Agreement, JLR, Honda and Toyota have agreed to pay the Joint Administrators’ remuneration for all trading activities. Therefore, the general body of creditors will not bear this cost.

However, since the remuneration of the Joint Administrators for trading activity still constitutes part of the Joint Administrators overall remuneration the Joint Administrators are still required to agree the basis of their overall remuneration with the creditors of Birkby’s.

4.3 Administrators Remuneration in relation to non-trading activities – Birkby’s

The statutory provisions relating to remuneration are set out in Rule 2.106 of the Insolvency Rules 1986. Further information is given in the Association of Business Recovery Professionals’ publication ‘A Creditors’ Guide to Administrators’ Fees’, a copy of which may be accessed from the web site of the Insolvency Practitioners Association at http://www.insolvency-practitioners.org.uk (follow ‘Regulation and Guidance’ then ‘Creditors’ Guides to Fees’), or is available in hard copy upon written request to the Joint Administrators.

In the event that creditors’ meetings are not requisitioned and Creditors’ Committees are not formed in each or either of the Companies, the Joint Administrators will seek to have their remuneration fixed by the secured and preferential creditors in accordance with Rule 2.106(5A) of the Rules. The Joint Administrators will ask for their remuneration to be fixed on the basis of time properly given by them and their staff in dealing with matters arising in the Administrations.

4.4 Analysis of Administrators’ fees Attached at Appendix D is a detailed analysis of time spent, and charge out rates, for each grade of staff for the various areas of work carried out to 11 May 2012, as required by the Association of Business Recovery Professionals’ Statement of Insolvency Practice No. 9.

http://www.insolvency-practitioners.org.uk

http://www.insolvency-practitioners.org.uk

Section 5: Administrators' Remuneration and Disbursements

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The analysis provides details the Joint Administrators fees for both trading and non-trading activities for Birkby’s.

4.5 Disbursements Appendix D also includes a statement of the Joint Administrators’ policy for charging disbursements. In the event that creditors’ meetings are not requisitioned and Creditors’ Committees are not formed, the Joint Administrators will seek the approval of the secured and preferential creditors to charge category 2 disbursements in both Birkby’s and Verve.

4.6 Payments to other professionals The Joint Administrators have engaged the following other professionals to assist them in the Administrations. They were chosen on the basis of their experience in similar assignments.

Name of firm Nature of service How contracted to be paid

GVA Grimley Valuation of chattel assets Time cost basis Walker Morris Legal advice relating to supply and

customer agreements, appointment matters and ROT

Time cost basis

Appendix A: Statutory Information

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Appendix A Statutory information

Company Information

Company Name: Verve Industries Limited Registered Office Address:

c/o Ernst & Young LLP 1 Bridgewater Place Water Lane Leeds LS11 5QR

Registered Number: 06444479 Trading Name(s): None Trading Address(es): Headlands Road

Liversedge West Yorkshire WF15 6QA

Details of the Administrators and of their appointment

Administrators: R H Kelly and C G J King

Date of Appointment: 3 April 2012

By Whom Appointed: The appointment was made by Lloyds TSB Commercial Finance Ltd

Court Reference: High Court of Justice, Chancery Division, Leeds District Registry, 518 of 2012

Any of the functions to be performed or powers exercisable by the Administrators may be carried out/exercised by either of them acting alone or by any or both of them acting severally.

Statement concerning the EC regulation

The EC Council Regulation on Insolvency Proceedings does apply to this administration and the proceedings are main proceedings. This means that this Administration is conducted according to UK insolvency legislation and is not governed by the insolvency law of any other European Union Member State.

Share Capital

Class Authorised Issued & Fully paid

Number £ Number £

Ordinary 100,000 100,000 100,000 100,000


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Directors and secretary and their shareholdings

Name

Director or Secretary

Date Appointed

Current Shareholding

Ian Parker Director 4 December 2007 51,000 Nicola Rose Director/Secretary 4 December 2007 14,000 Macartan Flanagan Director 4 December 2007 14,000 Thomas Moore Director 4 December 2007 7,000 John Child Director 4 December 2007 14,000

Company Information

Company Name: Birkby’s Plastics Limited Registered Office Address:

c/o Ernst & Young LLP 1 Bridgewater Place Water Lane Leeds LS11 5QR

Registered Number: 02486780 Trading Name(s): None Trading Address(es): Headlands Road

Liversedge West Yorkshire WF15 6QA

Details of the Administrators and of their appointment

Administrators: R H Kelly and C G J King

Date of Appointment: 3 April 2012

By Whom Appointed: The appointment was made by Lloyds TSB Commercial Finance Ltd

Court Reference: High Court of Justice, Chancery Division, Leeds District Registry, 517 of 2012

Any of the functions to be performed or powers exercisable by the Administrators may be carried out/exercised by any one of them acting alone or by any or all of them acting severally.

Statement concerning the EC regulation

The EC Council Regulation on Insolvency Proceedings does apply to this administration and the proceedings are main proceedings. This means that this Administration is conducted according to UK insolvency legislation and is not governed by the insolvency law of any other European Union Member State.

Share Capital

Class Authorised Issued & Fully paid

Number £ Number £

Ordinary 8,380,000 8,380,000 8,380,000 8,380,000


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Directors and secretary and their shareholdings

Name

Director or Secretary

Date Appointed

Current Shareholding

Ian Parker Director 11 January 2008 Nil Nicola Rose Director/Secretary 11 January 2008 Nil Macartan Flanagan Director 11 January 2008 Nil Thomas Moore Director 11 January 2008 Nil Victor Shelton Director 15 October 2010 Nil John Child Director 11 January 2008 Nil

Appendix B: Restated - Directors' Statement of Affairs

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Appendix B Restated - Directors' statement of affairs – Birkby’s

Book value (£)Estimated to realise (£)

Assets subject to fixed charge:

Machines charged to Lloyds 354,475 173,678Due to Lloyds (168,000) (168,000)Surplus/(deficit) to Lloyds 186,475 5,678

Tooling debtors 509,000 509,000Product debtors 1,249,000 1,244,000Due to LTSBCF - - Surplus/(deficit) to LTSBCF 1,758,000 1,753,000

Assets subject to floating charge:

Fixed assets not specifically charged to Lloyds 1,944,525 998,060Cash at bank 107,000 107,000Other debtors 215,000 - Product stock 1,361,000 1,361,000Tooling stock 1,379,000 1,379,000Intercompany debtor 1,057,000 -

Surplus to Lloyds (as above) 186,475 5,678 Surplus to LTSBCF (as above) 1,758,000 1,753,000

Available to preferential creditors 8,008,000 5,603,738

Preferential creditors 97,000 97,000

Net property 7,911,000 5,506,738Less: set aside for Prescribed Part 600,000 600,000Available to floating charge holders 7,311,000 4,906,738

Due to floating charge holders:Pension Scheme 10,319,000 10,319,000

Surplus/(deficit) after floating charges (3,008,000) (5,412,262)

Prescribed Part available to non-preferential creditors (as above) 600,000 600,000Due to non-preferential creditors 7,036,000 7,036,000Surplus/(deficit) to unsecured creditors (6,436,000) (6,436,000)

Shortfall to floating charge creditors (as above) (3,008,000) (5,412,262)Estimated deficiency to creditors (9,444,000) (11,848,262)

Issued and called up capital 838,000 838,000

Estimated deficiency to members (10,282,000) (12,686,262)

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Appendix C Director’s statement of Affairs

