RESTRUCTURE 165 High Street REACQUIRE, Rickmansworth AO wernance Hertfordshire RECREATE ‘wos 1AY RESOLVE RESCUE Tel: +44 (0]1923 776 223 RECOVERED” Fax: #44 (0}1923 772 499 wwew.re10.co.uk i entific \Wallenius Water/Biozon Scien! Clo Meguire Woods London LLP Imperial House, 15-19 Kingsway London \Wo2B 6UN ‘TO ALL KNOWN MEMBERS AND CREDITORS Our ref: BRS/Airsteril/5.2. 14 April 2011 Dear Sir Airsteril (UK) Limited -In Liquidation ‘Trading address: Unit 6b High Barns Farm, Roxton, Bedfordshire, MK44 3ET, As you are aware, a meeting of creditors of the Company was held at SPW Poppleton & Appleby, + Gable House, 239 Regents Park Road, London, N3 3LF on 14 April 2011. enclose a copy of the directors" estimated Statement of Affairs and other information presented to the mecting which includes certain statutory information and a brief history prepared by the directors ‘of events leading to the decision to wind up the Company. Formal Business ‘The Meeting of creditors confirmed the appointment of myself as Liquidator. I am authorised to act as an insolvency practitioner in relation to the Company, within the meaning of section 388 of the Insolvency Act 1986, by my recognised professional body noted at the foot of this letter. ‘The creditors resolved against electing a liquidation committes, It as resolved that the liquidator’s remuneration be fixed by reference to the time properly given by ‘me (es liquidator) and the various grades of my staff calculated at the prevailing hourly chargo out rates of RELO (South East) Ltd for attending to matters arising in the winding up. It was resolved that in respect of disbursements, the Liquidator be authorised to draw disbursements in accordance with the firm’s published tariff. 1 attach for your information a schedule of my firm’s remuneration and disbursement policy, Creditors’ Claims Creditors are requested to submit their claims on the enclosed claim form together with supporting statements. Dividend Prospects The directors" estimated Statement of Affairs indicates that no funds will be avaitable for distribution to any class of creditor. [RShah AGA, MABRP Ie esnte te carry ontaslvency wary the stat of Chartered Accountants In England & Ves eto suth Eas tite, Repstered in Eland sien, Copan uber S006, Reltre ole ndaress 16 High Sect, Reman Heterdsir WO3 1X7 Relea eoting nano aed ardor ence om Rel ined. Ret south Eas Lite es separate ad indepndent ea nt nad and thor deonee ‘hinge Re ag ars, Lsblitytany,stiachesto fe (South Ene Lines snot Ral Lite or eter Ueecoes ving th Re acy mae.Other Matters If you are holding any property oF monies bolonging to the Company would you please inform me immediately and note that you are not authorised to deal with them without my prior written confirmation, If you claim retention of title to goods delivered to the Company or a lien over assets belonging to the Company in your possession, then please contact me as soon as possible with full details and copies of any supporting documentation. If there are any matters which you consider I should be aware of regarding the Company's affairs, T shall be pleased to hear from you, ‘This request for information is standard practice and does not imply any criticism or cause of action against any person concerned in the management of the Company's affairs. In accordance with provisions contained in sections 105 and 106 of the Insolvency Aet 1986 I will report agein to all creditors in around 12 months or at the conclusion of the liquidation, whichever is sooner. Yours faithfully For and on behalf of Airsteril (UK) Lid HiquidatorAirsterll (UK) Limited DIRECTORS’ REPORT AND STATEMENT OF AFFAIRS FOR THE FIRST MEETING OF CREDITORS CONVENED IN ACCORDANCE WITH SECTION 98 OF THE INSOLVENCY ACT 1986 Held at Gable House 239 Regents Park Road London ‘N3 3LF On 414 April 2014 Att4 am ‘SPW Poppleton & Appleby Gable House, 239 Regents Park Ros ‘Telophone: (0208) 374 8000 Facsimi London, N3 3LF (0208) 346 8688ea bw ee x ANrateril (UK) Limited ~ Report to all Creditors pursuant to Section 98 of the Insolvency Act 1986 INTRODUCTION PROCEDURE ‘STATUTORY