Anyone heard any news on this company, I hear that the Liquidators are writing out to shareholders at the moment ?

About 40 pages below issued from MTP which I have copied from electronic documents curtesy of pricilla over at advfn

MOTIONPOSTER Plc
PROPOSALS BY THE DIRECTORS FOR A COMPANY VOLUNTARY ARRANGEMENT (“CVA”)
(pursuant to the Insolvency Act 1986 Section 1 and the Insolvency Rules 1986, as amended)
SUMMARY
The success of the CVA is subject to MotionPoster Plc (“the Company”) being able to complete a placing of New Ordinary Shares which is dependant on creditors and shareholders accepting the proposals, the shareholders approving the reorganisation and reduction of the issued share capital and empowering the directors to allot and issue the requisite number of New Ordinary Shares as envisaged in the Arrangement.

The Supervisors will deal with the realisation of certain assets including inter company debts. If no recovery is made from the included assets, the funds introduced from the placing of New Ordinary Shares will be limited to the amount required to satisfy the Excluded Secured Creditors, preferential claims and Unsecured Creditors up to a maximum of 10p in the pound but will be limited to 750,000 plus costs and interest accruing to Excluded Secured Creditors. It is intended the funds introduced following the placing of New Ordinary Shares are to be paid to the Supervisor within a maximum of six months of the approval of the CVA. Whilst not part of the CVA proposal, it is intended that the current share capital in issue will be consolidated and subdivided with every six Ordinary Shares of 1p each being converted into one New Ordinary Share of 1p nominal value and one Deferred Share of 5p nominal value.

The funds introduced will be used to make payment in full to certain Secured Creditors totalling approximately 507,666 plus accruing interest and to preferential claims estimated at 41,500, with the balance being available for Unsecured Creditors, which is estimated to equate to a maximum dividend of 10p in the pound.
The remaining Secured Creditors, totalling approximately 1.3m, are being offered New Ordinary Shares at a conversion price of 1p per share. There is also the option for Ex-Employees to have the full value of their unsecured claim converted into New Ordinary Shares at 2p per share.
The above compares favourably to a liquidation scenario as, after the fees and costs of liquidation, current estimates suggest that there would be no dividend to Unsecured Creditors. If the CVA is rejected, the directors will take steps to place the Company into liquidation.
Creditors and shareholders are strongly urged to vote in favour of the proposals at the meeting which Mr L.R. Bailey and Mr J.P. Redmond of Numerica, Stoughton House, Harborough Road, Oadby, Leicester are requested as Nominees to convene pursuant to the Insolvency Rules 1986.

MOTIONPOSTER Plc
PROPOSAL DOCUMENT – CONTENTS
1. Brief History of the Company
2. Present Financial Position of the Company
3. Reasons for the Proposed CVA
4. The Proposal
5. Further Terms of the Proposal
5.1. Details of the Nominee and Supervisor
5.2. Creditors’ Claims
5.3. Dividends and Distributions
5.4. EEC Regulations
5.5. Unclaimed Dividends
5.6. Duration
5.7. Nominee’s Fees
5.8. Supervisor’s Fees
5.9. Guarantees
6. General
6.1. Assets
6.2. Excluded Liabilities
6.3. Secured Creditors
6.4. Preferential Creditors
6.5. Unsecured Creditors
6.6. Contingent Creditors
6.7. Connected Creditors
6.8. Prior Transactions
6.9. Creditors Committee
6.10. Windfall
7. Conduct of the Business
8. Powers and Functions of the Supervisors
9. Variation
10. Vacancy in Office
11. Default and Termination of the Arrangement
12. Why creditors (and shareholders) should vote for the proposals
APPENDICES
I Definitions
II Estimated Statement of Affairs as at 30 September 2003
III Minimum / Maximum Share Conversion schedule
IV Ex -Employees
V Creditors Guide to Supervisor Fees


MOTIONPOSTER Plc
STATEMENT OF PROPOSALS BY THE DIRECTORS
I, the undersigned, on behalf of the Board of Directors (“the Directors”) of the Company propose that the Company enter into a CVA pursuant to Part 1 of the Insolvency Act 1986.
In this proposal, the various meanings of the words and expressions are set out in Appendix 1 of the Proposal.
1. Brief History of the Company
1.1 The Company was incorporated as a private limited company in England and Wales on 12 March 1986 as Fettleland Limited with company registration number 1998781. By Special Resolution the Company changed its name to Westminster Scaffolding Group Limited, and subsequently re – registered as a public company in England and Wales as Westminster Scaffolding Group plc on 7 June 1989. The Company changed its name on to MotionPoster plc on 29 March 2000.
1.2 MotionPoster plc is a Holding Company of a group of companies whose principal activity is to exploit a new advertising medium, being silent animated advertisements viewed by train passengers travelling in a tunnel.
1.3 During 2001 the Company’s shares performed remarkably well, reaching a high of 34p and a market capitalisation of 47.5 million on 1 June 2001. The Company was AIM share of the year for 2001. On 18 April 2002 the Company appointed HSBC as Nomad and Broker and planned a further placing for ca. 5 million. In the event the Company’s share price started to deteriorate rapidly during May and June 2002. HSBC informed the Company that they would not be able to deliver the planned placing and, moreover, advised that they would be resigning as Nomad and Broker.
1.4 On 10 July, 2002, the Company’s shares were suspended from trading on AIM as a result of a decision by the Company’s bankers, Bank of Scotland (“BoS”), to reduce the Company’s overdraft facility from 1 million to 600,000. The Company’s shares were subsequently de-listed from AIM on 11 February 2003.
1.5 Prior to, and following, the suspension of share trading a number of efforts were made to re-finance the Company. However, by September 2002 it had become clear to the Board that such efforts were not likely to be successful, primarily on account of the Company’s high level of indebtedness, then standing at approximately 3.2 million. The directors therefore invited BoS to appoint a receiver under the terms of their debenture granted by the Company but this invitation was declined. Following this, on 18 October 2002, a consortium (of which Jeremy Arnold is a member) acquired the Company’s debt due to BoS, together with all its relevant security, in consideration for a cash payment of 490,000. Between 20 and 22 October 2002, Lord Napier, the then Chairman of the Company, and Mr. Martin Copus, the then Chief Executive Officer, resigned from the Board and Jeremy Arnold assumed the position of Executive Chairman.