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GBP ledgerSupplier Name Address 1 Address 2 Address 3 City Country Postal Grand Total3M UNITED KING 3M HOUSE PO BOX 1 - BRACKNELL Great Britain RG12 1JU 2,297 A RAYMOND WERK LORRACH TAICHSTRASSA 57 D-79539 LORRACH Germany - 50 AAC TECHNOLOGY DENIS HOUSE MARINER LICHFIELD ROAD IND EST TAMWORTH Great Britain B79 7UL 145,728 AD BEARINGS LT UNIT 5, SOUTHFIELD MILLS TOPCLIFFE LANE MORLEY LEEDS Great Britain LS27 0HW 718 AD SERVICES 6 SPINNERS COURT BRATTON - TELFORD Great Britain TF5 0PG - ADP SAFETY SUP UNIT B10 WHITWOOD, ENTERPRISE PARK CASTLEFORD - Great Britain WF10 5PX 217 AER - STAFFORD BELLSIZE CLOSE NORTON CANES - CANNOCK Great Britain WS11 3TQ 21,948 AIREDALE SPRINGS LTD EBOR WORKS HAWORTH - KEIGHLEY Great Britain BD22 8HT 300 AIRFORCE (PNEU AIRFORCE HOUSE SPRINGWELL ROAD LEEDS Great Britain LS12 1BH - AKTRION MANUFA SUPPORT SERVICES LTD PEMBERTON HOUSE STAFFORD COURT STAFFORD PARK Great Britain TF3 3BD 196 ALAN G. NOBLE THE OLD LEATHER MILL ASHTON CLOUGH ROAD - LIVERSEDGE Great Britain WF15 6JX 4,790 ALBIS UK LTD PARKGATE LANE - - KNUTSFORD Great Britain WA16 8DX 87,920 Allen and Furn Unit 8, Cross La. Ind Estate Headlands Road - LIVERSEDGE Great Britain WF15 6PR 11,000 Altech-UK Labelling Tech Ltd Unit 2220 Central Park Western Avenue Bridgend - Great Britain CF31 3RT 2,061 ALTERNATIVE NE CHATFIELD COURT 56 CHATFIELD ROAD - LONDON Great Britain SW11 3UL 1,236 Americhem Ltd Cawdor Street Eccles - MANCHESTER Great Britain M30 0QF 1,952 ANIXTER COMPON UNIT A NIMROD WAY EAST DORSET, TRADE PARK WIMBORNE Great Britain BH21 7HY 226 ANIXTER LTD T/A ANISTER FASTENERS WATERWELLS DRIVE QUEDGELEY GLOUCESTER Great Britain GL2 2FR - ANZECK PLASTIC FLORENCE STREET - - BRADFORD Great Britain BD3 8EX 5,396 APPLIED CAE LT 6E BOUNDARY COURT WILLOW FARM BUSINESS PARK CASTLE DONNINGTON LEICESTERSHIRE Great Britain DE74 2NN - APPLIED WEIGHI UNIT 5, SOUTHVIEW PARK MARSACK STREET CAVERSHAM READING Great Britain RG4 5AF 7 ARGO-HYTOS LTD 6A, ASPEN COURT ASPEN WAY CENTURION BUSINESS PARK ROTHERHAM Great Britain S60 1FB 28,690 ARKEMA LTD 1 FOCUS PARK ASHBOURNE WAY CRANMORE BOULEVARD - SOLIHULL Great Britain B90 4QU 882 ARRK EUROPE LT NUNEATON TECHNICAL CENTRE CALDWELL ROAD NUNEATON WARWICKSHIRE Great Britain CV11 4NG 57,582 ARROW SOLUTION RAWDON ROAD MOIRA - SWADLINCOTE Great Britain DE12 6DA - Arthur Brook L Low Mill Lane Ravensthorpe Ind Estate - Dewsbury Great Britain - - ATLAS M.T.T. L UNIT 9 GRANVILLE WAY BICESTER - Great Britain OX26 4JT - ATLET FINANCE JANE MORBEY ROAD THAME - OXON Great Britain OX9 3RR 4,784 ATLET LTD JANE MORBEY ROAD THAME - OXON Great Britain OX9 3RR 1,501 ATM AUTOMATION WINCHESTER AVENUE BLABY INDUSTRIAL PARK - LEICESTER Great Britain LE8 4GZ 97 AUTO ACCESS SO THE OLD SURGERY 342 NEWSOME ROAD NEWSOME HUDDERSFIELD Great Britain HD4 6LP - AUTONEUM GREAT PO BOX 22 HECKMONDWIKE - - Great Britain WF16 0EP 25,643 AVDEL UK LTD 43 HARDWICK GRANGE WOOLSTON WARRINGTON - Great Britain WA1 4RF - Bar Code Data Ashton House Ashton-Under-Lyne r Address Report OL7 0SH 271 BARON BROS LTD 9 DARTMOUTH WAY SOUTH FORK IND PARK GARNET ROAD LEEDS Great Britain LS11 5JL 3,456 BARRETT STEEL BARRETT HOUSE CUTLER HIGH LANE DUDLEY HILL BRADFORD Great Britain BD4 9HU 574 BAUMANN SPRINGS EAST MILL LANE GB-SHERBORNE - DORSET Great Britain DT9 3DR 1,140 Bayer PES-UK/Ir Kaiser Wilhelm Allee Gebaude W1 51368 Leverkusen Germany - 198 BBN FASTNET CARR LANE ENG. SUPPLIES 1020 LEEDS ROAD - BRADFORD Great Britain BD3 8ET 40 BEAVER INTERNA BEAVER HOUSE CARLISLE ROAD - LEEDS Great Britain LS10 1LB 136 BELPAC LTD HEATH MILL ROAD WOLVERHAMPTON - - Great Britain WV5 8AP - BENNETT AND FO 12-14 JACK LANE HOLBECK - LEEDS Great Britain LS11 9NP 475 BIESTERFIELD PETROPLAS LTD 6F MILTON PARK ABINGDON OXFORDSHIRE - Great Britain OX14 4RR 697 BIFFA WASTE SE PO BOX 645 HIGH WYCOMBE - - Great Britain HP12 3WF 929 BNEL - HRS UK 2 LAUGHERNE ROAD ST JOHNS - - Great Britain WR2 5LS 5,557 BOC LTD 1087 CUSTOMER SERVICE CENTRE PO BOX 12, PRIESTLEY ROAD WORSLEY MANCHESTER Great Britain M28 2UT 261 Borough Ltd 65 Progress Road Leigh on Sea - ESSEX Great Britain SS9 5JT 42,760 BPI. PACKAGING SERVICES SULTE 5 ALBION HOUSE WEST PERCY STREET NORTH SHIELDS NEWCASTLE Great Britain NE29 ODW - BRANSON ULTRAS 158 EDINBURGH AVENUE SLOUGH - BERKSHIRE Great Britain SL1 4UE 2,842 BRITISH TELECO TELECOM HOUSE 35 LISBON STREET - LEEDS Great Britain LS1 1BA - BROSE LTD COLLIERY LANE - - EXHALL Great Britain CV7 9NW 5,265 BT GLOBAL SERV NETWORK HOUSE BRINDLEY WAY, APSLEY HEMEL HEMPSTEAD Great Britain HP3 9RR -

