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INSOLVENCY ACT 1986 - SECTION 1

PROPOSAL FOR A COMPANY VOLUNTARY ARRANGEMENT (C.V.A.)

(Note that all references to "Rule" numbers shown below are to the Insolvency Rules 1986).

1. INTRODUCTION (Rule 1.3(1))

XYZ Limited was formed in 1989 with the merger of two existing businesses, which had been based in London and ABC Limited which had been based in Preston.

The principal areas of business were then those of public relations, recruitment advertising, a press cuttings service and graphic design.

The original executive directors were Mr Black (resigned Feb 1994) and Mr White (resigned 1991), non executive directors were Mr Grey (resigned Feb 1994) and Mr Brown (resigned 1991).

Four employees were appointed directors in November, 1993 - , Mr Red responsible for finance ( resigned March 1995), Mr Yellow responsible for design studio (resigned December, 1995), Mr Orange responsible for account handling and , Mr Pink responsible for account handling and new business.

The first two years of trading (1989-91) produced losses and resulted in the resignation of Mr Monroe and cut backs in staff levels. The company then moved into profit.

In June of 1992 our then auditors, found themselves in difficulties and ceased to trade. The directors sought advice from the company bankers with the result that in September, 1992, new auditors were appointed. The directors were unable to acquire all the files from the old auditors. It transpired that those files, along with those of other companies had gone 'missing'. The new auditors had difficulty arising from the absence of those key files. The auditors were also heavily dependent upon information supplied by the internal accountant.

1993/94 saw the loss of a major, high earning account worth some £200,000 per annum. Around the same time the Preston office was also experiencing a downturn in work levels as clients cut back their promotional budgets in response to the recession. This made further staff cutbacks necessary in both offices.

From inception, the company was heavily involved in recruitment advertising, mainly with local authorities on a 12 month contract basis. Due no doubt to government cutbacks and the increasing recession, this was an area of business that was becoming increasingly more competitive and it became apparent that with each renegotiated contract, the already tight profit margins were becoming smaller and smaller.

The directors asked the auditors to review the profitability or otherwise of this area. Their initial report indicated that the company was only breaking even in this area of business and most probably losing money on what was about 50% of the then turnover. Based on these findings, it was decided that the company should withdraw from this area of business and as contracts came to an end re-tenders were not submitted.

At around the same time, the new auditors questioned the high levels of work in progress being internally reported. With a turnover of some £2 million work in progress figures of £160,000 plus didn't initially seem unreasonable. As the audit for 1993/94 progressed, a growing number of discrepancies in the internal accounting procedures became apparent.

Apart from work in progress being overstated by around £100,000, non existent discounts had been entered, PAYE/NI and VAT were in arrears and the company had incurred surcharges. Those findings meant that the previous years results had to be restated turning what had been a profit into a loss. The internal accountant was then asked to leave the company.

Swift action was needed to avert the collapse of the company. Mr Purple along with the assistance of the auditors took control of finances and installed Sage software to prepare regular management accounts. Further staff cuts were made. All salaries were reduced with the directors taking the largest share and pension payments were ceased. Mr Kingston and Mr Crown sold their company cars and in addition injected personal monies. The structure of the company was reviewed and new budgets and working disciplines introduced. Unprofitable work was shed and on the advice of the auditors, the directors met with an insolvency practitioner to discuss the situation and further remedial actions were then put in place. That insolvency practitioner considered that it was possible for the company to trade out of the difficulties.

In mid 1995 the bank account was moved from X Bank PLC to Y Bank PLC. In addition to an overdraft facility of £200,000 Mr Harrow and Mr C Crown took out a further personal loan of £40,000 which was injected into the company. The company overdraft was secured by personal guarantees and backed up by outside security. The company earned a modest profit for the year to 31st March, 1996. In consequence pressures from creditors eased considerably.

In comparison to 1995/6 the performance from April to August, 1996 was much healthier and the overall position was considerably ahead of the position at that point in the previous year. The business development plans were continued and energies were focused on developing the 'Intelligence Services' side of the business in which potential was anticipated.

