TIDMWTI
RNS Number : 2187W
Weatherly International PLC
31 July 2018
31 July 2018
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Weatherly International plc (AIM:WTI)
("Weatherly" or the "Company")
Publication of Administrators' Statement of Proposals and Change
of Registered Office
Further to the Company's announcement on 1 June 2018 detailing
the appointment of Administrators, Weatherly announces that the
Administrators' Statement of Proposals can be found at the
following website:
https://www.fticonsulting-emea.com/cip/weatherly-international-plc
Pursuant to Paragraph 49(6) of Schedule B1 of the Insolvency Act
1986 (as amended), should you wish to receive a copy of the
Statement of Proposals free of charge, please write to the
Company's registered office at: Weatherly International plc, C/O
FTI Consulting LLP, 200 Aldersgate St, London EC1A 4HD.
The key conclusions of the Administrators' Statement of
Proposals are set out below:
"Secured creditors
At the date of appointment, the Secured Lenders were owed
approximately $126m by the Group. WTI is a guarantor of this debt.
The Secured Lenders hold security dated 7 May 2015 over the Group.
As a result, the Secured Lenders have security over all of the
Groups assets, which includes fixed and floating charges.
The return to the Secured Lenders is currently uncertain.
Preferential creditors
Under the Act the main classes of preferential creditor are
employees in respect of certain claims in relation to arrears of
wages, holiday and pensions contributions.
The Administrators have paid retained staff their wages to the
date of their redundancy. Consequently, there are not anticipated
to be any arrears of wages claims. However, it is anticipated that
there may be claims in respect of accrued but untaken holiday
pay.
We are currently awaiting confirmation from the RPS of the level
of preferential claims against the Company. We currently envisage
that there will be no funds available to make a distribution to
preferential creditors.
Unsecured creditors
Unsecured creditors rank behind both secured and preferential
creditors. Under Section 176A of the Act where after 15 September
2003 the Company has granted a creditor a floating charge, a
proportion of the net property of the company achieved from
floating charge asset realisations must be made available for the
unsecured creditors ("the Prescribed Part").
There are unlikely to be sufficient funds to repay the Secured
Creditors, therefore returns to unsecured creditors would only
potentially come from the Prescribed Part, up to a maximum of
GBP600k.
We currently have insufficient information to estimate the
likely size of the Prescribed Part and the return to unsecured
creditors, given that calculation is subject to the total level of
floating charge realisations, the costs of realisations and the
cost of paying preferential creditors, all of which remain
uncertain.
However, given the information that we have to date it is
unlikely that there will be a dividend to unsecured creditors.
Shareholders
As it is unlikely that there will be sufficient assets to repay
the Company's creditors in full it is highly unlikely that there
will be any return or distribution to shareholders.
Administrators' proposals
The main purpose of the Administration is statutory objective b,
achieving a better outcome for each of the Company's creditors as a
whole than would be possible if the Company were wound up without
first being in Administration.
The Administrators are seeking a decision from the creditors to
approve the proposals using the deemed consent procedure.
If a creditor agrees with the proposed decision to approve the
proposals, then they do not need to do anything. Unless 10% of
creditors, who would be entitled to vote at a qualifying decision
procedure, object to the decision to approve the proposals they
will automatically be approved on 8 August 2018.
If a creditor wishes to object to the decision, send notice of
objection so that it is received by no later than 23.59 hours on 8
August 2018. If a creditor has not already submitted proof of their
debt, they should complete a proof of debt form. Objections by a
creditor will not count unless they have lodged a proof of debt by
no later than 23.59 on 8 August 2018.
It is the Administrators' responsibility to determine whether
any objections received are sufficient for this Deemed Consent
Procedure to end without a decision being made. If sufficient
objections are received, then the administrator will write to
creditors to seek approval for this decision using a qualifying
decision process.
In order to provide clarity to creditors on the further specific
areas for which the Administrators are seeking approval in their
Proposals specific proposals are set out below, which apply to the
Company.