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BRANSON ULTRAS 158 EDINBURGH AVENUE SLOUGH - BERKSHIRE Great Britain SL1 4UE 2,842 BRITISH TELECO TELECOM HOUSE 35 LISBON STREET - LEEDS Great Britain LS1 1BA - BROSE LTD COLLIERY LANE - - EXHALL Great Britain CV7 9NW 5,265 BT GLOBAL SERV NETWORK HOUSE BRINDLEY WAY, APSLEY HEMEL HEMPSTEAD Great Britain HP3 9RR - BUCK-HICKMAN I UNIT 19 RINGWAY INDUSTRIAL CENTRE BECK ROAD HUDDERSFIELD Great Britain HD1 5DG 34,227 BUDGET RENT A UNIT8, SEVEN WAY HUNSLET TRADING ESTATE - LEEDS Great Britain LS10 1BL 445 BUNZL GREENHAM 2 LOCKWOOD WAY - - LEEDS Great Britain LS11 5TQ 101 CADTEK SYSTEM CADICK HOUSE STATION ROAD FURNESS VALE HIGH PEAK Great Britain SK23 7QA - CAGES LTD 135 HUDDERSFIELD ROAD DEWSBURY - - Great Britain WF13 2RP - CAMLINE PRODUC 4 - 6 JUBLIEE WAY IND EST SHIPLEY - - Great Britain BD18 1QG 40,758 CANNON HYGIENE MIDDLEGATE WHITE LUND IND ESTATE - MORECAMBE Great Britain LA3 3BJ - CAPE ENGINEERING UK LTD ROTHWELL ROAD - - WARWICK Great Britain CV34 5JX 966 CHEP UK LIMITE VILLAGE WAY THE VILLAGE, TRAFFORD PARK MANCHESTER - Great Britain M17 1HR - CHUBB FIRE SYS 5 CANAL PLACE ARMELY ROAD - LEEDS Great Britain LS12 2DU - CLARIANT MASTE MONREAD INDUSTRIAL ESTATE NAAS - CO. KILDARE Ireland WN4 OBZ 7,500 CLIMATEC LTD UNIT 23, THE EMPIRE CENTRE IMPERIAL WAY - WATFORD Great Britain WD24 4YH 1,073 COBA PLASTICS MARLBOROUGH DRIVE FLECKNEY - - Great Britain - 1,066 COMPLETE FIRE UNIT 15 FERRYBRIDGE WORKSPAC PONTEFRACT ROAD - Great Britain WF11 8PL 846 COMPUTERSHARE KUHLMANN HOUSE LANCASTER WAY FRADLEY PARK LICHFIELD Great Britain WS13 8SX 2,300 COPYDOC 105/107 CARLTON HILL CARLTON - NOTTINGHAM Great Britain NG4 1FP - CPL FELTHAMS CAWOOD CLOSE OFF ESTOVER ROAD - MARCH Great Britain PE15 8SF 2,880 CPL INC LTD 78 BROWNSHORE LANE ESSINGTON NEAR WOLVERHAMPTON SOUTH STAFFS Great Britain WV10 7BY 1,038 CPL PETROLEUM RIVERSIDE RERMINAL CRAGG ROAD MYTHOLMROYD HEBDEN BRIDGE Great Britain HX7 5HB 9,181 Crabtree Print Unit 7 Atlas Works Pitt Street - Keighley Great Britain BD21 4YL - CRAVEN TIMBER 36 WORMALD STREET HECKMONDWIKE - - Great Britain WF15 6BE 4,480 CTS CZECH REPU CTP PARK, OSTRAVA NA ROVINCE 872 72000 OSTRAVA - HRABOVA CZECH REPUBLIC Great Britain - - D.ELLIS SERVIC LOW FARM LIVERSEDGE r Address Report WF15 7PQ - D3 OFFICE GROU STRATSOURCE HOUSE, MALMO ROAD SUTTON FIELDS IND ESTATE KINGSTON UPON HULL Great Britain HU7 0YF 1,002 DELTA EQUIPMEN LAUREL STREET LEEDS ROAD - BRADFORD Great Britain BD3 9TP 5,867 DELTA HIRE LIM LAUREL STREET LEEDS ROAD - BRADFORD Great Britain BS3 9TP 2,040 DEMAG HAMILTON ACCENT HOUSE STOKE MANDEVILLE r Address Report HP22 5BL 172 DISTRUPOL LTD MARSTON ROAD - - WOLVERHAMPTON Great Britain WV2 4LN 3,840 D-M-E UK LTD A DIVISION OF MILACRON UKLTD UNIT 2 WILDMERE CLOSE WILDMERE INDUSTRIAL ESTATE BANBURY Great Britain OX16 3TL 122 DOUGLAS BAKER PLASTICS DOUBAK WORKS BARTON IND PARK MOUNT PLEASANT BILSTON Great Britain WV14 7LH 960 DS SMITH REPLEN MADLEAZE INDUSTRIAL ESTATE BRISTOL ROAD - - Great Britain GL1 5SG - E BUSINESS IMP RHYS HOUSE MINERVA BUSINESS PARK LYNCHWOOD PETERBOROUGH Great Britain PE2 6FT - EAGLE EUROPE L COTSWOLD INNOVATION CENTRE RISSINGTON BUSINESS PARK - GLOUCESTER Great Britain GL542QB - EASYLINK SERVI BISHOPGATE COURT 4, NORTON FOLGATE LONDON Great Britain E1 6DB 240 EBUSINESS IMP. RHYS HSE MINERVA BUSINESS PARK LYNCHWOOD PETERBOROUGH Great Britain PE2 6FT 504 EJI Solutions 8 Poppleton Court Tingley - Wakefield Great Britain WF3 1VY 643 ELECTRON TECHN 14-15 ARKWRIGHT ROAD ASTMOOR INDUSTRIAL ESTATE RUNCORN - Great Britain WA7 1NU 799 Elkington Brot 53 Baltimore Road Great Barr - Birmingham Great Britain B42 1DD 5,328 ENGEL UK LTD APOLLO WAY TATCHBROOK PARK - WARWICK Great Britain CV34 6RW - ENTERPRISE PRI ENTERPRISE WORKS LONG LANE HONLEY HOLMFIRTH Great Britain HD9 6ED - ENVIROCARE TEC ST BLAISE HOUSE VAUGHAN STREET - BRADFORD Great Britain BD1 2LL - E-ON ENERGY EL INCOME ACCT P O BOX 7687 - NOTTINGHAM Great Britain NG15 OWP 9,876 ExxonMobil Che Unit 1 Harcourt Way Meridian Business Park - Leicester Great Britain LE19 1WP 2,115 FARNELL INONE CANAL ROAD - LEEDS Great Britain LS12 2TU - FAST HEAT INTL UNIT 7 ALDER CLOSE EASTBOURNE EAST SUSSEX Great Britain BN23 6QF 2,303

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FESTO LIMITED AUTOMATION HOUESE HARVEST CRESCENT ANCELLS BUSINESS PARK HANTS Great Britain GU13 8XP 523 FINISHING DESI UNIT 2, THE OLD FOUNDRY BROW MILLS IND EST HALIFAX Great Britain HX3 8BZ 201 FISHMAN THERMO TECHNOLOGIES BAR-LEV INDUSTRIAL PARK MISGAV POST POSTAL CODE 20156 - ISRAEL - 353 FIVE STAR PACKAGING UNIT 1 GROVE MILLS - ELLAND Great Britain HX5 9DZ 296 FOIL CO LTD ENTERPRISE WAY LAWTON - - Great Britain WA3 2BP - Freecom.net GB Castlemill Burnt Tree - TIPTON Great Britain DY4 7UF - FROGSON WASTE 20-25 DOUGLAS ROAD PARKWOOD SPRINGS - SHEFFIELD Great Britain S3 9SA - FUJICHEM SONNE 91-95 PERGRINE ROAD HAINHAULT ILFORD ESSEX Great Britain IG6 3XH 1,512 GAP PERSONNEL GAP PERSONNEL HOUSE UNIT K2, YALE BUS VILLAGE WREXHAM TECHNOLOGY PARK ELLICE WAY Great Britain LL13 7YL 64,611 GARY DUNCAN ME UNIT 12,GUNDRYMOR TRD EST THREE CROSS ROAD WEST MOORS, WIMBORNE Great Britain BH21 6US - GE CAPITAL EQU 2630 THE QUANDRANT AZTEC WEST - BRISTOL Great Britain BS32 4GQ 720 GECO UK LTD UNIT 3,DOMINION PARK IND EST DENHOLME GATE ROAD HIPPERHOLME HALIFAX Great Britain HX3 8JG 624 GECO, LDA 2405-032 MACEIRA-LRA - TELHEIRO Portugal - - GEIGER HANDLIN 11 ARLINGTON COURT SILVERDALE ENTERPRISE CENTRE SILVERDALE NEWCASTLE UNDER LYME Great Britain ST5 6SS 572 GENERAL SEMICONDUCTOR INDUSTRIES LIMITED UNIT 12, MAYFIELD AVENUE INDUSTRIAL ESTATE, WEYHILL ANDOVER Great Britain SP11 8HU 5,910 Gesipa Blind R Dalton Lane - - Keighley Great Britain BD21 4JU - GOBEL & PARTNE 54 WHARF APPROACH ANCHOR BROOK BUSINESS PARK ALDRIDGE WALSALL Great Britain WS9 8BX - GRANADA MATER SHERWOOD PARK QUEENSWAY - ROCHDALE Great Britain OL11 2NU 5,601 GRAVUTEX LTD PEAKDALE ROAD BROCKFIELD IND.EST. - GLOSSOP Great Britain SK13 9LQ 2,604 GSM INDUSTRIAL WHITNEY DIVISION AVENUE ONE STATION LANE INDUSTRIAL EST. WITNEY OXON Great Britain OX28 4BZ 93,366 GSM PRIMOGRAPH FFRWDGRECH INDUSTRIAL ESTATE BRECON - - Great Britain LD3 8LA 1,358 GT DIECASTINGS LTD PILGRIMS WAY BEDE INDUSTRIAL ESTATE - JARROW Great Britain NE32 3EW 163 HALES TOOL & D UNIT 14, HEYBRIDGE HOUSE IND. ESTATE THE CAUSEWAY, MALDON ESSEX Great Britain CM9 4XL - HAMLIN ELECTRONICS SAWMILLS ROAD DISS - NORFOLK Great Britain IP22 4NX - Hanson Logisti 7 Ashgrove Road - - Huddersfield Great Britain HD2 1FQ 8,490 HARRISON SILVE UNIT1, TRASO BUSINESS PARK CALLYWHITE LANE DRONFIELD SHEFFIELD Great Britain S18 2XR 6,998 HEALDS HALL HO LEEDS ROAD - - LIVERSEDGE Great Britain WF15 6JA 377 HIGHCROSS DESI UNIT 3 & 4, BUILDING 7 TAMEIDE BUSINESS PARK WINDMILL LANE DENTON Great Britain M34 3QS 13,028 HI-TECH BUSINE PENNINE BUSINESS PARK 14 LONG BOW CLOSE BRADLEY ROAD, BRADLEY HUDDERSFIELD Great Britain HD2 1GN - HMR EUROPE LTD SNAPE HOUSE HIMBLETON DROITWICH - Great Britain - 60 HOLMES, MANN & COMPANY LTD HOLMAN HOUSE HARRIS STREET - BRADFORD Great Britain BD1 5HZ - HONDA TRADING 1st FLOOR MULBERRY KEMBREY PARK SWINDON Great Britain SN2 8UY 506,127 HONG KONG & CH 11-13 GRETTON HOUSE WATERSIDE COURT THIRD AVENUE BURTON ON TRENT Great Britain DE14 2WQ 1,128 Hong Kong Jian Mould Company Ltd, Unit B 1st Floor,Building D Shifeng Technical Park, HuangMaBu XixiangbaoanShenzhen China - 54,235 HOTSET UK LTD UNIT 1, PENALLTA IND EST YSTRAD MYNACH MID GLAMORGAN - Great Britain CF82 7QZ 1,689 HOWARD SMITH P SOVEREIGN HOUSE NEPSHAW LANE SOUTH GILDERSOME LEEDS Great Britain - 810 HPC (PEST CONT 12 HALL CLOSE DRONFIELD WOODHOUSE DRONFIELD - Great Britain S18 8ZA 791 HSG (PACKING C PO BOX 592 LONG ROW NEW WORKS ROAD, LOW MOOR BRADFORD Great Britain BD12 0RT 44,007 HYDRACARE LIMI 70 PARKWAY DRIVE QUEENS PARK BOURNEMOUTH - Great Britain BH8 9JR - I.M.P. (UK) LT UNIT 7 HARBY ROAD LANGAR - Great Britain NG13 9HY - ICR OCM House St Peters Road Droitwich - Great Britain WR9 7BJ - ICS COOL ENERGY LTD ICS HOUSE STEPHENSON ROAD CALMORE IND ESTATE TOTTON Great Britain SO40 3RY 749 INENCO GROUP VULCAN HOUSE ORCHARD ROAD LYTHAM ST ANNES Great Britain FY8 1ZZ 5,053 ITW DELFAST UNIT 12 BILTON ROAD KINGSLAND INDUSTRIAL PARK BASINGSTOKE Great Britain RG24 8NJ 5,975 J.W. CROWTHER 11 BRADFORD ROAD GILDERSOME - LEEDS Great Britain LS27 7HW 349 JOHN GIBSON PLASTICS LTD 1 KINGSLAND GRANGE WOOLSTON - WARRINGTON Great Britain WA1 4RA 164 JOHNSONS APPAR MIDWAY ROAD BOOTLE - LIVERPOOL Great Britain L20 5EW - JRS INJECTION UNIT 11, HEATON WORKS Bradford Road - BRIGHOUSE Great Britain HD6 4BW - Junction 4 Pal West Moor Farm Armthorpe - DONCASTER Great Britain DN3 3EA 6,153 KIRKLEES MC BUSINESS RATES REVENUES & BENEFITS SERVICE CIVIC CENTRE 1 HUDDERSFIELD Great Britain HD1 2NF -

