MF Global UK Services Limited (in administration) Report to creditors pursuant to Rule 2.47 of the Insolvency Rules 1986 (as amended) 28 November 2014
Notice: About this Report This Report has been prepared by Blair Carnegie Nimmo, Richard Heis, Michael Robert Pink and Richard Dixon Fleming, the Joint Administrators of MF Global UK Services Limited, solely to comply with their statutory duty under the Insolvency Rules 1986 to provide creditors with an update on the progress of the administration, and for no other purpose. It is not suitable to be relied upon by any other person, or for any other purpose, or in any other context. This Report has not been prepared in contemplation of being used, and is not suitable to be used, to inform any investment decision in relation to the debt of or any financial interest in MF Global UK Services Limited or other companies in the same group. Any estimated outcomes for creditors included in this Report are illustrative only and cannot be relied upon as guidance as to the actual outcomes for creditors. Any person that chooses to reply on this Report for any other purpose or in any context other than under the Insolvency Rules 1986 does so at its own risk. To the fullest extent permitted by law, the Joint Administrators do not assume any responsibility and will not accept any liability in respect of this Report to any such person. Blair Carnegie Nimmo is authorised to act as an insolvency practitioner by the Institute of Chartered Accountants of Scotland. Richard Heis and Michael Robert Pink are authorised to act as insolvency practitioners by the Institute of Chartered Accountants in England and Wales. Richard Dixon Fleming is authorised to act as an insolvency practitioner by the Insolvency Practitioners Association. The Joint Administrators act as agents for MF Global UK Services Limited and contract without personal liability. The appointments of the Joint Administrators are personal to them and, to the fullest extent permitted by law, KPMG LLP does not assume any responsibility and will not accept any liability to any person in respect of this Report or the conduct of the administration. 1
Glossary of terms Administrators Company/MFG Services Directors Group HMRC Memery MFGUK PPF Blair Carnegie Nimmo, Richard Heis, Michael Robert Pink and Richard Dixon Fleming of KPMG LLP MF Global UK Services Limited Aislinn Marion Shaw (resigned 9 February 2012), Richard Warren Moore (resigned 31 January 2012) and Simon William Gardiner (resigned 31 January 2012) MF Global Holdings Limited and subsidiaries HM Revenue and Customs Memery Crystal LLP MF Global UK Limited (in special administration) The Pension Protection Fund Proposals The Administrators Statement of Proposals under Paragraph 49 of Schedule B1 of the Insolvency Act 1986 Report Sixth progress report prepared by the Administrators pursuant to Rule 2.47 of the Rules for the period 1 May 2014 to 30 October 2014 RPO Weil Redundancy Payments Office Weil, Gotshal & Manges The references in this Report to Sections, Paragraphs or Rules are to the Insolvency Act 1986, Schedule B1 of the Insolvency Act 1986 and the Insolvency Rules 1986 (as amended) respectively. 2
Contents Page Executive summary 4 Administrators Proposals and purpose of the administration 6 Progress of the administration 8 Estimated outcome for creditors 12 Future strategy of the administration 14 Appendices 1. Statutory information 2. Administrators time and cost analysis, including schedule of charge out rates 3. Receipts and payments account 4. Schedule of expenses 16 18 22 24 3
Executive summary
Executive summary This Report provides creditors with an update of the progress of the Company s administration for the period from 1 May 2014 to 30 October 2014. The Company and the Administrators continue to work with MFGUK in relation to its staffing needs, although the management agreement has now expired. See page 9 for further information. MFG Services liability to bear a share of the costs of the settlement with the Trustees of the Pension Scheme (reported previously) is subject to an unresolved dispute with MFGUK. The ultimate liability for MFG Services could potentially range between nil and approximately 7.7 million depending on the point of law at dispute. In an attempt to accelerate a solution and minimise costs, both parties have agreed to undertake a consensual application to Court for directions on agreed facts. A hearing date has been set for March 2015. Details are set out on page 9. Notwithstanding the outcome of the directions hearing in relation to the pension settlement liability, based on the expected level of realisations there will be funds available for unsecured creditors. As set out on page 