INFORMATION FINANCIAL INFORMATION PREVIOUS & CURRENT DIRECTORSHIPS HISTORY OF BUSINESS. ‘STATEMENT OF AFFAIRS DEFICIENCY ACCOUNT LIQUIDATION COMMITTEE POST- MEETING MATTERS‘Alster (UK) Linited — Report to all Creators pursuant to Section 98 of the Insolvenoy Act 1986 INTRODUCTION «This is the statutory Meeting of Creditors of Airsterl (UK) Limited Reg Na0e804164. ("the Company") convened pursuant to Section 98 of the Insolvency Act 198, held at Gable House, 239 Regents Park Road, London, N3 SLF on 14 April 2011 at 14 am. «My name is Bijal Shah, | am a Partner in. the frm RE10 and a Licensed Nolveney Practitioner. Also present is Mr Brian Dewsbery: the Director of the Company. For the formal purposes of this Meeting Mr Dewsbery will act a8 Chairman. «| ehould also advise the Meeting that! am Licensed by the Institule of Chartered ‘Accountants and duly act as an Insolvency Practitioner. Conflict Check + Pilor to recelving instructions to assist in the matter of the Insolvency of the Company, neither Mr Shah or RE10 have previously acted for the Company or any of its officers. PROCEDURE + Atthe General Meeting of the Company held on 14 Apri 2017 at 10.90 am at the offices of SPW Poppleton & Appleby, Gable House, 230 Regents Park Road, Condon, N3 3LF, the Shareholders passed the following Resolutions, the first 43 a Special Resolution and the second as an Ordinary Resolution: 4. That it has been proved to the satisfaction of this Meeting ‘that the ‘Company cannot by reason of its liabilities, continue its business and that it Correia to Wind-Up the same andl accordingly that the Company be ‘Wound-Up voluntarily. 2 That B Shah of RE10 be and hereby Is appointed Liquidator of the Company for the purposes of the Winding-Up. + [ should also advise the Meeting that SPW Poppleton & Appleby are the ‘Company's accountants and were intially contacted by the Directors fo convene today's Meeting on 25 March 2011, «Please be advised that the Notices convening the Meeting of the Creditors were Issued on 29 March 2011, «My fees for convening today's Meeting have been agreed with the Director in the aay rest £3,000 plus VAT. These foes are to be paid from the company's assets. + Abreakdown of this fee Is as follows:-Airsteril (UK) Limited ~ Report to all Creditors pursuant to Section 98 of the Insolvency Act 1986 Preparation of the Statement of Affairs £2,500 Plus VAT For the convening of Meeting of Creditors £500 Plus VAT The meeting is advised that the extent of Mr Shah's dealings with the Company and the Director has solely been in relation to the assistance provided in the preparation of this Report. All information for today's meeting has been provided by the Company. The EC Regulations will apply to this Liquidation because the Registered Office 's situated in the UK, a Member of State for the purposes of the EU Regulations, In the absence of proof to the contrary, its centre of main interest is in the UK, STATUTORY INFORMATION + The Company was incorporated on 28 January 2009. + The Company Registered No. is 06804164. = The Principle Business Activity was the supply of sanitised products. * The Company's authorised share capital is £1,000 divided Into 1,000 ordinary shares of £1 each. The issued share cepital of the Company consists of 100 ordinary shares of £1, held as follows: Shareholder No. of Shares Brian Dewsbery 100 TOTAL 100 ‘The Directors holding office in the previous three years are as follows:- Director Appointed Resigned Brian Dewsbery 28/01/2009 Christopher Edwards 01/09/2009 ‘Thomas Reid 18/02/2009 13/11/2009 * The Company Secretary is Ann Dewsbery. ‘The Company's Registered Office Address is Gable House, 239 Regents Park Road, London, N3 3LF and the Trading Address was Unit 6b High Barns Farm, Roxton, Bedfordshire, MK44 SET. Lloyds TSB Commercial Finance Lid have been secured by a debenture incorporating a fixed and floating charge over the Company assets and undertakings. This debenture was created on 16 July 2009 and duly registered at Companies House on 18 July 2009.Airtel (UK) Limited ~ Report to all Crecltors pursuant to ‘Section 98 of