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KITE ENVIRONME 186 TORRINGTON AVENUE TILE HILL - COVENTRY Great Britain CV4 9AJ - KITE PACKAGING Unit 3 Foremost Ind Estate Grangemill Lane - Sheffield Great Britain S9 1HW 22,667 KRAIBURG TPE G c/o ABBEY POLYMERS LTD BIC, STAFFORDSHIRE TECH PARK BEACONSIDE - Great Britain ST18 0AR 59,407 KRAUSS MAFFEI EUROPA BOULEVARD GEMINI BUSINESS PARK - WARRINGTON Great Britain WA5 7TR 1,094 KUKA AUTOMATION & ROBOT GREAT WESTERN STREET WEDNESBURY - - Great Britain WS10 7LL 108 LAWSONKEYS LTD FIJI HOUSE 5 THE COURTYARD HARRIS BUSINESS PARK HANBURY ROAD Great Britain B60 4DJ - LENZKES CLAMPI UNIVERSAL HOUSE FAIRFIELD PARK MANVERS WATH UPON DEARNE Great Britain S63 5DB - LINX PRINTING BURREL RD - - ST IVES Great Britain PE27 3LA 145 LJA MIERS & CO HAWKESDEN ROAD ST NEOTS - HUNTINGDON Great Britain PE19 1QS 454 LONSDALE PRECISION ENG QUARRY ROAD OFF WESTGATE - CLECKHEATON Great Britain BD19 5HP 9,953 LUXUS LTD BELVOIR WAY FAIRFIELD IND.ESTATE - LOUTH Great Britain LN11 0LQ 27,277 MAGAL AWT LIMI HEADLEY ROAD EAST WOODLEY - READING Great Britain RG5 4SN 9,865 Mann & Hummel (UK) Ltd Hilton Cross Business Park Cannock Road Featherstone Wolverhampton Great Britain WV10 7QZ 130 MANOR COATING OTLEY ROAD SHIPLEY - BRADFORD Great Britain BD17 7DP 515 MASTERFLOW UK 6A MARKET PLACE - - OSSETT Great Britain WF5 8BQ - METAL SUPERMAR OVERLAND TRADING ESTATE GELDERD ROAD - LEEDS Great Britain LS1 7JN 1,518 MF HIRE LTD HOWLEY PARK ROAD EAST MORLEY - LEEDS Great Britain LS27 OSW 2,387 MI TECHNOLOGY ASTON WAY LEYLAND - PRESTON Great Britain PR26 7TZ 15,065 MILTON KEYNES 43A BARTON ROAD BLETCHLEY MILTON KEYNES - Great Britain MK2 3EF 5,688 MIRACLE DYNAMI 2 WELLINGTON PLACE LEEDS r Address Report LS1 4HZ - MISCO DARBY CLOSE PARK FARM SOUTH WELLINGBOROUGH NORTHANTS Great Britain NN8 6XH 407 MISCO 2 CARTSDYKE AVENUE GREENOCK - INVERCLYDE Great Britain PA15 1DT - MITHCHELL MOUL UNIT 3 BROW MILSS IND.EST. HIPPERHOLME HALIFAX Great Britain HX3 8DD 3,060 MOLD MASTERS U UNIT 28 THE GATEWAY BIRMINGHAM AIRPORT BIRMINGHAM Great Britain B26 3QD - MOLERODA FINIS UNIT 5 WHADDON BUSINESS PARK WHADDON - SALISBURY Great Britain SP5 3HF - Moliporex PO Box 199, Estrada De Leiria 212 - Embra Portugal 2431-967 2,244 MOSS PLASTIC L LANGFORD LANE KIDLINGTON - OXON Great Britain OX5 1HX 922 MOULDSHOP UNIT 1, STEPHENSON CLOSE DRAYTON FIELDS DAVENTRY - Great Britain NN11 8RF - MSC INDUSTRIAL 7 PACIFIC AVENUE - - WEDNESBURY Great Britain WS10 7WP 100 N & J FABS LTD UNIT 8 BROOKSIDE WORKS BRICK STREET CLECKHEATION Great Britain BD19 5LD - NALCO LTD P O BOX 11 WINNINGTON AVENUE - NOTHWICH Great Britain CW8 4DX 254 NB ELECTRICAL 29 BANKFOOT PLACE BRADFORD ROAD - BATLEY Great Britain WF17 5LQ 3,635 NIFCO UK LTD DURHAM LANE EAGLESCLIFFE - - Great Britain TS16 0PS 9,503 NIPPON EXPRESS (UK) LTD HEATHROW 360 2 MILINGTON ROAD HAYES - Great Britain UB3 4AZ 63 NITTO DENKO UK SUNRISE BUILDING CROWN FARM IND PARK FOREST TOWN MANSFIELD Great Britain NG19 0FT 4,661 ODDY HYDRAULIC UNIT 3C OLYMPIA INDUSTRIAL ESTATE GELDERD LANE LEEDS Great Britain LS12 6AL - OLDROYD MAINTE OLDROYD HOUSE PROSPECT ROAD OSSETT WAKEFIELD Great Britain WF5 8AE - OLYMPIC COMPAC P.O. BOX 74 UXBRIDGE - Great Britain UB10 8PX - P. SEWELL COMPASS EXECUTIVE TRAVEL 541 HALIFAX ROAD HIGHTOWN LIVERSEDGE Great Britain WF15 8HL - PALAGAN LTD TAVISTOCK STREET - - DUNSTABLE Great Britain LU6 1NE 1,068 PBE MARKING SY 70 CARDIFF ROAD - r Address Report RG1 8ES 2,883 PC MOULDING & 110 HEALDS ROAD DEWSBURY - - Great Britain WF13 4HT - PEAK TOOLMAKER SMECKLEY WOOD CLOSE CHESTERFIELD TRADING ESTATE - CHESTERFIELD Great Britain S41 9PZ - Performance Ma Blaenant Ind Estate Brynmawr - GWENT Great Britain NP23 4BX 3,984 PETERSON SPRIN UNIT21 TRESCOTT ROAD - - REDDITCH Great Britain B98B7AH 575 PIOLAX LTD SHORTEN BROOK DRIVE ALTHAM BUSINESS PARK ALTHAM ACCRINGTON Great Britain BB5 5YH 30,263 PLASTIC TECHNOLOGY SERVICE FLAMSTONE STREET BISHOPSTONE - SALSBURY Great Britain SP5 4BZ - POPPERS SENCO 630 EUROPA BOULEVARD GEMINI BUSINESS PARK - WARRINGTON Great Britain WA5 7YH 114 POSITIVE ID LA COFTEN HOUSE TRENT LANE KINGS NEWTON - Great Britain DE73 8BT 1,099 PRITEX LTD STATION MILLS WELLINGTON TAUNTON SOMERSET Great Britain TA21 8NN 28,271