9, realisations in this administration, and accordingly the timing and quantum of distributions to unsecured creditors, are dependent on the timing and quantum of dividends from MFGUK in relation to MFG Services inter-company claim. More significantly, the quantum is additionally dependent on the outcome of the pension settlement liability. The administration will expire on 30 April 2015 which, as explained in this Report, is before we will be able to conclude all outstanding matters. We presently envisage it will be appropriate to move the Company to Creditors Voluntary Liquidation prior to 30 April 2015. However, if circumstances are such that this exit route is not appropriate at that time we will apply to the Court for a further extension to the period of the administration. Further information is provided on page 15. All figures in this Report and its appendices are shown net of VAT, unless otherwise stated. The relevant statutory and supporting information is set out in the Appendices of this Report. Blair Nimmo Administrator 5
Administrators Proposals and purpose of the administration
Administrators Proposals and purpose of the administration The Administrators Proposals were approved without modification at the meeting of creditors held on 5 January 2012. As reported in the Proposals, the Company was placed into administration so that its assets could be realised as advantageously as possible by providing ongoing employee services to MFGUK and seeking to realise value for the inter-company debt, with a view to achieving 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). As previously advised, following an application to the Court, the administration period has been extended to 30 April 2015. The Administrators consider that this is sufficient time to conclude the purpose of the administration and presently intend to move the Company to Creditors Voluntary Liquidation prior to 30 April 2015. However, should it transpire before then that it is more appropriate for the Company to remain in administration the Administrators will seek a further extension from the Court. 7
Progress of the administration
Progress of the administration Strategy update We continue to work with MFGUK in relation to its staffing needs. Staffing requirements at the Company have reduced further over the last six months and it currently employs only two staff who have been retained under retention contracts until 31 December 2014. After this date, the position will be reviewed with MFGUK. Management agreement The management agreement terminated on 30 October 2014, with total contributions of 1 million received from MFGUK. As there are only two remaining employees we have agreed with MFGUK that a new management agreement is not required. This means that the Company will be responsible for meeting all of its costs from 31 October 2014 onwards. Inter-company claim As the majority of employee claims have been adjudicated, we submitted a revised claim into the MFGUK estate of 10.4 million. We advised the Special Administrators of MFGUK that the claim could increase as in addition to the potential for further claims there are some disputed claims totalling 1.1 million. As at 30 October 2014 MFGUK had distributed 76p in the to its unsecured creditors with agreed claims. On 20 November a further distribution took interim dividend payments to 84.5p in the. MFGUK has recently published a revised estimated outcome statement and forecasts the total final dividend distributions to its unsecured creditors to be in the region of 93 100p in the. More information on the dividend from MFGUK can be found in the Special Administrators latest progress report, available on the MFGUK website www.kpmg.co.uk/mfglobaluk. We understand MFG Services claim of 10.4 million has been provided for by MFGUK and the Company will be eligible for a dividend from MFGUK once we are in a position to both submit a final claim and once the outcome of the Company s liability in relation to the pension scheme settlement has been determined, as set out below. Defined benefit pension scheme and legal dispute MFG Services contribution to the pension settlement has been funded by MFGUK by way of a limited recourse loan. This contribution was expected to be deducted from any dividend payable by MFGUK to MFG Services. However, the Administrators have sought legal advice on MFG Services position to challenge whether this contribution, which is now is estimated at 7.7 million, is appropriate. On the basis of the legal opinion received, we concluded it would be appropriate to take legal action if the matter could not be agreed with MFGUK. Consequently, MFG Services attempted to negotiate a settlement which was rejected by