1.6 Since that time, the Directors’ have been in talks with the Company’s creditors with a view to reaching compromises with them which the Board believe will enable the Company to move forward and place MotionPoster plc in a better position to effect a refinancing and, hopefully, a re-quotation of the Company’s shares on a regulated market.
1.7 It was concluded that the way forward was to put together a CVA for the creditors to approve.
2. Present Financial Position of the Company
2.1 As required by the Insolvency Rules 1986, details of the assets and liabilities of the Company as at 30September 2003 are set out in the Estimated Statement of Affairs attached as Appendix II, together with accompanying notes.

2.2 As can be seen from the Estimated Statement of Affairs in a liquidation scenario, the Company’s liabilities exceed assets by 3,694,000.

2.3 With regard to the provisions of Section 176(A) of the Act the prescribed part is to be dis-applied in this proposed CVA as there are no realisations from qualifying floating charges

3. Reasons for the Proposed CVA
3.1 The Directors believe the CVA is desirable because:
3.1.1 The return to creditors is anticipated to be greater than would be likely in a Liquidation because of the funds being introduced by the placing of New Ordinary Shares. This is also the case after taking into account the possible realisation from certain assets including inter company debts and a possible VAT refund as these recoveries would not be available to Unsecured Creditors due to the prior claims of Secured Creditors.
3.1.2 Further funding is conditional on limiting payments being made to CVA Creditors to an absolute maximum of 750,000 plus costs and accruing interest to the Excluded Secured Creditors and the investments in subsidiaries being excluded from the arrangement. It will also allow existing development sites to be completed and further sites to be established.
4. The Proposal
4.1 It is proposed that
4.1.1 The Company will continue to trade under the control of the Board.


4.1.2 Subject to approval by shareholders at an EGM to the reorganisation and reduction of the issued capital of the Company and to shareholders’ empowerment of the Company’s directors to allot and issue New Ordinary Shares, the Company shall raise capital for the ongoing business by way of a placing. New Ordinary Shares will also be issued in settlement of various Secured Creditors and will be an option for Ex-Employees in respect of any unsecured element of their claims.
4.1.3 From the placement of New Ordinary Shares, which may raise a total of 2m net of costs, sufficient funds will be introduced into the CVA to enable the Excluded Secured Creditors who require payment in full to be paid together with preferential claims and Unsecured Creditors up to 10% cash dividend. The funds to be introduced from the placing into the CVA shall be limited to 750,000 plus costs and interest accruing to Excluded Secured Creditors.
A summary of the estimated maximum funds required in the CVA from the placing of New Ordinary Shares before costs is set out below:-
’000
Excluded Secured Creditors 508
Preferential Creditors 42
Unsecured Creditors - trade and expenses 91
- loan note holders 29
- ex-employees 57
-HMCE / Inland Revenue 10
737
4.1.4 It should be noted that the above does not take into account funds realised from assets included in the CVA.
4.1.5 Should the funds from the placing be made available before any of the assets are realised it is proposed that these assets be returned to the Company or taken out of the CVA as the Supervisors will have sufficient funds to discharge the claims of the various creditors under the terms of the CVA. Also should part of the assets be realised but not all, then the funds received from the placing of New Ordinary Shares will be limited to such amount as to equal total funds within the CVA of 750,000 plus costs and interest accruing to Excluded Secured Creditors and the balance of the unrealised assets returned to the Company.
4.1.6 Preferential creditors will be paid in full.

4.1.7 The Unsecured Creditors which include loan note holders and Ex-Employees will receive a dividend of up to 10% of their agreed claim. However the Ex-Employees will be given the option to convert the whole of the unsecured element of their claim into New Ordinary Shares at 2p per share.
4.1.8 The Ex-Employees will be requested to advise the Supervisors within three months of the approval of the CVA if they wish to take up the conversion to shares option. Failure to notify the Supervisors by the three month deadline will only entitle the Ex-Employee to receive the cash dividend .
4.1.9 The New Ordinary Shares will be issued within four months of the approval of the CVA and it will be the responsibility of the Company Secretary to issue these shares.
4.1.10The raising of capital is subject to shareholder approval and if not given will be a default of the Arrangement and the Company will be placed into Liquidation.
4.1.11Excluded from the CVA are all motor vehicles, fixtures fittings and office equipment, cash at bank and investments in subsidiaries as these are considered essential for the placing and ongoing business.
4.1.12The realisations in the CVA, including funds introduced from the placing of New Ordinary Shares will enable the Supervisors, on behalf of the Company to:
i). firstly, settle the fees, costs and expenses of the Nominees and Supervisors and (after discharge of such fees, costs and expenses) the fees, costs and expenses of the financial and legal advisors to the Company in relation to the proposal and the Arrangement,
ii). secondly, to make a payment to each Preferential Creditor of the full amount owed to that creditor, whose claims will be agreed by the Supervisors,
iii). thirdly, to make payment in full to the Excluded Secured Creditors whose claims are set out at 6.2.2 below,
iv) fourthly, to make a payment of up to 10 pence in the pound to the Unsecured Creditors including those Ex-Employees who opt for the cash dividend.
4.2 These proposals to be subject to such modifications or conditions as the Court may approve or impose.
4.3 Attached at Appendix III is a schedule setting out the revised shareholding based upon the claims set out in the estimated Statement of Affairs and assume three scenarios – 100%, 50% and no take up by Ex-Employees of the share option. It should be noted that the schedule does not take account of the issue of a maximum of 115,000,000 further New Ordinary Shares that would arise from the proposed placing or of the execution of deeds of share options already approved by the Directors.
5. Further Terms of the Proposal
5.1 Details of the Nominees and Supervisors
5.1.1 Mr L R Bailey and Mr J P T Redmond are the Nominees and proposed Supervisors, for the purpose of acting in relation to and supervising the implementation for the Arrangement.
5.1.2 Mr L R Bailey and Mr J P T Redmond of Numerica, Stoughton House, Harborough Road, Oadby, Leicester, LE2 4LP are Licensed Insolvency Practitioners and have informed the Directors that they are qualified under the Insolvency Act 1986 to act as an Insolvency Practitioners in relation to the Company, and in so far as the Directors are aware, they are so qualified.
5.1.3 Mr L R Bailey is authorised by the Insolvency Practitioners Association to act as an Insolvency Practitioner and Mr J P T Redmond is authorised by the Institute of Chartered Accountants of England and Wales to act as an Insolvency Practitioner.
5.1.4 The Nominees or Supervisors will have no personal liability hereunder on any account whatsoever in relation to either the proposal or the CVA
5.2 Creditors’ Claims
5.2.1 The payment of the cash dividend of up to 10% to Unsecured Creditors or in the case of Ex-Employees the share option the allocation of New Ordinary Shares to Ex-Employees is deemed as full and final settlement of all Unsecured Creditors claims and no action can be taken by the Unsecured Creditors or Ex-Employees against the Company upon acceptance of the CVA.
5.2.2 CVA Creditors are required to lodge a Notice of Claim with the Supervisors within two months of the approval of the CVA. The Notice of Claim will be distributed by the Supervisors within 14 days of the approval of the CVA. The Supervisors may exclude from any distribution Unsecured Creditors who fail to notify them of the amount of the CVA Debt claimed by them within two months of the date of approval of the Arrangement.