Ernst & Young 33

PROFESSIONAL R HOWLEY PARK ROAD EAST MORLEY - LEEDS Great Britain LS27 0QR 2,399 PROMOLD INTERN 45 MALTHOUSE LANE - - KENILWORTH Great Britain CV8 1AD 33- PROVISO SYSTE EVERTON ROAD MATTERSEY - DONCASTER Great Britain DN10 5DS 956 PSM INTERNATIO UNIT 14 BARTON IND PARK ETURIA LANE MOUNT PLEASEANT, BILSTON WOLVERHAMPTON Great Britain WV14 7LH 180 PUDSEY TRANSPO HOWLEY PARK ROAD MORLEY - LEEDS Great Britain LS27 0BN - PUMPTEC LTD C2 LOTHERTOM BUSINESS PARK LOTHERTON WAY GARFORTH LEEDS Great Britain LS25 2HP - QUALITY ELECTR AND TECHNOLOGY LTD VICTORIA HOUSE ACCRINGTON ROAD BURNLEY Great Britain BB11 5EF 5,968 QUALPLAST (199 OLD WALSALL ROAD GREAT BARR - BIRMINGHAM Great Britain B42 1EA 5,609 REFLEX LABELS ENTERPRISE WAY SHERBURN IN ELMET - LEEDS Great Britain LS25 6NA 2,441 REGAIN POLYMER NEWTON LANE ALLERTON BYWATER - CASTLEFORD Great Britain WF10 2AL - REGAIN POLYMER NEWTON LANE ALLERTON BYWATER - CASTLEFORD Great Britain WF10 2AL - RELIEF LOGISTI ADCOCK BANK FARM 4 TROYDALE LANE PUDSEY LEEDS Great Britain LS28 9JU 8,280 RENISHAW PLC NEW MILLS WOTTON-UNDER-EDGE - GLOUCESTER Great Britain GL12 8JR 2,839 RES ENGINEERIN UNIT J ROYDS MILL BUSINESS PARK DYEHOUSE LANE BRIGHOUSE Great Britain HD6 1LL - RESINEX UK LTD 11 THE VALLEY CENTRE - - HIGH WYCOMBE Great Britain HP13 6EQ 37,049 RESOURCE (UK) INNOVATION HOUSE TEMPLE POINT BUSINESS PARK BULLERTHORPE LANE COLTON, LEEDS Great Britain LS15 9JL - RGH Rubber & P Acorn House Oak Industrial Park Chelmsford Road Great Dunmow Great Britain CM6 1XN 28,709 RH Freight Ser (Leeds division) 79A Leeds Container base Valley Farm Way, Stourton Leeds Great Britain LS10 1SE 404 ROTOR TECHNICAL SERVICES NEW WORKS ROAD LOW MOOR - BRADFORD Great Britain BD12 0QP 2,168 RS COMPONENTS PO BOX 888 - - CORBY Great Britain NN17 1UB 1,386 RUBBERLAST GRO UNIT12 GELDERD TRAD EST BROWN LANE WEST LEEDS Great Britain LS12 6BD 3,553 SAATI S.P.A. SOCIO UNICO VIA MILANO 14-22070 APPIANO GENTILE(CO) - Italy - - SAFETY KLEEN U PROFILE WEST 950 GREAT WEST ROAD - BRENTWOOD Great Britain TW8 9EJ - SAGE SOFTWARE SAGE HOUSE BENTON PARK ROAD - NEWCASTLE Great Britain NE7 7LZ - SAI Automotive Common Lane Fradley Park - Lichfield Great Britain WS13 8NQ 11,052 SANKO GOSEI UK 15/17 SEDDON PLACE STANLEY INDUSTRIAL ESTATE SKELMERSDALE - Great Britain WN8 8EB - SCA FOAM PRODU MERRINGTON LANE IND ESTATE SPENNYMOOR COUNTY DURHAM - Great Britain DL16 7XL 1,768 SERVATECH COMP CHAPELTHORPE HALL CHURCH LANE CHAPELTHORPE WAKEFIELD Great Britain WF4 3JB 2,638 Servo Ltd TA I ICM House Oakwell Way Oakwell Park Birstall Great Britain WF17 9LU 1,646 SESSIONS OF YORK THE EBOR PRESS HUNTINGTON ROAD - YORK Great Britain YO31 9HS - SHELL GAS DIRE 1 - 3 THE STRAND - - LONDON Great Britain WC2N 5EJ 22,851 SILVERGATE PLA UNIT 53 CLYWEDOG ROAD SOUTH WREXHAM INDUSTRIAL ESTATE WREXHAM Great Britain LL13 9XS 913 SJG LANDSCAPES 18 COTSWOLD DRIVE - - LIVERSEDGE Great Britain WF15 8EG - SLINGTAK HOISTS LTD QUARRY ROAD WESTGATE - CLECKHEATON Great Britain BD19 5HP 15 SMURFIT KAPPA LEEDS - OCCUPATION LANE PUDSEY LEEDS Great Britain LS28 8HL 469 SPEN BEARING 129 WESTGATE - - CLECKHEATON Great Britain BD19 5EJ - SPRINGMASTER L ARTHUR STREET LAKESIDE - REDDITCH Great Britain B98 8LF 1,296 STANDEX INTERN UNIT 6, CROMWELL TRADING EST OFF CROMWELL ROAD BREDBURY STOCKPORT Great Britain SK6 2RF - STAP a.s. c.p. 103 407 80 VILEMOV u SLUKNOVA - - Czech Republic - 11,535 STERTIL UK LTD STERIL HOUSE, UNIT A BRACKMILLS BUSINESS PARK CASWELL ROAD NORTHAMPTON Great Britain NN4 7PW - STOCKTON ENGIN 84 BARFORD STREET DIGBETH - BIRMINGHAM Great Britain B5 6AH 9,437 STRAPEX UK LTD UNIT 50 EMPIRE INDUSTRIAL PARK ALDRIDGE WALSALL Great Britain WS9 8UQ 2,293 SUBCON LASER C BERMUDA ROAD NUNEATON - - Great Britain - 3,112 SUMMIT PATTERN PAPER MILL END OFF ALDRIDGE ROAD GREAT BARR BIRMINGHAM Great Britain B44 8NH 19,920 SUPREME QUALIT 24 PURSLANE DRIVE BICESTER - - Great Britain OX26 3EF - T H PLASTICS REAPS FARM TORSIDE - - Great Britain SK13 1JF 576 TAV LTD UNIT A THURSTON WAY NORTH ALLERTON BUS PARK NORTH ALLERTON Great Britain DL6 2NA 8,566 TECHNI-PRINT DECORATING SYST DECORATING SYSTEMS 27 ASHLEY AVENUE HIGH WYCOMBE - Great Britain HP10 8BQ 77 TF AUTOMATION HILLIAM ROAD CANAL ROAD - BRADFORD Great Britain BD2 1QN 1,293 TFC PLC Hale House Ghyll Industrial Estate Heathfield Sussex Great Britain TN21 8AW 1,495