MFGUK. However, with the aim of minimising legal costs it was agreed by both parties to seek Court directions on a consensual basis on a set of agreed facts. These facts have been submitted to Court by both parties and a hearing date has been set for March 2015. The outcome of this legal decision will have a material effect on the administration. If we are successful, not having to pay the 7.7 million contribution towards the pension settlement will have a significant impact on the funds available for distribution to the unsecured creditors. For this reason our estimated outcome for unsecured creditors is still presently within the range of 20p to 90p in. Unfortunately, as in all legal actions this could take some time, but we hope that a decision will be reached shortly after the hearing in March 2015. 9
Progress of the administration (cont.) Tax compliance We continue to liaise with and provide returns/make payments to HMRC. There are no outstanding issues. Group personal pension scheme Employer contributions to this AEGON operated scheme are continuing for the two retained employees. Other pension schemes Individual policies have now been assigned to the members of the GNI Group Money Purchase Pension Plan. There is expected to be a refund payable back to the Company once the final stages of the wind-up process has been completed. The Company also participated in a group life scheme, which is continuing for the retained employees. The Company will remain the sole Trustee to the Scheme and a committee has been established to determine who the life benefits should be paid to. Receipts, payments and expenses for the period Receipts and payments made in this period are set out in the attached receipts and payments account (see Appendix 3). The schedule of expenses attached as Appendix 4 details the costs incurred, whether paid or unpaid, relating specifically to this reporting period. Any additional information regarding office holders remuneration and/or other expenses charged for the period is available from the office holder upon request by any secured creditor or any unsecured creditor(s) with at least 5% in value of the unsecured debt in accordance with Rule 2.48A. This request must be made within 21 days of receipt of the Report. In addition, creditors are reminded that the quantum can be challenged by any secured creditor or any unsecured creditors with at least 10% in value (including that creditor's claim) of the unsecured debt by making an application to Court in accordance with Rule 2.109 within eight weeks of receipt of this Report. The full text of these rules can be provided upon request. Legal fees We continue to engage two separate lawyers to advise us on legal matters arising in this administration. Weil is providing general administration advice and Memery is providing advice specifically relating to the inter-company claim with MFGUK, the pension settlement and the legal dispute. 81,711 has been paid in legal costs during this period, 40,855 of this expense has been paid immediately after the period end by MFGUK under the terms of the Management Agreement. Further legal costs incurred in this period, but unpaid to date, are in the region of 10,000 for each of Weil and Memery. From 31 October 2014, with no further support from MFGUK, 100% of legal costs will be borne the Company. Wages and salaries All wages, salaries and related costs to date have been met by MFGUK under the terms of the management agreement. This cost will continue to be met by MFGUK for the current two employees until their employment is terminated. 10
Progress of the administration (cont.) Administrators remuneration The statutory reference provisions relating to remuneration are set out in Rule 2.106. Further information is given in the Association of Business Recovery Professionals publication 'A Creditors Guide to Administrators Fees', a copy of which can be obtained at: http://www.r3.org.uk/media/documents/technical_library/sips/sip9_ew_remuneration_of_insolvency_office_holders.pdf. However, if you are unable to access this guide and would like a copy please contact Giuseppe Parla on 020 7311 8730. Attached as Appendix 2 is a detailed analysis of time spent, and charge out rates, for each grade of staff for the various areas of work carried out from 1 May 2014 to 30 October 2014, as required by the Association of Business Recovery Professionals Statement of Insolvency Practice No. 9. In the period from 1 May 2014 to 30 October 2014, the Administrators and their staff have incurred time costs of 258,740 representing 623 hours at an average hourly rate of 415. These costs include a high proportion of time incurred by senior staff due to the nature of the work undertaken, as explained