Proposed Strategy, Actions and Activities
The Administrators will continue to manage the affairs of the
Company in order to achieve the purpose of the Administration.
The Administrators will be authorised to:
-- Do all such other things and generally exercise all of their
powers as contained in Schedules B1 and 1 of the Act, as the
Administrators consider desirable or expedient to achieve the
statutory purpose of the Administration.
-- Investigate and as appropriate pursue any claims the Company may have.
-- Agree the claims of the secured, preferential and unsecured
creditors against the Company unless they conclude, in our
reasonable opinion, that the Company will have no assets available
for distribution.
-- Distribute funds to the secured, preferential creditors and
unsecured creditors as and when claims are agreed and funds and
circumstances permit.
Creditors Committee
Creditors have been invited to determine whether to form a
Creditors' Committee. To enable the creditors to make an informed
decision as to whether they wish to either seek to form a
Committee, or to nominate themselves to serve on a Committee,
further information about of the role of the Committee and what
might be expected from its members has been prepared by R3 has been
made available to creditors.
In the event the creditors of the Company so determine, a
creditors committee be appointed comprising of not more than five
and not less than three creditors.
Proposed Exit Routes
The most likely exit route for the Company is moving to
dissolution after the completion of its Administration.
Once all assets have been realised, and if there are no funds
available to enable a distribution to the unsecured creditors
(other than the Prescribed Part) and a liquidation process is not
required, the Administrators shall file a notice pursuant to
Paragraph 84 of Schedule B1 to the Act together with their final
progress report at Court and with the Registrar of Companies for
the dissolution of that company.
In the event that the Administrators believe liquidation to be
the most appropriate route for a company, for example if there are
onerous assets that need to be disclaimed, or there are matters
that require further investigation, we will exit the Administration
of that company by a compulsory liquidation. The Administrators
give notice that on such a petition the Joint Administrators will
seek their appointment as liquidators pursuant to Section 140 of
the Act, with any liquidator being able to undertake acts required
or authorised under any enactment individually. The creditors are
entitled to 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.
Discharge of Administrators
The Administrators will be discharged from liability in
accordance with Paragraph 98(1) of Schedule B1 of the Act
immediately upon our appointment as Administrators ceasing to have
effect.
Administrators' Remuneration
The creditors committee, if one is appointed, will be asked to
agree that the basis of the Administrators' remuneration be fixed
by reference to the time properly given by the Administrators' and
their staff in attending to matters arising in the Administration,
calculated at the prevailing standard hourly charge out rates used
by FTI at the time when the work is performed, plus VAT, and be
asked to agree any category 2 expenses.
If a creditors' committee is not appointed, the Secured Lender
(and preferential creditors if applicable) of the relevant company
shall be asked to fix the basis of the Administrators' remuneration
in accordance with Rule 18.18 of the Rules, to be fixed by
reference to the time properly given by the Administrators' and
their staff in attending to matters arising in the Administration,
calculated at the prevailing standard hourly charge out rates used
by FTI at the time when the work is performed, plus VAT."
Any other enquiries regarding the Company or its administration
should be directed to WTIshareholders@fticonsulting.com.
In addition, the Company confirms that it has changed its
registered office to C/O FTI Consulting LLP, 200 Aldersgate St,
London, EC1A 4HD.
Additional Statutory Information Pursuant to Rule 3.37 of the
Insolvency (England and Wales) Rules 2016
Registered Office: C/O FTI Consulting LLP, 200 Aldersgate St,
London, EC1A 4HD
Court Reference: CR-2018-4537
Court High Court of Justice, Business and Property Courts of
England and Wales Insolvency and Companies List (ChD)
Further announcements will be made as required.
For further information please contact:
FTI Consulting LLP +44 (0) 20 3727 1418
(Administrators)
Simon Kirkhope / Andrew Johnson
Strand Hanson Limited +44 (0) 20 7409 3494
(Nominated Adviser & Broker)
Rory Murphy / James Dance / Jack Botros
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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