It had been the intention for Mr K Kingston to withdraw from the business at the end of 1997. However, with the change of emphasis in the nature of the business Mr Kingston proposed that he should bring this forward and presented the other directors with a proposal for an earlier withdrawal. In this Mr Kingston proposes to make a loan to the company of £115,000 and also pay off half of the outstanding balance on the £40,000 personal loan Mr Crown and Mr Harrow had taken with X Bank PLC. This withdrawal would also benefit the company by way of reducing overheads. In exchange for this capital injection, it is proposed that Mr Kingston will take a second debenture behind X Bank PLC.

September had seen the end of a large ongoing contract. This coincided with a number of bad debts, including a major client which was experiencing its own financial difficulties resulting in wrangling for payment and prompting the company to instigate legal proceedings. As a result only a percentage of the outstanding debt has been received and over a period of months this has had an extremely negative effect on the company's cashflow.

October and November 1996 figures were disappointing. In the meantime the company had gained a considerable amount of new and profitable business. However, the directors could see that cashflow benefits would not arise from the increased work for at least eight weeks.

The future direction of XYZ Limited hows a substantial change of emphasis. The traditional core elements of the business:- those being public relations and design will remain. However, our most profitable area of business is and has for a number of years been our Press Cuttings Service.

A combination of associated services now being marketed as XYZ Information Services is generating increased business with a high element of profit and low purchases and this is intended to be the main area of business development in the future. These services are:- Press Cuttings, Press Cuttings Analysis, Parliamentary Monitoring and Market Intelligence.

Our Press Cuttings Service continues to attract new clients and the take up on the associated Analysis service has been substantial in recent months. We have established a working relationship with a Welsh based agency to offer London clients a parliamentary monitoring service which is generating new business. "

The Market Intelligence service takes us into a whole new area where clients based throughout the rest of the UK use us as an unbiased source for gathering information in and about the UK. This service generates substantial fees.

No regional press cuttings service currently covers the South West of England and following detailed research and response to numerous requests we are establishing a new service - Press Cuttings South West. The new service is being launched on 1st of April and we have clients on board and the general response is very encouraging.

Confirmed contracts for completion for the period December, 1996 to March, 1997 totalled £244,000 and there was also the prospect of winning additional specific contracts of £171,000.

The directors then gave consideration to placing the company into Creditors Voluntary Liquidation and then re-starting a new company. The directors concluded, however, that as the prospects for the business now appeared to be promising, they would wish to put forward a Company Voluntary Arrangement. The objective being to repay all creditors in full.

The directors discussed the position with the company bankers and on their advice sought guidance from the auditors. The auditors advised us to meet with Purnells, insolvency practitioners. The directors met with Mr. Purnell for the first time on the 14th December, 1996. Since that time information has been collected together to prepare this proposal to all creditors.

It is apparent from the Statement of Affairs shown at Schedule 1 that if the company were now placed into Creditors Voluntary Liquidation, neither preferential nor unsecured creditors would receive any dividend at all as the work in progress would then become worthless.

On a liquidation it can be seen from that same statement that X Bank PLC would suffer a shortfall of some £138,000.

XYZ Limited is essentially a "people business" and it is in the light of a substantial order book that the following proposals are made.

PROPOSALS (Rule 1.3(2)

2.1 It is proposed that:

2.1.1 The company pay into this voluntary arrangement, the sum of £3,500 per month for a four year period.

2.1.2 Mr Kingston introduce £115,000 into the business, which will be used to reduce the X Bank overdraft. Mr Kingston would then be granted a second debenture.

It is further proposed that Mr Kingston would be treated as a "deferred creditor" and would not share in any part of the dividends paid to creditors out of the pool of money arising from the £3,500 per month payable into this arrangement.

2.1.3. The 'associated' creditors totalling £94,745 also be treated as deferred creditors.

Additionally, it is proposed that and Mr Harrow and Mr Crown capitalise their outstanding loan totalling £79,745 which sums are included in the total of £94,745.