in this and previous reports. Time costs include work undertaken in respect to tax, VAT, employee, pensions and health and safety advice from KPMG LLP in-house specialists. The basis of the Administrators remuneration was approved by a resolution of creditors at the initial meeting of creditors and fixed by reference to time properly given by the Administrators and their staff in attending to matters arising in the administration. Additionally a resolution was sought allowing the Administrators to draw category 2 disbursements should they arise. These are costs that are directly referable to the appointment in question but not to a payment to an independent third party. They may include shared or allocated costs that can be allocated to the appointment on a proper and reasonable basis, for example, business mileage. A full explanation of these disbursements is set out in the Creditors Guide to Administrators Fees referred to above. Remuneration of 321,364 plus VAT was paid to the Administrators during this period, covering time costs incurred from 1 January 2014 to 30 June 2014. In accordance with the management agreement in place until 30 October 2014 payment was made by MFGUK. 11
Estimated outcome for creditors
Estimated outcome for creditors Preferential creditors Preferential creditors were paid in full on 29 January 2014, totalling 170,876. This was primarily made up of unpaid pension contributions for October 2011 and also holiday or arrears of wages for some employees. Unsecured creditors As explained earlier in the Report, as well as being dependent on the Company s total liabilities, the outcome of the administration for unsecured creditors is also dependent on whether or not the Company is required to make a contribution towards the pension settlement and the amount received by way of a dividend from the special administration of MFGUK in relation to the inter-company claim. The timing of distributions by the Company will be closely linked to receipt of any distribution from MFGUK. At the present time we envisage that unsecured creditors will receive a dividend in the range of 20p to 90p in the. As these two matters will not be resolved until after the present expiry of the administration we anticipate that the dividend to unsecured creditors will be paid during the subsequent liquidation. 13
Future strategy of the administration
Future strategy and extension of the administration Future strategy It is proposed that the Administrators will continue to manage the affairs, business and property of the Company in order to achieve the purpose of the administration. This will include progression of the ongoing matters in this administration, which as explained in this Report will take time to conclude. These include: Finalising the company s share of the pension settlement allocated to it once the court has reached a decision; Reaching an agreement with MFGUK in relation to the company s inter-company position and, in due course, receiving a dividend from MFGUK; Finalising the pension scheme positions; Considering MFGUK s staffing requirements beyond 31 December 2014; Completing the adjudication of unsecured creditor claims and making a distribution to creditors; Finalising the administration, including payment of all administration liabilities; and Dealing with statutory and compliance obligations. The above matters will not all be concluded by 30 April 2015, the expiry of the administration. We presently envisage it will be appropriate to move the Company to Creditors Voluntary Liquidation and thereby avoid the costs of an application to Court to extend the administration and seek approval to distribute funds to unsecured creditors (such Court approval is not required in a Creditors Voluntary Liquidation). Exit from administration As set out above, we presently intend to move the Company from administration to Creditors Voluntary Liquidation prior to 30 April 2015. As set out in our approved proposals Blair Nimmo, Richard Heis and Mike Pink will be appointed as Joint Liquidators without further recourse to creditors. If circumstances are such that a move to liquidation is not appropriate we will apply to Court seeking a further extension to the administration. Future reporting In accordance with Rule 2.47, the Administrators will issue their next progress report prior to 30 April 2015 notifying of the move from administration to liquidation, or if required once a further extension to the administration has been granted by the Court. 15
Appendix 1 Statutory information