5.2.3 All contingent and/or unascertained creditors of the Company will be considered by the Supervisors and where such claims are agreed and admitted shall be deemed to be CVA Creditors and will be settled in such manner as is appropriate to such creditors in full and final settlement of such contingent and/or unascertained claims (provided always that the Supervisors may exclude from any distribution Unsecured Creditors who fail to notify him of their claims within two months of the approval of the Arrangement).
5.2.4 Pre-appointment interest will only be claimable if in line with the definitions set out in Rule 4.93 of the Insolvency Act 1986.
5.3 Dividends and Distributions
5.3.1 Settlement of claims admitted and agreed will be within the discretion of the Supervisors. However, the distribution to the CVA Creditors will be made at the end of the ninth month following the approval of the Arrangement, or earlier if funds are available and claims are agreed prior to that date.
5.3.2 Any creditor who does not receive notice of the Arrangement will now be bound by the terms of the CVA. The Supervisors will consider any such claims and they will be treated in the same way for dividend purposes.
5.4 EEC regulations
5.4.1 It is considered that the EEC regulations on insolvency proceedings apply to this proposal and further these will be the main proceedings as defined under Article 3 thereof because the Arrangement takes place in the member state which is where the centre of the Company’s main interest is situated.
5.5 Unclaimed Dividends
5.5.1 If at the date when the Supervisors issue their Completion Certificate there are any cheques that have not been presented for payment, the Supervisors shall give 15 days notice to any such creditors advising that at the end of that period, the unpresented amounts will be repaid to the Company together with details of the creditors concerned. The Company will not be liable to the creditors concerned for these amounts. The Supervisors shall have no further duties, obligations or liabilities to those creditors.
5.6 Duration
5.6.1 The Arrangement is expected to end one year following its approval or sooner if all matters are concluded earlier. The Supervisors may extend the duration if in their opinion this is necessary for the satisfactory completion of the Arrangement.
5.6.2 The Arrangement will continue for as long as it is necessary to agree the liabilities, make payments to creditors as appropriate, issue the New Ordinary Shares and deal with any matters arising.
5.7 Nominees Fees
5.7.1 The amount of remuneration to be paid to the Nominees (as such) will be a fee of 12,500 plus VAT together with the reimbursement of expenses defrayed in carrying out his duties including those relating to professional advise provided to the Nominees and any balance outstanding at the acceptance of the CVA will be paid as an expense of the Arrangement.
5.8 Supervisors Fees
5.8.1 The Supervisors will be remunerated by a fee calculated at the hourly charging out rate used by their firm, to be drawn from time to time at their discretion and are estimated at 25,000 plus VAT. All expenses incurred by them in supervising this Arrangement will be paid out of the monies made available to the Supervisors from the Company.
5.8.2 Supervisors disbursements will be charged to the estate as follows:
External disbursements at the actual cost at which they are incurred.
5.8.3 Attached as Appendix V is a creditor’s guide to Supervisors’ fees.
5.8.4 The figures referred to in 5.7 and 5.8 above have been calculated on the basis that the day to day running of the business will be the responsibility of the Directors.
5.9 Guarantees
5.9.1 The Director, Mr J Arnold has given a personal guarantee to a secured creditor, H Matheson/Ristol Ltd.
5.9.2 Neither the Directors of the Company or other persons connected with the Company have given any other guarantees regarding the Company’s debts, or propose to give any guarantees or security for the purposes of the Arrangement.
5.9.3 No further guarantees or other security will be given by the Directors, shareholders or any third party in relation to the Arrangement or the debts owed to the CVA Creditors although this will not preclude the Company from obtaining facilities or credit after the proposal is approved and security may be given or sought in respect thereof but only with the prior approval of the Supervisors.



6. General

6.1 Assets
6.1.1 Apart from the motor vehicles, fixtures and fittings, office equipment, investments in subsidiaries and cash at bank, no other assets of the Company are to be excluded from the Arrangement. The excluded assets are to be retained by the Company for use in the normal course of future trading. Those assets included in the CVA are to be vested in the Supervisors.
6.1.2 Funds raised from the realisation of the assets will be used to discharge certain claims in the Arrangement, as set out above. It is intended that should the funds become available from the placing of New Ordinary Shares to discharge all the terms of the CVA then the unrealised assets will be returned to the Company.
6.2 Excluded Liabilities
6.2.1 Four of the Secured Creditors with claims totalling 507,666 (as detailed below) advanced funds to the Company after the action taken by BoS on condition that they would be repaid in cash rather than shares. In order to prevent these creditors taking precipitate action that would be detrimental to the creditors as a whole, it has been decided to settle these claims in full, together with accruing interest, in the Arrangement.
6.2.2 The Excluded Secured Creditors are:

Gresham House Plc/WIIT/JMFinn 169,983
H Matheson/Ristol Ltd 316,813
P Moncreiffe 10,435
J Whitlam 10,435
507,666







6.3 Secured Creditors
6.3.1 There are two securities held by Creditors. The first is by a consortium of ten who settled the debt due to BoS and obtained an assignment of the bank’s charge with a balance outstanding at 30 September 2003 of 620,558. The other charge was granted to Jeremy Arnold dated 17 July 2002 and secures both loans made to and expenses paid on behalf of the Company. It should be noted that Mr Arnold also raised funds from various third parties, which he introduced into the Company. As part of these arrangements those third parties were granted partial assignment of the security held by Jeremy Arnold. A summary of the members of the consortium and those that have a partial assignment of security are attached to the Statement of Affairs each of these parties are deemed for the purposes of the CVA to be a Secured Creditor.
6.3.2 As detailed in paragraphs 6.2.1 and 6.2.2 above, the Company has agreed to settle in full the sums due to the Excluded Secured Creditors to protect the interests of other creditors from the danger of them enforcing their security.
6.3.3 The other Secured Creditors, which total 17, are waiving their security, subject to the approval of the Arrangement, and will convert the principal sum and accruing interest into New Ordinary Shares at a conversion price of 1p per share.
6.4 Preferential Creditors
6.4.1 The claims of the Preferential Creditors are estimated at 41,575 and will be paid in full subject to agreement of their claim by the Supervisors.
6.5 Unsecured Creditors
The current claims of the Unsecured Creditors as estimated at 1,880,413 are detailed in Appendix II and include Loan Note Holders and Ex- Employees claims.
6.6 Contingent Creditors