2.1.4 In relation to X Bank PLC (The Bank) the following proposals are made:-

that the company collect in the existing debtors totalling £64,000 and pay that in its entirety to the bank. (The bank are entitled to those monies in any event as they hold a fixed charge over trade debtors).

that the old bank account be frozen at its present balance of £198,000 and that the £64,000 expected to be received in from the existing debtors be paid in to that old account.

that the £115,000 to be paid in by Mr Kingston be paid into that "old" bank account.

the consequences of the above transactions are that the directors expect the old bank account to reduce as follows:-

that the bank consider providing the company with a "new" overdraft facility based on the cashflow projections and profit projections shown at schedules 8 and 9.

(The director, Mr Kingston would continue to provide outside security to X Bank PLC for the residual balance on the "old" account and the balance on the new account).

that the company pay to the bank a monthly sum of £1,000 (being capital and interest) to extinguish the residual balance on the "old" account over a period.

2.1.5 The effect of these proposals in terms of the dividend payable to preferential and unsecured creditors is calculated at Schedule 6 attached.

From that schedule it should be noted that:

preferential creditors would be paid in full on the first anniversary of the arrangement.

unsecured creditors would receive dividends on the second, third and fourth anniversaries. It is proposed that each of these dividends be one third of the amount owed to creditors, such that all unsecured creditors will have been repaid in full by the time of the fourth anniversary.

2.2 To minimise supervisor's costs, it is additionally proposed that the Supervisor will not be involved with the subsequent trading of this company, if this proposal is agreed except to the extent set out in Clause 2.19.

2.3 Schedule 1 to this proposal lists all of the assets of the company showing estimated net realisable values, on a going concern basis, less amounts owing to secured preferential and unsecured creditors.

2.4 It is proposed to deal with the claims of creditors as follows:-

SECURED CREDITORS

X Bank PLC is the only secured creditor. X Bank PLC have a fixed and floating charge over the assets of the company.

Nothing in this proposal however, restricts the rights of X Bank PLC at present or in the future of appointing either a book debt receiver or administrative receiver.

A "new" bank account has already been set up with Y Bank PLC for post C.V.A. trading. An overdraft on that new account will be requested by the directors based on; the attached cashflow forecasts (See schedule 9). The balance on the "new" account is presently a positive figure of £11,769.

PREFERENTIAL CREDITORS

It is proposed to deal with claims of preferential creditors as follows:-

Preferential creditors arising from the pre C.V.A. period will enjoy the same priority, as if there had- been a creditors voluntary liquidation on the day set for the meeting of creditors to consider this C.V.A.

It is further proposed that a new additional class of preferential creditor would arise should there be any failure of this arrangement. Such creditors would be calculated within the meaning of Sections 175 and 386 of the Insolvency Act 1986 with the "relevant date" being the date on which the Supervisor issues a "Certificate of Failure of the arrangement".

Pre C.V.A. and post C.V.A preferential creditors are to enjoy the same priority one as against the other in relation to all of the unpledged assets.

DEFERRED CREDITORS

The following creditors are classed as "deferred".

It is proposed that deferred creditors receive no dividend over the four year life of the arrangement.

It is proposed that £79,745 of the existing loans be capitalised.

Once all pre C.V.A preferential and unsecured creditors have been paid in full, the two classes of creditors shown above will no longer be classified as deferred.

UNSECURED CREDITORS

Pre C.V.A. unsecured creditors will rank pari passu for payment. Any such claims which had been inadvertently omitted from the attached statement of affairs or the arrangement and whose total debts do not exceed 10% of the total of all claims lodged will be invited to claim in and be bound by the arrangement. This is subject however, to the proviso that any dividend already paid will not be disturbed, but lost dividends can be made up from any future distributions.

In the event of this C.V.A failing, then post C.V.A unsecured creditors will have a claim as ordinary unsecured creditors then ranking equally with pre C.V.A. unsecured creditors.