Ernst & Young 34

THE BARCODE WA TELFORD DRIVE NEWARK - - Great Britain NG24 2DX - TNT EXPRESS P.O. BOX 4 RAMSBOTTOM BURY - Great Britain BL8 9AR 23 TNT UK LIMITED P.O. BOX 4 RAMSBOTTOM - BURY Great Britain BLO 9AR 1,486 TOKAI CARBON EUROPE ROWAY LANE OLDBURY - WARLEY Great Britain B69 3EJ 17 TOSHIBA MACHINE (EUROPE) G.M.B.H. UK BRANCH 60 BURNERS LANE KILN FARM, MILTON KEYNES Great Britain MK11 3HD 471 TR- FASTENINGS UNIT N, NORTH STAGE BROADWAY SALFORD QUAYS MANCHESTER Great Britain M50 2UE 1,932 TRAGHETTO LTD OLD SCHOOL HOUSE GREEN STREET GREEN ROAD DARTFORD Great Britain DA2 8DP 150- TRELLEBORG SEALING SOLUTIONS ASHCHURTH - - TEWKESBURY Great Britain GL20 8JS - TRIPAK LTD EUROPA HOUSE STONEYGATE LANE FELLING GATESHEAD Great Britain NE10 0LX 2,651 TRU-CAL METROL UNIT 1 GORTON IND ESTATE FROXMER STREET GORTON - Great Britain M18 8EF 1,134 TUNGATE GROUP BROOKHOUSE WAY CHEADLE - STOKE ON TRENT Great Britain ST10 1SR 480 UK FIREWATCH L 10 APOLLO COURT KOPPERS WAY MONKTON BUSINESS PARK SOUTH HEBBURN Great Britain NE31 2ES - ULTRAPOLYMERS BEECH FARM LYMM ROAD THELWALL WARRINGTON Great Britain WA4 2TG 26,549 UNIVER SERVICE STATION ROAD - - BRADFORD Great Britain BD1 4SF 352 VERVE INDUSTRI HEADLANDS ROAD LIVERSEDGE - - Great Britain WF15 6QA 125,517 VODAFONE BUSIN BRUNEL PARK BRUNEL DRIVE NEWARK NOTTINGHAMSHIRE Great Britain NG24 2EG - VWR INTERNATIO HUNTER BOULEVARD MAGNA PARK LUTTERWORTH - Great Britain LE17 4XN 106 W.B LEE & CO L COTSWOLD AVENUE CHADDERTON - OLDHAM Great Britain OL9 8PJ 744 WABASH 5 FARADAY PARK UNIT 125 DORCAN SWINDON Great Britain SN3 5JF - West Yorkshire 1 Ash Terrace Whitcliffe Cleckheaton - Great Britain BD19 3DB - WILDE ANALYSIS BRINDLEY LODGE ADCROFT STREET STOCKPORT - Great Britain SK1 3HS - WILLIAM HUGHES STATION ROAD STALBRDIGE - - Great Britain DT10 2RZ 355 WR PRESSINGS L ELLAND ROAD BROOKFOOT BRIGHOUSE - Great Britain HD6 2RN - WRIGHT PLASTIC FERNIE ROAD MARKET HARBOROUGH - - Great Britain LE16 7PH - WYKE PLASTICS HEATON WORKS BRADFORD ROAD BRIGHOUSE - Great Britain HD6 4BW - WYVERN MOULDIN THOMAS HOUSE BEAUMONT HOUSE BANBURY - Great Britain OX16 1RJ 137,734 YORKSHIRE WATE P O Box 52 - - BRADFORD Great Britain BD3 7YD - YOUNG BLACK I. THISTLE HOUSE RADWAY ROAD BRITANNIA BUSINESS PARK - Great Britain SN3 4ND 1,170 YUDO UK LTD 3 CROPPER ROW HAIGH INDUSTRIAL ESTATE ALTON ROAD ROSS ON WYE Great Britain HR9 5LA -

EUR ledgerSupplier Name Address 1 Address 2 Address 3 City Country Postal Grand TotalMOLIPOREX SA ESTRADA DE LEIRIA 212 EMBRA - MARINHA GRANADE Portugal 2430-967 1,033,026 SABIC INNOVATI CUSTOMER SERVICE AUTOMOTIVE LD BUILDING - 1st FLOOR PLASTICSLAAN 1, NL-4612 PX BERGEN OP ZOOM Netherlands - 197,512 Basell Sales & Mkting Co BV GROOT HANDELSGEBOUW WEENA 737 3013 AM ROTTERDAM - Netherlands - 79,527 STYROLUTION KOLN GMBH ALTE STRASSE 201 50769 KOLN - - Germany - 168,760 Hong Kong & China Mould Ltd 11-13 Gretton House Burton on trent r Address Report DE14 2WQ 153,101 AAC TECHNOLOGY LTD 101 LIGHTCLIFFE ROAD BRIGHOUSE - - Great Britain HD6 2HJ 28,635 BASF SE Carl-Bosch-Strabe 39 E-KTE/VN - F204 67056 Ludwigshafen - Germany - 49,270 NEXEO SOLUTION LTD, UNIT 6, SWANWICK COURT ALFRETON DERBYSHIRE Great Britain DE55 7AS - ELKINGTON BROTHERS LTD 53 BALTIMORE ROAD GREAT BARR - BIRMINGHAM Great Britain B42 1DD 69,451 A RAYMOND WERK LORRACH TEICHSTRASSE 57 D-79539 LORRACH Germany - 15,903 AKUMSAN PLASTIK AS ATATURK CADDESI NO: 19 KIRAC BUYUKCEKMECE 34522 - TURKEY - 4,787 Distrim2-Indus Invesigacao eDesenvolvimento Edificio Vangest,Estrada De Leiria no:210, PO Box199 2431-967MarinhaGrand Portugal - 38,178- NITTO DENKO UK LTD SUNRISE BUILDING CROWN FARM WAY FOREST TOWN MANSFIELD Great Britain NG19 0FT 13,084 MPE VIA SANTA LUCIE 100 MATHI - - Italy 10,074.00 - NAISH FELTS LT CROW LANE WILTON - - Great Britain SP2 0HD 8,661 TOYOTA TSUSHO UK LTD POND END 2 WILLOW FARM BUS PARK CASTLE DONINGTON - Great Britain DE74 2UB 6,473 3M UK PLC 3M AUTOMOTIVE CUSTOMER SERVICE & LOGISTICS TEAM RATCLIFFE ROAD ATHERSTONE Great Britain CV9 1PL 7,043 TREVES UK FARNHAM LANE FARNHAM - KNARESBOROUGH Great Britain HA5 9IR 4,040 I.M.P. (UK) LIMITED UNIT 7 HARBY ROAD LANGAR - Great Britain NG13 9HY 6,728

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SCHLEGEL AUTOMOTIVE EUROPE EUROPE LIMITED COALVILLE r Address Report LE67 1TA 3,002 LISI AUTOMOTIVE RAPID 1 RUE DE PONTOISE - r Address Report - 3,518 ATTAX ASSEMBLY SYSTEMS 6 RUE DES ENTREPRENEURS 78420 CARRIERES SUR SEINE 21 DES, AMANDIERS - France - - STORK PLASTIC MACHINERY P O BOX 195 7550 AD OV HENGELO Netherlands - 1,846 TECHNO-POLYMER OSEMUNDSTR. 13 58809 - NEUENRADE - - Germany - - WYVERN MOULDIN UNIT 6, BRITANNIA BUS PARK BRITANNIA WAY ENIGMA BUSINESS PARK MALVERN Great Britain WR14 1GZ 965 Acument La Bri Route du lac 73520 La Bridoire - France France - 940 GECO UK LTD UNIT 3,DOMINION PARK IND.EST DENHOLME GATE ROAD HIPPERHOLME HALIFAX Great Britain HX3 8JG - REGAIN POLYMER NEWTON LANE ALLERTON BYWATER CASTLEFORD - Great Britain WF10 2AL - SONDERHOFF GMBH RICHARD-BYRD-STRASSE D-50829 - KOLN Germany - - Raymond Werk Lorrach 57.00 D-79539 TEICH STRASSE Germany - - BASELL UK LIMITED KINGSFIELD COURT CHESTER BUINESS PARK - CHESTER Great Britain CH4 9RE - BASELL SALES & BSM (BV) POSTBUS 625 2130 AP HOOFDDORP - Netherlands - - CALIGEN FOAM L BROAD OAK - - ACCRINGTON Great Britain BB5 2BS - INTERFLEX LTD UNIT 10 HARBY ROAD LANGAR - Great Britain NG13 9HY - JANESVILLE PRO SPRING GARDENS MILL - - COLNE Great Britain BB8 8EL - MITSUI CHEMICALS EUROPE GMBH OSTSTRASSE 10 40,211.00 - DUSSELDORF Germany - - REMPLOY AUTOMO GORDON BANKS DRIVE TRENTHAM LAKES - - Great Britain ST4 4TJ - AER - STAFFORD BELLSIZE CLOSE NORTON CANES CANNOCK - Great Britain WS11 3TQ - SABIC INNOVATI 100 BARBIROLLI SQUARE - - - Great Britain M2 3AB - WEPPLER FILTER ZIMMERSUHLENWEG 61,440.00 - OBERURSEL Germany - - STYROLUTION (EX-BASF) FFM-ERLENSTRASSE 2 60325 FRANKFURT - - Germany - -