6.6.1. The directors are aware of sixty-four contingent creditors, which for voting purposes have each been included as having a claim of 1. The contingent creditors include liabilities potentially arising from supplies by third parties to overseas subsidiary companies. Although no legal obligation to the contingent creditors currently exists the claims have been included in the event that creditors may seek to recover sums from the Company in respect of their dealings with the overseas subsidiaries. All such claims, both with regard to current debts and/or future payments, shall fall within the CVA and not outside.

6.6.2 In the event that the liabilities in 6.6.1 or any of them do not arise or become payable during the term of the Arrangement, then the liabilities which have not arisen or become payable as aforesaid shall forthwith be determined within the Arrangement at nil value on a full and final settlement basis and no further claims howsoever arising from or connected therewith shall be made by the relevant contingent creditor.
6.7 Connected Creditors
6.7.1 Jeremy Arnold, Chairman is owed 1,562,042, which is divided as to 1,211,105 under his own security and 350,937 as part of the Consortium which settled the BoS debt. As referred to at 6.3.1 above 650,495 was introduced by him from funds received from third parties. This amount is included in the Secured Creditors. Mr Arnold has agreed to convert his own share of the secured debt into New Ordinary Shares valued at 1p a share (see para. 6.3.3).
6.7.2 The following are all directors or former directors of the Company and will, together with Company Secretary rank for dividend as Unsecured Creditors.

Mr C Holden
Mr R Fishlock
Mr A Bates
Mr M Copus
Lord Napier of Magdala
Mr M Pelham
Mr J Meynell
Mr S Sinclair (Company Secretary)

6.7.3 In addition there remains a balance due to Butts Enterprises Limited which is controlled by Jeremy Arnold. Also the subsidiary companies who are currently owed money by the Company will not claim in the Arrangement and will waive any dividends due from the Arrangement.
6.7.4 There are a number of Loan Note Holders and Secured Creditors who are connected to either the Company or Jeremy Arnold. Apart from these there are no other Creditors who are connected persons within the meaning of Section 249 of the Act.


6.8 Prior Transactions
6.8.1 To the best of the knowledge of the Directors, there are no circumstances giving rise to the possibility, in the event that the Company goes into liquidation, which would justify a claim under any of the following sections of the Insolvency Act 1986.
Section 238 (transactions at an undervalue)
Section 239 (preferences)
Section 244 (extortionate credit transactions) and
Section 245 (invalid floating charges)

6.8.2 Should the Supervisors become aware of any transaction which may give rise to claims under the above sections then they will consider whether it is in the creditors’ best interests to continue with the CVA or to place the Company into Liquidation.
6.9 Creditors Committee
6.9.1 In the event that a creditors committee is established, it must comprise not less than three and no more than five members, who are creditors bound by the Arrangement. The Rules contained within the Insolvency Rules 1986 relating to a Liquidation Committee in a Liquidation scenario will apply in this instance as if the Supervisors were Liquidator and the Arrangement were a Liquidation. There is no requirement however for the Certificate of Constitution or Amendment of the Committee to be filed at Companies House.
6.9.2 The function of the Committee will be to assist the Supervisors in their functions and will act as agreed from time to time. In addition, the Committee will have the power to approve, on behalf of all creditors, action taken or to be taken by the Supervisors. This however, does not include any variations to the terms of the Arrangement which will require approval of creditors as discussed in Section 9 of this document.
6.10 Windfall
6.10.1 The Company will advise the Supervisors if in the duration of the Arrangement it receives or becomes entitled to any windfall gain or assets or property which is not included in the Arrangement. Any such windfall will therefore become part of the Arrangement and will be utilised by the Supervisors to make distributions to the creditors. Any associated costs and taxation arising will become a first charge on the assets or realisations. This excludes any monies raised to fund the ongoing business.
7. Conduct of the Business

7.1 During the continuance of the Arrangement, the Company shall carry on its business on its own account in its own name or under any trade or other names in which it was conducting business immediately before the approval of the CVA.
7.2 New Creditors will be paid by the Company in accordance with their normal terms of business or alternative agreement reached with the Company and VAT and PAYE returns are to be completed on time. Responsibility for this rests with the Company and not the Supervisors.
7.3 For as long as the Arrangement shall be in force:
7.3.1 The Directors and any officers of the Company, both current and future shall provide at such times and in respect of such periods as the Supervisors may require (and unless the Supervisors otherwise requires, information shall be provided on a quarterly basis) such information relating to the Company as the Supervisors may require.
7.3.2 The Directors and any officers of the Company, both current and future shall procure that the Company shall not take any action to prejudice the implementation of the Arrangement.
7.4 In the event that, for any reason, the Directors of the Company, after consultation with the Supervisor, determines that it is in the best interests of the CVA Creditors that the business be discontinued, then the Company shall cease to conduct its business at a time which shall be agreed between the Directors and the Supervisors or, in default of agreement, as and when directed by the Supervisors, and the Supervisors shall then issue a Certificate of Non-Compliance.
7.5 The Company shall conduct its business as principal and shall be solely responsible for any liabilities incurred whether before or after the approval of the CVA and nothing in the Arrangement shall affect the right of any person to take proceedings in respect of sums that become due from the Company as a result of any transaction or event occurring after the date of the approval of the Arrangement other than as a result of any liability contingent or future as at the date of the CVA is approved becoming actual or present and which contingent or future liability the CVA takes into account.
7.6 The Directors shall not dispose of the business or undertaking of the Company without the written agreement of the Supervisors.
8. Powers and Functions of the Supervisors
8.1 The Supervisors shall open one or more Bank account(s) at a branch or branches of a recognised Bank in the name of the Supervisors. They shall pay into such accounts funds received by them in respect of their functions as Supervisors and may apply funds to the Creditors and to make payments or distributions contemplated by the Arrangement. The Supervisors shall be entitled to place the funds on deposit with any recognised Bank or invest the funds in recognised government securities as they consider appropriate.
8.2 All funds held by the Supervisors are held on trust for the CVA Creditors bound by the terms of the Arrangement. Any tax liability arising from the funds held by the Supervisors should be paid as an expense of the Arrangement.