ASSOCIATED CREDITORS

Those creditors "associated" with or "connected" with the company within the meaning of Section 249 of the 1986 Insolvency Act are set out in detail at Schedule 5 attached.

All 'associated' creditors are proposed to be treated as 'deferred'.

2.5 To the directors knowledge, there are no circumstances giving rise to the possibility, in the event that the company should go into liquidation, of claims under:-

Section 238 (transactions at an undervalue)

Section 239 (preferences except to the extent referred to at paragraph 4.3)

Section 244 (extortionate credit transactions)

Section 245 (invalid floating charges)

However, there are 66 creditors -each being for a sum less than £200, which together total £3,637. Those creditors have not been included in this document as it is proposed that the company immediately settle those creditors in full. The directors of the company are of the opinion that that would be the most cost effective way of dealing with such small creditors.

2.6 No liabilities of the company have been guaranteed by any other party except that the liability to X Bank PLC has been guaranteed by Mr Kingston and Mr Harrow.

2.7 It is proposed that the C.V.A. last four years.

2.8 Distributions to creditors and amounts thereof are proposed to be made as follows:

2.9 A reconciliation is shown at Schedule 6 detailing the total amount to be realised into the arrangement less the costs of the arrangement, to provide the net figures being the amount distributable shown above.

Any creditor who has not lodged his claim having received 21 days notice will be excluded from that dividend, but if the claim is lodged late, that creditor will be entitled to make up that amount from future realisations.

2.10 Nominee's fees for producing the C.V.A. proposal and for dealing with all matters up to and including the date of the creditors meeting is proposed to be in the sum of £3,500 plus V.A.T.

It is further proposed that the Nominee recover all third party disbursements and also be entitled to any costs and disbursements including legal costs, which he incurs in connection with any appeal following from the meeting of creditors, unless the court orders otherwise.

2.11 It is proposed that Supervisor's fees be based on the time costs of the Supervisor's firm.

It is also proposed that the Supervisor's remuneration shall be calculated by reference to the time spent by the Supervisor and his staff.

The Supervisor's fees and expenses shall rank ahead of the claims of creditors and after any costs payable to the Nominee.

The Supervisor will be entitled to be reimbursed his costs any any other expenses incurred in bringing or defending any action in the arrangement, unless the court order otherwise.

2.12 The directors of the company do not propose to offer any additional personal guarantees to creditors in relation to this proposed C.V.A. proposal.

2.13 The Supervisor shall open a current account at the Royal Bank of Scotland, 32 Commercial Street, Newport, S. Wales and all payments to the Supervisor shall be promptly paid into such account. The Supervisor shall have discretion to invest funds surplus to the immediate requirements of the arrangement on deposit on money market from time to time, pending any distribution of such funds.

2.14 If upon termination of the arrangement, any funds held for the purposes of payment to creditors remain in the hands of the Supervisor because any creditor (a) has failed to claim at all, or (b). has not cashed any cheque forwarded to him, or (c), can no longer be traced or, if after the Voluntary Arrangement has been concluded, the then former Supervisor receives funds which were not anticipated to have been receivable at the time of closure, such funds will be dealt with as follows:

If the aggregate of such funds after costs exceeds £1,000, a further distribution shall be made to those creditors who are able to participate therein, less the (former) Supervisor's outstanding time costs and disbursements, if any. If such funds, however, amount to less than that amount, the costs of a distribution are not justified and accordingly, the balance will be returned to the company after deducting any amounts outstanding for any outstanding time costs and disbursement of the (former) Supervisor.

2.15 During the course of the Voluntary arrangement, the new trading of the company will not be carried out under the auspices of the Nominee or Supervisor or in the name of either of them and the Nominee and Supervisor will not be involved in or in any way responsible for such new trading.

2.16 During the continuation of this C.V.A any new credit taken by the company during the course of the arrangement is to be settled by the company ex. the proposed new Y Bank Plc C.V.A. account. That new bank account being operated by the directors of the company and not by the Supervisor. In the event of the failure of this arrangement, any positive balance on that account will be treated as being available to meet the costs of the arrangement and of the Nominee and Supervisor and secondly to be available by way of set off against the "old" X Bank account.