USD ledgerSupplier Name Address 1 Address 2 Address 3 City Country Postal Grand TotalPARKER HANNIFI SUITE C 14425 BERGEN BOULEVARD NOBLESVILLE, IN 46060 - USA - 10,867 HI-STAT MANUFA 345 SOUTH MILL STREET LEXINGTON OH 44904 - USA - -

GBP tooling ledgerSupplier Name Address 1 Address 2 Address 3 City Country Postal Grand TotalLONSDALE PRECISION ENG QUARRY ROAD OFF WESTGATE - CLECKHEATON Great Britain BD19 5HP 10,188.00HONG KONG & CH 11-13 GRETTON HOUSE WATERSIDE COURT THIRD AVENUE BURTON ON TRENT Great Britain DE14 2WQ 9,264.00PEAK TOOLMAKER SMECKLEY WOOD CLOSE CHESTERFIELD TRADING ESTATE - CHESTERFIELD Great Britain S41 9PZ 112,000.00PHASA LTD 10 VICTORIA WAY NEWMARKET Great Britain CB8 7SH 21,359.52

EUR tooling ledgerSupplier Name Address 1 Address 2 Address 3 City Country Postal Grand TotalMOLIPOREX SA ESTRADA DE LEIRIA 212 EMBRA - MARINHA GRANADE Portugal 2430-967 244,369.25

Ernst & Young 36

Appendix D Statement of administrators' charging policy for remuneration and disbursements pursuant to Statement of Insolvency Practice No. 9

Charging and disbursement policy

Administrator’s charging policy for remuneration

The Administrators have engaged managers and other staff to work on the Administration. The work required is delegated to the most appropriate level of staff taking account of the nature of the work and the individual’s experience. Additional assistance is provided by accounting and treasury executives dealing with the company’s bank accounts and statutory compliance diaries. Work carried out by all staff is subject to the overall supervision of the Administrators.

All time spent by staff working directly on case-related matters is charged to a time code established for the case. Time is charged in units of six minutes. Each member of staff has a specific hourly rate, which is subject to change over time. The average hourly rate for each category of staff over the period is shown below, as are the current hourly rates used. The current hourly rates are higher than the average rates, since hourly rates have increased over the period covered by this fee request.

Verve Industries Limited

Hours PartnerExecutive

DirectorAssistant Director

Senior Executive Executive Analyst Support Intern Total

Accounting and Administration - - - - - - 0.5 - 0.5 Employee Matters - - - 7.2 - - - - 7.2 Statutory duties - 0.7 - 2.0 3.0 5.7 VAT & Taxation - - - - - 0.6 - - 0.6

Total Hours - 0.7 - 7.2 2.0 3.6 0.5 - 14.0

Time Costs (£) 0 364 0 2,196 440 569 55 0 3,624

Average Hourly Rate (£) 0 520 0 305 220 158 110 0 259

Summary of time spent and charge-out rates to 11 May 2012

Staff Grade

Ernst & Young 37

Birkby’s Plastics Limited

Time spent in relation to trading activities

Time spent in relation to non-trading activities




Trading - cash & accounting 7.5 9.5 12.5 135.9 55.0 37.5 236.6 - 494.5 Trading - customers 7.0 18.0 73.0 65.0 192.5 91.5 - - 447.0 Trading - Employee matters - 3.5 22.5 2.0 126.5 - - - 154.5 Trading - HBPO exit - 16.5 - 4.0 - 10.8 - 8.0 39.3 Trading - Honda 14.0 1.5 70.5 9.0 56.0 6.0 - - 157.0 Trading - JLR 9.0 1.5 54.5 18.5 6.0 164.0 - - 253.5 Trading - suppliers 3.0 5.5 32.5 77.2 343.0 110.0 1.0 109.0 681.2 Trading - Toyota exit 11.0 12.5 10.0 93.0 - - - - 126.5 Trading - Treves exit 3.0 8.5 - 8.0 18.5 1.5 - 6.5 46.0 Trading - 10.0 - - 42.0 4.5 - 15.5 72.0

Total Hours 54.5 87.0 275.5 412.6 839.5 425.8 237.6 139.0 2,471.5

Time Costs (£) 29,703 45,240 107,445 125,843 183,165 54,270 26,136 12,510 584,312


Staff Grade





Accounting and Administration - 5.0 - - 2.4 8.5 36.3 23.5 75.7 Bank & Statutory Reporting 2.0 3.5 - 5.5 17.5 - - - 28.5 Creditors 0.5 - - - 41.0 5.0 - - 46.5 Debtors - 1.5 - 5.5 3.0 - - - 10.0 Employee Matters - - 22.5 - 2.5 1.2 - - 26.2 General - - - 11.0 - - - - 11.0 Immediate Tasks - - - 16.0 - 8.9 - - 24.9 Other Assets 1.5 1.0 - 34.9 3.0 9.0 - - 49.4 Other Matters 5.0 - - 23.8 30.5 - - - 59.3 Property 2.0 1.5 - - - - - - 3.5 Retention of Title 4.5 3.0 1.0 20.5 81.1 120.6 - - 230.7 Statutory Duties 3.0 0.8 - - 31.0 6.0 - - 40.8 VAT & Taxation - - 0.6 - 4.0 0.6 5.5 - 10.7

Total Hours 18.5 16.3 24.1 117.2 216.0 159.8 41.8 23.5 617.2

Time Costs (£) 10,083 8,476 9,528 35,746 47,670 22,979 4,597 2,115 141,193



Staff Grade

Charge out rates at 1 July 2011

Grade Charge out ratePartner 545Executive Director 520Director 445Assistant Director 390Senior Executive 305Executive 2203rd Year Analyst 1752nd Year Analyst 1351st Year Analyst 125Cashier/Support Staff 110

Ernst & Young 38

Administrators’ charging policy for disbursements

Statement of Insolvency Practice No. 9 divides disbursements into two categories.

Category 1 disbursements are defined as specific expenditure relating to the administration of the insolvent’s affairs and referable to payment to an independent third party. Such disbursements can be paid from the insolvent’s assets without approval from the Creditors’ Committee or the general body of creditors. In line with Statement of Insolvency Practice No. 9, it is our policy to disclose Category 1 disbursements drawn but not to seek approval for their payment. We are prepared to provide such additional information as may reasonably be required to support the disbursements drawn. It is our policy, in line with the Statement, to seek approval for Category 2 disbursements before they are drawn.

To date, the following Category 1 disbursements have been incurred.

Birkby’s Plastics Limited

To date, the following Category 2 expenses have been incurred. It is proposed that Joint Administrators be permitted to draw these expenses.

Nature of expense Amount - £ Basis of charge

Mileage 2,272.90 Mileage is charged at rates between 15p and 45p per mile


No category 1 or 2 disbursements have been incurred to date.

Description £Accommodation 3,730.82Travel costs 933.42Meals 809.87Rental car 198.70Parking 177.51Stationery 69.14

5,919.46

Appendix E: Administrators' Receipts and Payments Account for the Period from 3 April 2012 to 11 May 2012

Ernst & Young 39

Appendix E Administrators' receipts and payments account for the period from 3 April 2012 to 11 May 2012


There have been no receipts or payments within Verve.