Appendix 1 Statutory information Company name MF Global UK Services Limited Company number 06233208 Date of incorporation 1 May 2007 Registered office 8 Salisbury Square, London, EC4Y 8BB Previous address 5 Churchill Place, Canary Wharf, E14 5HU Court High Court of Justice Court reference 9526 of 2011 EC regulation on insolvency proceedings The EC regulation applies and these proceedings are the main proceedings as defined in Article 3 of the EC Regulations Administrators Blair Carnegie Nimmo, Richard Heis, Michael Robert Pink and Richard Dixon Fleming Date of appointment 31 October 2011 Appointer Directors Para 100(2) statement In accordance with paragraph 100(2) all functions or acts to be carried out by the Administrators are to be exercised by all or any one or more of the persons for the time being holding that office Directors Aislinn Marion Shaw (resigned 9 February 2012), Richard Warren Moore (resigned 31 January 2012) and Simon William Gardiner (resigned 31 January 2012) Secretary Vicki Kong (resigned 31 January 2012) Details of share holdings The Company is a wholly owned subsidiary of MF Global Holdings Europe Limited, and is an indirectly, wholly owned subsidiary of MF Global Holdings Limited 17
Appendix 2 Administrators time and cost analysis, including schedule of charge out rates
Appendix 2 Administrators time and cost analysis (from 1 May 2014 to 30 October 2014) MF Global UK Services Limited Partner / Director Manager Administrator Support Total hours Time cost Average hourly rate Administration & planning Cashiering General (Cashiering) 2.00 2.00 632.00 316.00 Reconciliations (& IPS accounting reviews) 0.90 0.90 288.00 320.00 General Books and records 3.10 3.10 744.00 240.00 Fees and WIP 16.70 16.70 4,744.00 284.07 Statutory and compliance Appointment and related formalities 1.00 0.20 2.50 3.70 1,581.00 427.30 Checklist & reviews 4.20 4.20 1,336.00 318.10 Statutory receipts and payments accounts 1.40 1.40 448.00 320.00 Strategy documents 0.70 2.00 2.70 1,003.00 371.48 Tax Post appointment PAYE 0.70 0.70 308.00 440.00 Post appointment VAT 0.30 0.30 96.00 320.00 Creditors Creditors and claims Agreement of unsecured claims 0.30 93.10 266.70 0.50 360.60 129,508.50 359.15 General correspondence 2.40 2.40 768.00 320.00 Statutory reports 2.50 22.60 19.50 44.60 20,282.00 454.75 Employees DTI redundancy payments service 0.60 3.00 3.60 1,224.00 340.00 Pension funds 99.40 99.40 54,274.00 546.02 Pensions reviews 10.20 0.40 10.60 5,518.00 520.57 Note: Source: All staff who have worked on this assignment, including cashiers and secretarial staff, have charged time directly to the assignment and are included in the analysis of time spent. The cost of staff employed in central administration function is not charged directly to the assignment but is reflected in the level of charge out rates. Administrators records. 19
Appendix 2 Administrators time and cost analysis (from 1 May 2014 to 30 October 2014) (cont.) MF Global UK Services Limited (cont.) Partner / Director Manager Administrator Support Total hours Time cost Average hourly rate General analysis Trading HR 64.50 64.50 35,475.00 550.00 Investigation Investigations Mail redirection 1.00 1.00 125.00 125.00 Realisation of assets Asset Realisation Debtors 0.70 0.70 385.00 550.00 Total in period 623.10 258,739.50 415.25 Note: Source: All staff who have worked on this assignment, including cashiers and secretarial staff, have charged time directly to the assignment and are included in the analysis of time spent. The cost of staff employed in central administration function is not charged directly to the assignment but is reflected in the level of charge out rates. Administrators records. 20
Appendix 2 Summary of charge out rates in operation during the course of the administration Summary of charge out rates in operation during the course of the administration 1 May 2014 to 30 October 2014 Restructuring, Tax, Pensions and Forensics Partner 765 Director 670 Senior Manager 550 Manager 440 Senior Administrator/Assistant Manager/Consultant 320 Administrator 240 Support staff 125 Source: KPMG LLP records. Summary of disbursements Accommodation and subsistence 60.00 Total 60.00 Source: KPMG LLP records. 21
Appendix 3 Receipts and payments account