2.17 The Supervisor's functions shall be:

(a) To receive all funds payable into the arrangement (i.e. £3,500 monthly)

(b) To prove all creditors claims.

(c) To make distributions to creditors in due order of priority and on the due dates shown at paragraph 2.1.

(d) To retain solicitors, agents or other professional advisors if required for the beneficial purposes of the arrangement at the expense of the estate.

(e) To receive monthly profit and loss accounts and balance sheets. To forward all creditors annually a summary of the company results and as to the general progress of the arrangement.

(f) To authorise the release of funds form the estate to defend disputed claims where appropriate.

(g) To review on a regular basis whether the C.V.A. has failed in accordance with the criteria set out in paragraph 2.19 below.

2.18 It is proposed that the Supervisor of the arrangement shall be Raymond Henry Purnell, Chartered Accountant of Purnells of St Marks House, 3 Gold Tops, Newport, S. Wales. Mr. Purnell is qualified to act as an Insolvency Practitioner in relation to the company.

2.19 These clauses deal with the control of the C.V.A and the Supervisor's duty should the arrangement be declared a failure.

2.19.1 The arrangement shall be declared a failure if:

(a) The first instalment of £3,500 is not received within seven days of the arrangement being approved at the creditors meeting called to consider this proposal.

(b) Two consecutive payments of the monthly instalments are not received on the due dates. The due date of each instalment, except the first, being on the 31st of each month.

(c) Monthly payments of interest are not paid to: -

X Bank PLC

d) Monthly profit and loss accounts and balance Sheets with supporting, schedules of all key figures are not provided to the Supervisor within 30 days after the end of each monthly accounting period.

2.19.2 If any of the four instances referred to in paragraph 2.19.1 above arise the Supervisor will immediately:

- circularise all creditors and issue a "Certificate of Failure" of the arrangement.

- apply to the Court for the company to be compulsory wound up should the directors not sign notices to call a creditors meeting under Section 98 of the 1986 Insolvency Act within seven days of the issue of the Certificate of Failure.

ALTERATIONS TO THE PROPOSAL (Rule 1.3 (3))

This director' s proposal for a Company Voluntary Arrangement may be amended with the agreement of the creditors at the forthcoming creditors meeting.

REALISATION OF ASSETS

4.1 It is proposed that the sums realised from the debtors now existing be collected in and paid to X Bank PLC under the terms of their debenture.

4.2 It is proposed that the work-in-progress at the date of the creditors meeting be utilised as working capital in the C.V.A. period.

4.3 It is proposed the vehicles on finance not be sold but instead used in the continuing business.

4.4 It is proposed that the monthly sums of £3,500 be paid to the Supervisor on the due dates by standing order.

We, the directors and shareholders of the company confirm that this document fairly sets out our proposals to the creditors for a Company Voluntary Arrangement and that to the best of our knowledge and belief all statements herein are true.

Dated this ............. day of ............................ 200 ......... -

Signed _______________________ , __________________________

(The directors should sign each page and schedules of the proposal)

I received the written notice on the ........... day of .............................., 200......... .

R. H. PURNELL

I consent to act as Nominee and Supervisor

R. H. PURNELL

INDEX TO APPENDICES

1. Statement of Affairs at .........................., 200.......... .

2. Notes to statement of affairs

3. Notes re assets subject to Hire Purchase and Lease Purchase Agreements.

4. Schedule of Unsecured Creditors.

5. Schedule of "Associated" creditors.

6. Calculations of Dividend.

7. Statutory Information.

8. Profit forecast

9. Cashflow forecast

10. Tabulation of past results

Schedule1

XYZ LIMITED
STATEMENT OF AFFAIRS AS AT ...................... 200.........

Schedule 2

XYZ LIMITED

NOTES TO STATEMENT OF AFFAIRS

1. At the time of preparing this statement of affairs, the motor vehicles on hire purchase arrangements have not been professionally valued.