the Insolvency Act 1986 4 FINANCIAL INFORMATION Period to 30 ‘June 2008 PROFIT AND LOSS ACCOUNT ©) “Fumover wigs Goal of Sales 70,385 ‘Gross (Loss)/Prott ai 376 Administrative Expenses. Th 642. ‘Operating (Loss0 33.268), "Tax on Profit on Ordinary Actives ri ae the Financial Year Aor aa88) Taxatlon (BALANCE SHEET “Tangible Assels. ED, Tntangible Asst ‘Stoo 5350 Debtors 28,089 (Gash at Bank 4,805, Credtors falling dus within Tyeai) 73,770 “Forel Resale Loss Current Liabiies. Beal Called Up Share Captal 700, Profit and Loss Account Ta268) «The Company made a loss in the period 28 January 2009 to 30 June 2010. «The accounts were approved by the Board on 14 October 2010. + No Director's remuneration was drawn. 5. PREVIOUS AND CURRENT DIRECTORSHIPS «Following a review of information held by Companies House in respect of the coo aad resigned (within the relevant time period) directors, It has been cure tighed thatthe following details are eld in respect of other directorships:- Director Company Namo Company | Director Status Status Bbawsbery | Aisteril (international) Uta ‘Active Aalve C Edwards Deve Lid ative. Active: C Edwards ‘Wise Training Lid ‘Active Active: C Edwards Vital Sealing & Systems Lid Active. Active: C Edwards Mouletec Medial Ltd Active ‘Active ‘CEdwards PP Online Ltd ‘Active ‘Active ‘C Edwards ‘Aicteril (International) Uta ‘Active Resigned C Eawards Zig Zag Coffee Co Ltd Dissoved “These Holdings have been reviewed with the Director and he ‘has confirmed that the information held is correct,Airsteril (UK) Limited — Report to all Creditors pursuant to Section 98 of the Insolvency Act 1986 HISTORY OF BUSINESS The Company was incorporated on 28 January 2009, under Company Registration number 06804154, The Company specialised In the supply of sanitised products. Trading commenced in February 2009. The manufacturers of the units made claims appertaining to its Infection control capabilities and the company submitted the technology for testing to The Health Protection Laboratories at Porten Down on 9" September 2009. The results were excellent apart from 98.8% elimination of airborne bacteria and viruses It achieved up to 56% elimination of surface bacteria in a one hour exposure including MRSA. The results were released into the public domain and within ten days the company received notice that Biozone had written to one of the company’s customers Bunal Cleaning and Hygiene Supplies advising them the company was breaching their Patent and that they would be taking legal action against the Company. This letter effectively stopped Bunz! trading with the company for another eight months even though they did not supply them themselves even falling to supply components Le. lamps On the 29" September the company received the first threats of legal action. The claimants Wallenous Water AB & Biozone Scientific international OY claim that Airsteril(UK) Ltd the defendant has infringed the European patent no 0 800 407 which is owned by the First claimant and licensed by the first claimant to the second claimant. The claimants expected to recover damages of up to £100,000 in the Patents’ Court. On 13" December 2010 McGuire woods served the company with a sealed application notice with a draft order regarding an application to be heard at the Royal Courts of Justice In a three day window commencing on the 9" February 2011 with a witness statement from Michael Tackiey. The Draft order stated that the Defence and Counterclaim herein be struck out or altematively the counterclaim is struck out, together with an order giving the defendant permission to amend its defence. On 9" February 2011 McGuire woods sent the company a Skeleton Argument and the company received a list of costs totaling in excess of £29,600. The judge ordered that the Defence and Counterclaim originally provided be struck out, that the company would be refused permission to serve the Revised Defence, that the defendant had permission to within 28 days to serve a revised defence which should include Grounds of Invalidity and that the prior part be limited to those disclosed in the Revised