8.3 The functions of the Supervisors are set out below:-
(a). Realise the assets included in the CVA.
(b) Ascertain the CVA Debts and the amount of such debt and liability due to each CVA Creditor.
(c). Supervise distributions to the CVA Creditors.
(d). Supervise where monies distributable in respect of the creditors are banked.
(e). Agree all claims of the Preferential Creditors.
(f). Agree all claims of the Excluded Secured Creditors.
(g). In realising assets and the claims of CVA Creditors, be deemed to have such power as they would have if the Company was being Wound Up as in a Creditors Voluntary Liquidation and they were the Liquidators, duly appointed under the provision of the Act. For the avoidance of doubt, they will be deemed to have such power as is conferred on a Liquidator by Section 165 and Schedule 4 of the Act, including those powers which, in a Liquidation, can only be exercised with the sanction of the Creditors Committee.
(h). Deal with all administrative matters in relation to the Arrangement including compliance with the duties imposed upon them by Rules 1.26, 1.27 and 1.29 of the Insolvency Rules 1986 as amended.
(i). Discharge from the funds all fees, costs, charges and expenses out of funds coming into his hands incurred for any of the purposes of the Arrangement as defined in Rule 1.28.
(j). Make distributions to CVA Creditors in accordance with the priority each class of creditor would enjoy if the Company was in Creditors Voluntary Liquidation in full and final settlement of the claims of the CVA Creditors against the Company.
(k). Do all that appears appropriate to them to be done in order to give effect to the proposals as accepted by the CVA Creditors and, subject to the rights of the Company and its CVA Creditors contained in Section 7(3) of the Act, be and is authorised to take such action and enter into such agreements as they think fit in order to protect the best interests of all those concerned in the Arrangement, notwithstanding that such action may differ from the course of action anticipated in the proposal.
(l). The Supervisors may, in their absolute discretion, take such lawful action as they shall deem fit for the implementation of the Arrangement.

9. Variation
9.1 The Supervisors may convene meetings of creditors and members for the purpose of varying the Arrangement. To any such meetings, the following provisions shall apply:
9.3.1 not less than 14 days' notice must be given to the creditors and members respectively insofar as they and their respective addresses are known to the Supervisors.
9.3.2 the Supervisors shall send with the notice of the meetings a report stating the reasons for the proposed variation and the expected effect of it on the Company and the creditors.
9.3.3 the notice shall be accompanied by forms of proxy and shall state the date and time (being not earlier than noon on the business day before the day for which the meetings have been convened) by which completed forms of proxy must be lodged with the Supervisors.
9.3.4 Rules 1.14 to 1.21 of the Rules shall apply to the meetings as appropriate, with references to the Supervisors and the proposed variation respectively.
9.4 Any variation approved at any meetings of creditors or members referred to in paragraph 9.1 shall be binding on all creditors and members who had notice of the meetings and were entitled to vote at them. Any variation so approved shall be put into effect not earlier than 28 days after its approval.
9.5 The Supervisors shall also be entitled to convene meetings of creditors and of the members at any time if they consider it advisable to do so in order to ascertain the creditors' or members' wishes or discuss with them any matter relating to the Arrangement. To any such meeting, the provisions of paragraph 9.1 shall apply save that:
9.5.1 meetings shall be chaired by the Supervisors, or any other person qualified to act as an insolvency practitioner and nominated for such purpose by the Supervisors.
9.5.2 any resolution (not being a resolution to vary the Arrangement) shall be passed;
9.5.3 as regards creditors, if those voting in favour of it represent a majority of all those voting, both in number and in the value of their claims, and
9.5.4 as regards members, if those voting in favour according to the rights attached to their shares represent a majority of all those voting.



10. Vacancy in Office
10.1.1 Any vacancy arising in the office of Supervisor may be filled by the surviving Supervisor (if any) and otherwise by an Insolvency Practitioner nominated by the creditors at a meeting convened for the purpose by any Director or any person who is in partnership with the Supervisor immediately before the vacancy occurred. Any such meeting shall be chaired by the convenor (if an individual) or an individual being a corporate representative of the convenor (if the convenor is a body corporate) or (failing any such person willing to chair the meeting) any person qualified to act as an insolvency practitioner in relation to the company nominated by the convenor or (failing any of the foregoing, or if all of such persons (if any) indicate that they do not wish to chair such meeting) a partner of the former Supervisors’ firm experienced in insolvency matters.
11. Default and Termination of the Arrangement
11.1 The Arrangement shall, as set out, continue in full force and effect until the completion of the CVA or upon any of the following:
11.1.1 The date of presentation of a Petition for the Winding-up of the Company (whether by the Supervisors or otherwise), or
11.1.2 Any date upon which the Supervisors shall have issued
11.1.2.1. a certificate that the Supervisors are of the opinion that there is no reasonable likelihood of the matters contemplated by the Proposal being implemented or satisfied prior to the date by which such matters are required to be implemented or satisfied pursuant to the Proposal ("an Abort Certificate").
11.1.2.2. a certificate that the actions and matters contemplated to be done pursuant to the Arrangement have so been done, so far as is reasonably achievable, and the purposes (if any) for which the Arrangement are expressed to have made have been fulfilled ("a Completion Certificate"), or
11.1.2.3. a certificate that there has been a material failure, irregularity or non-compliance in connection with the CVA ("a Non-Compliance Certificate").
11.2 The Supervisors shall promptly give notice of the fact of any issue of an Abort Certificate, Completion Certificate or Non-Compliance Certificate to the Company, its members and all known creditors.