2. The fixtures, fittings and equipment used in the business are held mainly under the terms of lease agreements.

The remaining such assets not under lease arrangements are considered by the directors to be of minimal value.

3. No provision has been made in the statement of affairs for costs which would arise in respect of employees (such as redundancy) if the company were to be placed in liquidation.

4. Should there be a liquidation, the work in progress shown in the statement would be of no value.

Schedule 3

LIMITED ASSETS SUBJECT TO HIRE PURCHASE OR LEASE PURCHASE ARRANGEMENTS

Schedule 4

SCHEDULE OF UNSECURED CREDITORS - XYZ LIMITED

Schedule 5

XYZ LIMITED

SCHEDULE OF ASSOCIATED CREDITORS

Schedule 6

XYZ LIMITED

CALCULATION OF DIVIDEND RETURNS TO PREFERENTIAL AND UNSECURED CREDITORS

NOTES

1. It is proposed that the monies loaned to the company, to date, by the directors and shareholders totalling £94,745 not be repaid at all until all. secured, preferential and unsecured creditors are repaid in full. (i.e. the associated creditors will be classed as "deferred creditors".) In any event it is proposed that £79,745 of that figure be capitalised.

2. X Bank PLC will be treated as an unsecured creditor to the extent that their loan is not covered by trade debtors. For the purpose of the calculation that follows, that figure is estimated at £138,000. The calculation of that figure is shown on Schedule 1. It is proposed that the £115,000 injection by .............. be used to reduce the bank borrowing.

After collecting in presently outstanding debts, the liability to X Bank Plc would be £23,000 approximately. It is proposed that X Bank Plc receive a £1,000 per month repayment of capital and interest during the life of this arrangement. X Bank Plc would not share in the accumulated pool created from the Supervisor's realisations of £3,500 per month.

3. The proposed injection by ................. of £115,000 on a second debenture be treated as a deferred creditor.

4. The creditors then ranking for dividend and the priority between them is estimated as follows:

Schedule 7

XYZ LIMITED

STATUTORY INFORMATION

1. INCORPORATION

The company was incorporated on the 01.01.1948 as Joe Bloggs Limited. The name of the company was changed to XYZ Limited on 23rd February, 1989. The registered number is 101010.

2. REGISTERED OFFICE

3. COMPANY SECRETARY

The company secretary is

4. DIRECTORS

4.1

4.2

4.3

4.4

4.5

4.6

5. SHAREHOLDERS

6. AUDITED ACCOUNTS

The last audited accounts filed with the Registrar of Companies were those for the year ended 31st March, 1996.

Those accounts were prepared on a going concern basis. The auditors report notes, inter alia

"Fundamental uncertainty"... "During June, 1996 the company directors were able to re-negotiate banking facilities for the company which is dependent upon the company' s achievement of the projections prepared by the directors for the period ended 31st March, 1997"

"The company directors have also had to continue to make arrangements with company creditors to discuss settlement periods for outstanding liabilities. The directors consider that provided the creditors continue to support the company by allowing a further period for settlement, then the company will be able to continue to trade for the foreseeable future".

The auditors report was, therefore, qualified for these fundamental uncertainties.

The net deficiency shown on the Balance Sheet at 31st March, 1996 was £296,815.

REGISTER OF CHARGES

5.1 On the 01.12.1948, X Bank PLC registered a fixed and floating charge over all of the assets of the company.

5.2 It is understood that the bank have additional security on assets personally owned by certain directors of the company.

Schedule 8

XYZ LIMITED

PROFIT FORECAST FOR THE YEAR ENDED 31ST MARCH, 1998

NOTES

1. The directors have compiled a detailed profit forecast to back up the summary figures shown above.

2. The interest and consultancy represents the amounts payable to ........... in acting as a financial consultant and interest on the £100,000 debenture introduced by his company.

3. The C.V.A. payments represent twelve instalments at £3,500 per month.

Schedule 9

XYZ LIMITED

CASHFLOW FORECAST FOR YEAR ENDED 31ST MARCH, 1998