Defence, ‘The company was also ordered to pay the claimants defence costs, £10,000 as an interim payment, This entire legal episode was a complete shock to the company as It had ‘comprehensive evidence that their patent on Air was invalid yet the company did ot have an opportunity to present anything because it had not followed or understood the correct court protocol,‘ister (UX) Limited ~ Report to ali Creditors pursuant fo Seotion 98 of the Insolvency Act 1986 “The company had secured support from two businass angels who were prepared Ta ‘iavest money in the company to take it to the next stage however both \ tharew their offer of support once they were awae that the company had an immediate lability of £20,000 and a further potential legal costs Habilty of up to prother £60,000 if the case went to a full tral ‘and if the company lost the case damages of another £100,000, Without this extra funding the company could not afford to buy in new stock or pay the first trench of the court costs wd effectively had no choice other than to Pav ge trading which the directors belleve has bece the objective of these two Large International, Companies from day one. The company wrote to the Giaimants on the 18" March with a request for a reetiod of time to pay all the costs Ce date and to try and reach somo aocommodalion 2s the company simply could + tafford to meet the huge costs ofthe Iitgation, “They acknowledged receipt but id not respond so it was decided that a voluntary liquidation was the only route open. ‘Asordingly, | would advise that the Director consulted my firm and having regard {edlvice given, decided to convene meetings of the Company's Members and Grecitors in order to place the Company into Liquidation, Formal notice was sent {oall known Members and Creditors on the 29 ‘March 2009. “The Directors attribute the reasons for failure of the Company to the following:- 4. Unexpected claim for breach of patent. 2. Withdrawal of investors, STATEMENT OF AFFAIRS ‘Attached, you will find a summary of the Directors’ Statement of Affalrs as at the date of Liquidation. please note the following comments regarding the ‘Statement of Affairs: Assets: Debtors —_The Debtors have @ book value of £28,336 and are subject to @ Peteing agreement with Lloyds TSB Commercial Finance Ltd. The debts are tac orated to realise £25,000 and there fs an amount due tithe factors of £19,512. Liabilities: Non-Preferential Creditors ~ The claims of he Trade and Expense Creditors Aee'been extracted from the Company's records and a list is attached to the Bistement of Affairs. Should Creditors’ claims differ from the figures disclosed, tha will not prejudice their claim inthe Liquidation for any additional amount due. DEFICIENCY ACCOUNT ‘tached to the Statement of Affairs, you will find @ Deficiency Account covering the period from 1 July 2010 to 14 April 2011.Alrsterit (UK) Limited ~ Report to all Creditors pursuant to Section 98 of the Insolvency Act 1986 10, LIQUIDATION COMMITTEE A further purpose of this meeting-s-to appoint a Liquidation Committee, if there are Creditors who are willing to be appointed. There are statutory requirements regarding the establishment of such a Committee including a minimum of three and a maximum of five members, POST-MEETING MATTERS Resolutions to be put to the Creditors/Committee The appointment of Mr 8 Shah, of RE10, 165 High Street, Rickmansworth, Herts, WD 1AY as Liquidator of the Company. Creditors present in person or by Proxy to resolve that the Liquidator's remuneration be met from the assets of the Company based upon time properly given by the Liquidator and his staff in attending to matters arising in the Winding-Up and are hereby authorised to draw fees and disbursements [including those as categorised in the revised Statement of Insolvency Practice 9, Category 2] generally on account at their discretion in accordance with this Resolution. A schedule of the firm’s time and disbursement charge out rates was made available to the meeting.Airsteril (UK) Limited — Report to all Creditors pursuant to Section 98 of the Insolvency Act 