11.3 Following any of the events referred to at 11.1 above the Arrangement shall terminate and be of no further force or effect provided that the Supervisors shall hold by way of a separate trust (“the Secondary Trust”) for the creditors previously bound by the Arrangement any assets under their control and any funds in their hands and realise and distribute these under the terms of the former Arrangement whilst continuing to exercise any other powers given to them under the former Arrangement for this purpose. For the avoidance of doubt the Secondary Trust will not be determined by any of the events under 11.1 above or by any modifications or variation of the Proposal and/or the trust created under paragraph 8.2 hereof.
11.4 On termination of the Arrangement for the reasons set out in clause 11.1 above, the Supervisors shall be entitled to retain from any funds under their control such amount as they think fit, for such period as they think fit, an account of their fees, costs and expenses in addition to any other sum contemplated to be retained by them pursuant to the Proposal.
11.5 The Supervisors, after settlement of all costs including their fees and expenses, shall retain sufficient funds to enable a petition for the Winding Up of the Company/and may present the petition to be made in the event of a default, save such default as is a consequence of the failure of the placing as referred to in Section 4.1.3 in which circumstances the Company will be placed into Company Voluntary Liquidation.
11.6 Upon issue by the Supervisors of a Completion Certificate the Company shall be released from its liabilities to creditors except as otherwise specified in the Arrangement and the Supervisors shall have no further liability to any creditor or to any person, and shall have no further involvement with the Company or its business in his capacity as Supervisor of the Arrangement.
12. Why creditors (and shareholders) should vote for the proposals
12.1 As can be seen from the Estimated Statement of Affairs at Appendix II following due completion of the Arrangement the Unsecured Creditors, will benefit from receiving a dividend of up to 10 pence in the pound, after costs, with Ex-Employees having the option to take up shares in the Company. However, if the Company were to go into liquidation, there would be no dividend available to the Unsecured Creditors. Preferential Creditors are expected to be paid in full in both scenarios
12.2 The Directors, having considered the alternatives currently available to the Company, believe that the proposals in this document are in the best interests of the Company and its creditors and shareholders.
12.3 Accordingly, the Directors strongly recommend creditors and shareholders to vote in favour of the proposals.



The Directors have included in this Proposal all of the information required to be disclosed pursuant to the Act and the Rules. The information contained herein and in the Estimated Statement of Affairs set out in Appendix II concerning the Company's assets and liabilities is, to the best of the knowledge, information and belief of the Directors, correct.
Dated
Signed by ............................................. On Behalf of the Board
Director






















MotionPoster Plc
Appendix I
Definitions
The following definitions apply throughout this proposal unless the context otherwise requires:
"the Company" MotionPoster plc
Incorporated on 12 March 1986
Registered Number 01998781
Authorised Share Capital: 1,316,926,580 ordinary
shares of 1 pence each

Issued Share Capital: 233,405,491 ordinary shares of 1 pence each

Registered Office: 1 London Street, Faringdon, Oxfordshire, SN7 7AE


"the Act" The Insolvency Act 1986 (as amended)

"the Rules" The Insolvency Rules 1986, (as amended)
The Insolvency (Amendment) Rules 2003

"the CVA Debts" All actual liabilities of the Company including (1) preferential debts (as defined by the Insolvency Act 1986 s 386) and (2) liabilities to the extent they are secured (as defined by the Insolvency Act 1986 s 248).

"the CVA Creditors" creditors to whom CVA Debts are owed.

"the Nominees" Mr L R Bailey and Mr J P T Redmond

"the Supervisors" Mr L R Bailey and Mr J P T Redmond

"the Arrangement" The Company Voluntary Arrangement proposed in this document

"the Directors" J J Arnold
C W Holden
R L S Fishlock
A J Bates
"the Board" The Board of Directors of the Company.

"Preferential Creditors" Creditors of the Company whose claims are accorded priority in accordance with Section 4(4)(a) of the Act and established pursuant to Section 4(7).

"Secured Creditors" Creditors of the Company whose claims are secured within the meaning of Section 248 of the Insolvency Act 1986

“Excluded Secured Creditors” Gresham House Plc/WIIT/JMFinn, H Matheson/Ristol Limited, P Moncreiffe and J Whitlam.

"New Creditors" All creditors in respect of goods and services supplied to the Company or otherwise arising on or after the approval of the Arrangement

"Connected Creditors" Any creditor who is a person, firm or company "connected" with the Company within the meaning of Section 249 of the Insolvency Act 1986 for the avoidance of doubt it does include those referred to in paragraph 6.3.1.

"Unsecured Creditors" Creditors of the Company who would be entitled to prove in the event that the Company was wound up including the Loan Note Holders.

“ Loan Note Holders” Holders of loan notes for a total of 250,000 dated 6 March 2000 executed and delivered by the Company bearing interest at 5% per annum.

“Ex-Employees” Those ex-employees as set out in Appendix IV of these proposals.

"Appendices" Those matters referred to in Appendix I and all other Appendices referred to in this Proposal which should be regarded as part of the Arrangement and as part of the Proposal themselves.

NOTES TO THE STATEMENT OF AFFAIRS

1. Motor Vehicle and Fixtures and Fittings

The motor vehicle and fixtures and fittings are estimated values supplied by the directors.

2. Investment in Subsidiaries

MotionPoster Ltd – Hong Kong 221,368
MotionPoster Hungary Kft 0
MotionPoster Hellas – Greece 0
MotionPoster Italia Srl – Italy 0
MotionPoster Espaina S.A - Spain 0
MotionPoster Turkey 0
MotionPoster GmbH – Germany 15,500
MotionPoster Chile 0
Aberwall 1,000
237,868

3. Inter Company debts

MotionPoster Ltd – Hong Kong 124,118.55
MotionPoster GmbH – Germany 153,121.89
277,240.44

4. VAT Refund

The VAT refund relates to bad debt relief claim with The MotionPoster Company Limited.

5. Employee Claims

The preferential element relates to 16 employees arrears of wages at the statutory maximum of 800 each, totalling 12,800, together with 28,775 holiday pay.

6. Secured Creditors

First Debenture Holders

JJ Arnold 350,937
Gresham House 62,957
WIIT plc 62,957
J M Finn 44,069
C. Tennant 37,774
A. Moorsom 8,814
A. Holden 6,295
Matheson 15,585
Pinta 15,585
Moncreiffe 15,585
620,558







Second Debenture Holders

J J Arnold 560,610
Hugh Matheson 55,690
Joe Whitlam 15,817
Peregrine Moncreiffe 16,270
Charles Holden 119,320
Richard Fishlock 11,508
Alex Comer 5,226
Eileen Griffith 2,091
Judith Arnold 20,905
Robert Chaston 28,770
Tim James 5,226
C. Tennant 609
Col. A.J. Chaston 2,639
R. Nicholson 120,678
Matheson/Ristol 245,746
1,211,105

7. Payment from Placing

It has been assumed that the VAT Refund and inter Company debts included in the CVA will not be realised before the funds from the placing are received. The payment form placing is the maximum that will be received into the CVA. No costs of the CVA have been taken into account as these are to be paid from the placing proceeds.