Appendix E: Administrators' Receipts and Payments Account for the Period from 3 April 2012 to 11 May 2012

Ernst & Young 40

Birkby’s Plastics Limited – Joint Administrator’s Receipts and Payments for the period 3 April to 11 May 2012

Receipts

Trading receipts

Non-trading receipts Total receipts

Administration sales 3,602,516 - 3,602,516Customer funding 2,040,288 - 2,040,288Tooling removal fees 256,564 - 256,564

1,753,000 Fixed charge book debts - 865,235 865,2352,740,000 Stock not used in trading - 438,637 438,637

Sundry income - 39,752 39,7521,180,000 Plant and machinery - 35,000 35,000

Fixtures and f ittings - 2,250 2,250Bank interest - 1,621 1,621

107,000 Cash at date of appointment - 1,205 1,205

Total receipts 5,899,367 1,383,700 7,283,068

Paym ents

Trading payments

Non-trading payments Total payments

Employee costs (643,761) - (643,761)Material purchases (430,779) - (430,779)Insurance (179,335) - (179,335)Supplier payments (150,194) - (150,194)Agency staff (66,227) - (66,227)Quality control services (21,684) - (21,684)ROT settlements (13,500) - (13,500)Haulage costs (4,888) - (4,888)Repairs and renew als (3,371) - (3,371)Secured creditor (LTSBCF) - (169,749) (169,749)Verve recharge (directors costs) - (16,984) (16,984)Sundry expenses - (1,197) (1,197)Stationery and printing - (594) (594)Bank charges - (21) (21)

Total paym ents (1,513,740) (188,546) (1,702,286)

Balance in hand 4,385,627 1,195,154 5,580,781

Rule 2.37 Form 2.21B

Creditor’s request for a meeting

Name of Company Company number

Verve Industries Limited 06444479

In the Court case number High Court of Justice, Chancery Division, Leeds

District Registry 518 of 2012

[full name of court]

(a) Insert full name and address of the creditor making the

request

I (a)

(b) Insert full name and address of

registered office of the company

request a meeting of the creditors of (b) Verve Industries Limited (In Administration), c/o Ernst & Young LLP, 1 Bridgewater Place, Water Lane, Leeds, LS11 5QR

(c) Insert amount of claim

My claim in the administration is (c)

(d) Insert full name(s) and address(es) of

creditors concurring with the request (if

any) and their claims in the administration if

the requesting creditor’s claim is

below the required 10%

(d)

concur with the above request, and I attach copies of their written confirmation of concurrence.

(e) Insert details of the purpose of the

meeting

The purpose of the meeting is (e)

Signed

Dated

Rule 2.37 Form 2.21B

Creditor’s request for a meeting

Name of Company Company number

Birkby’s Plastics Limited 02486780

In the Court case number High Court of Justice, Chancery Division, Leeds

District Registry 517 of 2012

[full name of court]

(a) Insert full name and address of the creditor making the

request

I (a)

(b) Insert full name and address of

registered office of the company

request a meeting of the creditors of (b) Birkby’s Plastics Limited (In Administration), c/o Ernst & Young LLP, 1 Bridgewater Place, Water Lane, Leeds, LS11 5QR

(c) Insert amount of claim

My claim in the administration is (c)

(d) Insert full name(s) and address(es) of

creditors concurring with the request (if

any) and their claims in the administration if

the requesting creditor’s claim is

below the required 10%

(d)

concur with the above request, and I attach copies of their written confirmation of concurrence.

(e) Insert details of the purpose of the

meeting

The purpose of the meeting is (e)

Signed

Dated

ADM10A07

The Insolvency Act 1986 Administration Proof of Debt (Rule 2.72)

Convocatoria para la presentación de créditos. Plazos aplicables

Výzva k přihlášení pohledávky. Závazné lhůty Opfordring til anmeldelse af fordringer. Vær opmærksom på fristerne

Aufforderung zur Anmeldung einer Forderung. Etwaige Fristen beachten! Nõude esitamise kutse. Järgitavad tähtajad

Προ΄σκληση για αναγγελι΄α απαιτη΄σεως. Προσοχη΄ στις προθεσµι΄ες Invitation to lodge a claim. Time limits to be observed Invitation à produire une créance. Délais à respecter

Invito all’insinuazione di un credito. Termine da osservare Uzaicinājums iesniegt prasījumu. Termiņi, kas jāievēro

Kvietimas pateikti reikalavimą. Privalomieji terminai Felhívás követelés bejelentésére. Betartandó határidők

Stedina għal preżentazzjoni ta' talba. Limiti taż-żmien li għandhom jiġu osservati Oproep tot indiening van schuldvorderingen. In acht te nemen termijnen

Wezwanie do zgłoszenia wierzytelności. Przestrzegać terminów Aviso de reclamação de créditos. Prazos legais a observar

Výzva na prihlásenie pohľadávky. Je potrebné dodržať stanovené termíny Poziv k prijavi terjatve. Roki, ki jih je treba upoštevati!

Kehotus saatavan ilmoittamiseen. Noudatettavat määräajat Anmodan att anmäla fordran. Tidsfrister att iaktta

Verve Industries Limited (In Administration)

Date of Administration: 3 April 2012 Please refer to the notes at the end of this form. Name of Creditor

Address

Total amount of claim as at 3 April 2012 Less: any payments made to you after 3 April 2012 in respect of the claim Less: any adjustments for set off in accordance with Rule 2.85 Net claim after deductions

( ) ( )

Amount of any outstanding uncapitalised interest included in claim

Amount of any VAT included in claim

Is the whole or any part of your claim preferential, within the meaning of section 386, schedule 6, of the Insolvency Act 1986? If so, into which category of debt does it fall?

Continued on next page

ADM10A07

Particulars of how and when the debt was incurred.

Is your claim secured? If so, please provide the following information: • the nature of the security • the date on which it was given • the value which you put on the security

If you claim or have claimed reservation of title in respect of goods to which the debt refers, please give details here.

Signed Signature on behalf of creditor

Name

Address

Authority to sign on behalf of creditor

Date

For Administrator’s use only

File with Carly Howard Reviewed by

ADM10A07

Notes to Administration Proof of Debt Form:

1. Please attach a detailed statement of your account as at the date on which the company entered Administration.

2. VAT bad debt relief may usually be claimed six months after the date of supply.

3. The Administrator may call for any document or other evidence to be produced if it is considered necessary for the purpose of substantiating the whole or any part of the claim made.

4. The Joint Administrators may collect, use, transfer, store or otherwise process (collectively, “Process”) information that can be linked to specific individuals (“Personal Data”). They may Process Personal Data in various jurisdictions in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 1998.

ADM10A07

The Insolvency Act 1986 Administration Proof of Debt (Rule 2.72)

Convocatoria para la presentación de créditos. Plazos aplicables

Výzva k přihlášení pohledávky. Závazné lhůty Opfordring til anmeldelse af fordringer. Vær opmærksom på fristerne

Aufforderung zur Anmeldung einer Forderung. Etwaige Fristen beachten! Nõude esitamise kutse. Järgitavad tähtajad

Προ΄σκληση για αναγγελι΄α απαιτη΄σεως. Προσοχη΄ στις προθεσµι΄ες Invitation to lodge a claim. Time limits to be observed Invitation à produire une créance. Délais à respecter

Invito all’insinuazione di un credito. Termine da osservare Uzaicinājums iesniegt prasījumu. Termiņi, kas jāievēro

Kvietimas pateikti reikalavimą. Privalomieji terminai Felhívás követelés bejelentésére. Betartandó határidők

Stedina għal preżentazzjoni ta' talba. Limiti taż-żmien li għandhom jiġu osservati Oproep tot indiening van schuldvorderingen. In acht te nemen termijnen

Wezwanie do zgłoszenia wierzytelności. Przestrzegać terminów Aviso de reclamação de créditos. Prazos legais a observar

Výzva na prihlásenie pohľadávky. Je potrebné dodržať stanovené termíny Poziv k prijavi terjatve. Roki, ki jih je treba upoštevati!

Kehotus saatavan ilmoittamiseen. Noudatettavat määräajat Anmodan att anmäla fordran. Tidsfrister att iaktta

Birkby’s Plastics Limited (In Administration)

Date of Administration: 3 April 2012 Please refer to the notes at the end of this form. Name of Creditor

Address

Total amount of claim as at 3 April 2012 Less: any payments made to you after 3 April 2012 in respect of the claim Less: any adjustments for set off in accordance with Rule 2.85 Net claim after deductions

( ) ( )

Amount of any outstanding uncapitalised interest included in claim

Amount of any VAT included in claim

Is the whole or any part of your claim preferential, within the meaning of section 386, schedule 6, of the Insolvency Act 1986? If so, into which category of debt does it fall?

Continued on next page

ADM10A07

Particulars of how and when the debt was incurred.

Is your claim secured? If so, please provide the following information: • the nature of the security • the date on which it was given • the value which you put on the security

If you claim or have claimed reservation of title in respect of goods to which the debt refers, please give details here.

Signed Signature on behalf of creditor

Name

Address

Authority to sign on behalf of creditor

Date

For Administrator’s use only

File with Carly Howard Reviewed by

ADM10A07

Notes to Administration Proof of Debt Form:

1. Please attach a detailed statement of your account as at the date on which the company entered Administration.

2. VAT bad debt relief may usually be claimed six months after the date of supply.

3. The Administrator may call for any document or other evidence to be produced if it is considered necessary for the purpose of substantiating the whole or any part of the claim made.

4. The Joint Administrators may collect, use, transfer, store or otherwise process (collectively, “Process”) information that can be linked to specific individuals (“Personal Data”). They may Process Personal Data in various jurisdictions in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 1998.

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