1986 Airsteril (UK) Limited Deficiency Account Estimated deficiency account for the period from 1 July 2010 to 14 April 2011 @ Balance on reserves as at 30 June 2010 (83,266) (b) Less: Assets Written Down Book Debis (3,338) “(36,602) © Estimated trading and other losses for the period 1 July 2010 to 14 April 2011 (87,191 @ Share Capital write off (100) Total estimated deficiency (93,893)Insolvency Act 1986 Alrsteril (UK) Limited Estimated Statement Of, Affairs as at 14 April 2014 Book Value Estimated to Realise £ £ £ ASSETS Book Debts 28,336.00 26,000.00 Lloyds TEB Commercial Finance Limited (19,312.00) 19,812.00) Surplus old 5,688.00 —— 5,888.00 ‘Surplus bid 5,698. 5688.0 ABILITIES PREFERENTIAL CREDITORS:- Ni sane 5,688.00 DEBTS SECURED BY FLOATING CHARGE PRE 15 ‘SEPTEMBER 2003 OTHER PRE 15 SEPTEMBER 2003 FLOATING CHARGE ‘CREDITORS Nil 5,688.0; Eellmated proscribed part of net property where appieable (lo ‘carry forward) NIL 5588.0 DEBTS SECURED BY FLOATING CHARGE POST 16 SEPTEMBER 2003 Nil 5688.0 Estimated prescribed part of net property where applicable (brought down) Ni 5,688.0 {Ynsecured non- preferential claims (excluding any shorttal to floating charge holders) ‘Trade & Expense Creditors 39,282.00 C Edwards 1,600.00, B Devisbery 43,883.00 Uoyds TSB Bank PLO 14,816.00 99,481.00 {jlimated defilency/surpus 2s regards non-preferental rectors (excluding eny shortfall n respect of F.C's post 14 September 2003) (93,793. (03,793.06) Issued and called up capital Ordinary Shareholders 100.00 400.49 TOTAL SURPLUS)DEFICIENGY) 93,003,0 Page tof 19 Api 2011 084AIRSTERIL (UK) LTD - IN LIQUIDATION (“The Company”) “CREDITORS QUESTIONNAIRE FOR MATTERS REQUIRING INVESTIGATION . Creditor’s Name & Address . Estimated Claim Signature. Position held. {felaim exceeds erdit limit please give details of the basis on which daitional eredit was granted and what comfort, security or assurance Was given to you. | When were you first avwate that there were problems in receiving the money “ue ftom the company? (Please provide any evidence of this e.g, dishonoured cheques ete.) pid you commence legal action to recover the debt due to you? (Please provide details) Ave there any specific matters that you fel should be reviewed by the Liquidator? Date. Contact Telephone Number.Rule 4,73 Proof of Debt — Form 4.25 General Form Airsteril (UK) Limited ~ In Liquidation ‘Date of Winding-Up Order/Resolution for voluntary up 14 April 2011 [Name of ereditor |Cfa company please also give company registration Inunbe),. [Adidtess of creditor for correspondence, [Total amount of claim, including any Value Added {Tex and outstanding uncapitalised interest as at the date the company went into liquidation, [Details of any documents by reference to which the ldebt can be substantiated. (Note: There is no need to lattach them nov but the liquidator may call for any \document ot evidence to substantiate the claim at his discretion as may the chairman or convenor of any Imeeting), |iFamount in 3 above includes outstanding luncapitalised interest please state amount Particulars of iow and wen debt incurred |cifyounced more space append a continu fo this form). mn sheet Particulars of ay security hold, the value of the lsecurity, and the date it was given. [Particulars of any reservation of title claimed in Irespect of goods supplied to which the claim relates, [Signature of ereditor or person authorised to act on his behalf [Name in BLOCK LETTERS [Position with or in rolatio |Address of person signing (if different from 3 above) |Admitted to vote for [Admitted for dividend for le IE [Date [Dato Iciquidator [Liquidator i-sreo-nozueys seres'sth 00°000'01 os zee'ez zersie'yL zozie'6L oo'o0s'. bezee'e> a 9102384 TS SAL -FTe EN ‘UopUOT ‘peOY >Hed sabe Gez ‘ENOH GeO SSL ETY ‘Suegiy 3g “Wnogpay ‘sUET esIOpPEIE Ly ‘Oa € Pry! “eUSpOypeG ‘PONE 12219 ‘eSOID 1090dPOOM ‘SS0IpPY $04 080 BunreoL SauzUa g aTDINMds —G0SO ‘ouquelog uozorg /JeIeNM SMUBIEN —— OO oid wea asi sexo] — 4070 poy eoueuls yejoseutiog gSL SPAT] 0070. spzempa Su 003 ood oun fey sioypaig Kuedwog - q paywry (aN) warsuy Agaiddy 2 uojaiddog MdS