8. H M Customs & Excise

The amount of 73,009 relates to VAT period ended March 2002.

9. Inland Revenue

The amount of 30,005 relates to the financial tax year ended April 2002.

APPENDIX IV

MOTIONPOSTER Plc

EX - EMPLOYEES

Andrew Bates Esq
Martin Copus Esq
Neil Freeman Esq
Nicholas Fishlock Esq
Mrs Nicola Finch
Miss Sarah Geoghegan
T Griffith Esq
C W Holden Esq
Paul Jackson Esq
Mark JohnsonEsq
Adam MacGregor Esq
Jean-Philippe Pare Esq
Charles Pickup Esq
Mrs S Warrington

APPENDIX V

VOLUNTARY ARRANGEMENTS - A CREDITORS’ GUIDE TO
INSOLVENCY PRACTITIONERS’ FEES


1. Introduction

1.1 In a voluntary arrangement, as in other types of insolvency, the amount of money available or creditors is likely to be affected by the level of costs, including the remuneration of the insolvency practitioner appointed to implement the arrangement. This guide explains how fees are fixed in voluntary arrangements, how the creditors can affect the level of fees, and the information which should be made available to them regarding fees.

2. The voluntary arrangement procedure

2.1 Voluntary arrangements are available to both companies and individual debtors. Company voluntary arrangements are often referred to as CVAs, and individual voluntary arrangements as IVAs.

2.2 The procedure is similar for both CVAs and IVAs and enables the company or individual to put a proposal to their creditors for a composition in satisfaction of their debts or a scheme of arrangement of their affairs. A composition is an agreement under which creditors agree to accept a certain sum of money in settlement of the debts due to them. A CVA may be used as a stand-alone procedure or as an exit route from an administration. It may also be used where a company is in liquidation, but this is extremely rare. The proposal will be made by the directors, the administrator or the liquidator, depending on the circumstances. A proposal for an IVA may be made by a debtor whether or not he is already subject to bankruptcy proceedings. The proposal will be considered by creditors at a meeting convened for that purpose. The procedure is extremely flexible and the form which the voluntary arrangement takes will depend on the terms of the proposal agreed by the creditors. In both CVAs and IVAs the proposal must provide for an insolvency practitioner to supervise the implementation of the arrangement. Until the proposal is approved by the creditors, the practitioner is known as the nominee. If the proposal is approved, the nominee (or if the creditors choose to replace him, his replacement) becomes the supervisor.

3. Fees, costs and charges - statutory provisions

3.1 The fees, costs, charges and expenses which may be incurred for the purposes of a voluntary arrangement are set out in the Insolvency Rules 1986 (rule 1.28 for CVAs and rule 5.28 for IVAs). They are:

any disbursements made by the nominee prior to the approval of the arrangement, and any remuneration for his services agreed between himself and the company (or the administrator or liquidator, as the case may be) or the debtor (or the official receiver or trustee, where the debtor is subject to bankruptcy proceedings);
any fees, costs, charges or expenses which:
are sanctioned by the terms of the arrangement (see below), or
would be payable, or correspond to those which would be payable, in an administration, winding up or bankruptcy (as the case may be).

3.2 The rules also require the following matters to be stated or otherwise dealt with in the proposal (rule 1.3 for CVAs and rule 5.3 for IVAs):

The amount proposed to paid to the nominee (as such) by way of remuneration and expenses, and
The manner in which it is proposed that the supervisor of the arrangement should be remunerated and his expenses defrayed.

4. The role of the creditors

4.1 It is for the creditors’ meeting to decide whether to agree the terms relating to remuneration along with the other provisions of the proposal. The creditors’ meeting has the power to modify any of the terms of the proposal (with the consent of the debtor in the case of an IVA), including those relating to the fixing of remuneration. The nominee should be prepared to disclose the basis of his fees to the meeting if called upon to do so. Although there are no further statutory provisions relating to remuneration in voluntary arrangements, the terms of the proposal may provide for the establishment of a committee of creditors and may include among its functions the fixing of the supervisor’s remuneration.

5. What information should the creditors receive?

5.1 Whether the basis of the supervisor’s remuneration is determined at the meeting which approves the arrangement or by a committee of creditors, the supervisor, or proposed supervisor should provide details of the charge-out rates of all grades of staff, including principals, which are likely to be involved on the case.

5.2 Where the supervisors’ fees are to be agreed by a committee of creditors during the course of the arrangement, the supervisor should provide sufficient supporting information to enable the committee to form a judgement as to whether the proposed fee is reasonable having regard to all the circumstances of the case, and should always provide an up to date receipts and payments account. Where the fee is to be charged on a time basis the supervisor should disclose the amount of time spent on the case and the charge out value of the time spent, together with such additional information as may reasonably be required having regard to the size and complexity of the case and the functions conferred on the supervisor under the terms of the arrangement. The additional information should comprise a sufficient explanation of what the supervisor has achieved and how it was achieved to enable the value of the exercise to be assessed and to establish that the time has been properly spent on the case.

5.3 Where the basis of the remuneration of the supervisor as set out in the proposal does not require any further approvals by the creditors or any committee of creditors, the supervisor should specify the amount of remuneration he has drawn in accordance with the provisions of the proposal in is subsequent reports to creditors on the progress of the arrangement. Where the fee is based on time costs he should also provide details of the time spent and charge-out value to date and any material changes in the rates charged for the various grades since the arrangement was approved. He should also provide such additional information as may be required in accordance with paragraph 5.2.

5.4 Where the supervisor proposes to recover costs which, whilst being in the nature of expenses or disbursements, may include an element of shared or allocated costs (such as room hire, document storage or communication facilities provided by the supervisor’s own firm), they must be disclosed and be authorised by those responsible for approving his remuneration. Such expenses must be directly incurred on the case and subject to a reasonable method of calculation and allocation.

Hang on! Next doc going here!

MOTIONPOSTER Plc
PROPOSALS BY THE DIRECTORS FOR A COMPANY VOLUNTARY ARRANGEMENT (“CVA”)
(pursuant to the Insolvency Act 1986 Section 1 and the Insolvency Rules 1986, as amended)
SUMMARY
The success of the CVA is subject to MotionPoster Plc (“the Company”) being able to complete a placing of New Ordinary Shares which is dependant on creditors and shareholders accepting the proposals, the shareholders approving the reorganisation and reduction of the issued share capital and empowering the directors to allot and issue the requisite number of New Ordinary Shares as envisaged in the Arrangement.