Appendix 3 Administrators abstract of receipt and payments Administrators abstract of receipt and payments Asset realisations Statement of Affairs Estimated to realise (a) 1 May 2014 to 30 October 2014 Total 31 October 2011 to 30 October 2014 Inter-company receivables - MFGUK Uncertain - - Legal contribution from MF Global UK Ltd - 266,411.90 Cash at bank Uncertain - 652,091.92 Management fees - 1,000,000.00 Staff loans and advances Uncertain - - Corporation tax Uncertain - - - 1,918,503.82 Other realisations Gross interest 2,282.36 11,645.48 Sundry refunds (b) (13,746.86) 9,421.08 Dividend income - 106.20 (11,464.50) 21,172.76 Cost of realisations Legal fees 81,710.87 624,279.52 Professional fees 46.15 113.60 Irrecoverable VAT 4,043.70 30,944.89 Statutory advertising - 990.90 Bank charges 40.00 315.00 (85,840.72) (656,643.91) Preferential creditor dividend - (170,875.92) (97,305.22) 1,112,156.75 Represented by Floating charge VAT receivable 94,121.15 Floating charge current 1,101,426.19 Floating charge VAT payable (78.39) Floating charge VAT control (83,312.20) 1,112,156.75 Note: The Administrators have received remuneration of 321,364 in the period covered by this Report. Total remuneration received from MFGUK for this engagement is 2,244,497. This remuneration was paid by MFGUK in accordance with the Management Agreement and is therefore not reflected in the Company s receipts and payments account. Note: (a) There are no estimated to realise figures as the directors had detailed all assets as uncertain per their Statement of Affairs. (b) There are two sums that make up the negative sundry refund of 13,746.86. 11,752.12 of sundry refunds relates to funds received by MFG Services in error from Friends Life in the previous reporting period and paid back to MFGUK in this reporting period, on 6 May 2014. The balance of 1,994.74 relates to a further receipt received in error from Bupa in the previous reporting period and paid back to MFGUK during this reporting period, on 13 May 2014. Source: Administrators records. 23
Appendix 4 Schedule of expenses
Schedule of expenses Schedule of expenses 1 May 2014 to 30 October 2014 Paid Accrued Total for period Cost of realisations Legal fees 6,711 20,000 26,711 Administrators remuneration - 150,741 150,741 Administrators disbursements - 60 60 Irrecoverable VAT 4,044-4,044 Bank charges 40-40 Professional fees 46-46 Total 10,841 170,801 181,642 Source: Administrators records. Notes The figures in the paid column above relate to costs incurred and paid in the period. Accordingly these figures do not include payments made in the period that relate to accruals notified in previous reports. Administrators remuneration The Administrators remuneration was approved at a meeting of creditors held on 5 January 2012, in accordance with Rule 2.106. Details of the Administrators' time costs incurred in this period are set out in the attached Report, supported by an analysis of time costs and expenses included at Appendix 2. The accrual above shows time costs incurred to 30 October 2014 that have not yet been paid. As already stated, in accordance with the terms of the Management Agreement in place until 30 October 2014, the Administrators remuneration is being paid by MFGUK. KPMG Restructuring policy for the recovery of disbursements Where funds permit the officeholder will look to recover both category 1 and category 2 disbursements from the estate. For the avoidance of doubt, such expenses are defined within SIP 9 as follows: Category 1 disbursements: These are costs where there is specific expenditure directly referable both to the appointment in question and a payment to an independent third party. These may include, for example, advertising, room hire, storage, postage, telephone charges, travel expenses, and equivalent costs reimbursed to the officeholder or his or her staff. Category 2 disbursements: These are costs that are directly referable to the appointment in question but not to a payment to an independent third party. They may include shared or allocated costs that can be allocated to the appointment on a proper and reasonable basis, for example, business mileage. Any disbursements paid from the estate are disclosed within the attached summary of disbursements. Category 2 disbursements charged by KPMG Restructuring include mileage, this is calculated as follows: Mileage claims fall into three categories: 1. Use of privately-owned vehicle or car cash alternative 45p per mile 2. Use of company car 60p per mile 3. Use of partner s car 60p per mile Creditors request for further information Creditors are advised that any additional information regarding other expenses charged for the period is available from the Administrators upon request by any Secured Creditor or any unsecured creditor(s) with at least 5% in value of the unsecured debt in accordance with Rule 2.48A. This request must be made within 21 days of receipt of the attached Report. In addition creditors are reminded that the quantum can be challenged by any Secured Creditor or any unsecured creditor(s) with at least 10% in value (including that creditor s claim) of the unsecured debt by making an application to Court in accordance with Rule 2.109 within eight weeks of receipt of the attached Report. The full text of these rules can be provided upon request. 25
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