The Supervisors will deal with the realisation of certain assets including inter company debts. If no recovery is made from the included assets, the funds introduced from the placing of New Ordinary Shares will be limited to the amount required to satisfy the Excluded Secured Creditors, preferential claims and Unsecured Creditors up to a maximum of 10p in the pound but will be limited to 750,000 plus costs and interest accruing to Excluded Secured Creditors. It is intended the funds introduced following the placing of New Ordinary Shares are to be paid to the Supervisor within a maximum of six months of the approval of the CVA. Whilst not part of the CVA proposal, it is intended that the current share capital in issue will be consolidated and subdivided with every six Ordinary Shares of 1p each being converted into one New Ordinary Share of 1p nominal value and one Deferred Share of 5p nominal value.

The funds introduced will be used to make payment in full to certain Secured Creditors totalling approximately 507,666 plus accruing interest and to preferential claims estimated at 41,500, with the balance being available for Unsecured Creditors, which is estimated to equate to a maximum dividend of 10p in the pound.
The remaining Secured Creditors, totalling approximately 1.3m, are being offered New Ordinary Shares at a conversion price of 1p per share. There is also the option for Ex-Employees to have the full value of their unsecured claim converted into New Ordinary Shares at 2p per share.
The above compares favourably to a liquidation scenario as, after the fees and costs of liquidation, current estimates suggest that there would be no dividend to Unsecured Creditors. If the CVA is rejected, the directors will take steps to place the Company into liquidation.
Creditors and shareholders are strongly urged to vote in favour of the proposals at the meeting which Mr L.R. Bailey and Mr J.P. Redmond of Numerica, Stoughton House, Harborough Road, Oadby, Leicester are requested as Nominees to convene pursuant to the Insolvency Rules 1986.

MOTIONPOSTER Plc
PROPOSAL DOCUMENT – CONTENTS
1. Brief History of the Company
2. Present Financial Position of the Company
3. Reasons for the Proposed CVA
4. The Proposal
5. Further Terms of the Proposal
5.1. Details of the Nominee and Supervisor
5.2. Creditors’ Claims
5.3. Dividends and Distributions
5.4. EEC Regulations
5.5. Unclaimed Dividends
5.6. Duration
5.7. Nominee’s Fees
5.8. Supervisor’s Fees
5.9. Guarantees
6. General
6.1. Assets
6.2. Excluded Liabilities
6.3. Secured Creditors
6.4. Preferential Creditors
6.5. Unsecured Creditors
6.6. Contingent Creditors
6.7. Connected Creditors
6.8. Prior Transactions
6.9. Creditors Committee
6.10. Windfall
7. Conduct of the Business
8. Powers and Functions of the Supervisors
9. Variation
10. Vacancy in Office
11. Default and Termination of the Arrangement
12. Why creditors (and shareholders) should vote for the proposals
APPENDICES
I Definitions
II Estimated Statement of Affairs as at 30 September 2003
III Minimum / Maximum Share Conversion schedule
IV Ex -Employees
V Creditors Guide to Supervisor Fees


MOTIONPOSTER Plc
STATEMENT OF PROPOSALS BY THE DIRECTORS
I, the undersigned, on behalf of the Board of Directors (“the Directors”) of the Company propose that the Company enter into a CVA pursuant to Part 1 of the Insolvency Act 1986.
In this proposal, the various meanings of the words and expressions are set out in Appendix 1 of the Proposal.
1. Brief History of the Company
1.1 The Company was incorporated as a private limited company in England and Wales on 12 March 1986 as Fettleland Limited with company registration number 1998781. By Special Resolution the Company changed its name to Westminster Scaffolding Group Limited, and subsequently re – registered as a public company in England and Wales as Westminster Scaffolding Group plc on 7 June 1989. The Company changed its name on to MotionPoster plc on 29 March 2000.
1.2 MotionPoster plc is a Holding Company of a group of companies whose principal activity is to exploit a new advertising medium, being silent animated advertisements viewed by train passengers travelling in a tunnel.
1.3 During 2001 the Company’s shares performed remarkably well, reaching a high of 34p and a market capitalisation of 47.5 million on 1 June 2001. The Company was AIM share of the year for 2001. On 18 April 2002 the Company appointed HSBC as Nomad and Broker and planned a further placing for ca. 5 million. In the event the Company’s share price started to deteriorate rapidly during May and June 2002. HSBC informed the Company that they would not be able to deliver the planned placing and, moreover, advised that they would be resigning as Nomad and Broker.
1.4 On 10 July, 2002, the Company’s shares were suspended from trading on AIM as a result of a decision by the Company’s bankers, Bank of Scotland (“BoS”), to reduce the Company’s overdraft facility from 1 million to 600,000. The Company’s shares were subsequently de-listed from AIM on 11 February 2003.
1.5 Prior to, and following, the suspension of share trading a number of efforts were made to re-finance the Company. However, by September 2002 it had become clear to the Board that such efforts were not likely to be successful, primarily on account of the Company’s high level of indebtedness, then standing at approximately 3.2 million. The directors therefore invited BoS to appoint a receiver under the terms of their debenture granted by the Company but this invitation was declined. Following this, on 18 October 2002, a consortium (of which Jeremy Arnold is a member) acquired the Company’s debt due to BoS, together with all its relevant security, in consideration for a cash payment of 490,000. Between 20 and 22 October 2002, Lord Napier, the then Chairman of the Company, and Mr. Martin Copus, the then Chief Executive Officer, resigned from the Board and Jeremy Arnold assumed the position of Executive Chairman.

1.6 Since that time, the Directors’ have been in talks with the Company’s creditors with a view to reaching compromises with them which the Board believe will enable the Company to move forward and place MotionPoster plc in a better position to effect a refinancing and, hopefully, a re-quotation of the Company’s shares on a regulated market.
1.7 It was concluded that the way forward was to put together a CVA for the creditors to approve.
2. Present Financial Position of the Company
2.1 As required by the Insolvency Rules 1986, details of the assets and liabilities of the Company as at 30September 2003 are set out in the Estimated Statement of Affairs attached as Appendix II, together with accompanying notes.

2.2 As can be seen from the Estimated Statement of Affairs in a liquidation scenario, the Company’s liabilities exceed assets by 3,694,000.

2.3 With regard to the provisions of Section 176(A) of the Act the prescribed part is to be dis-applied in this proposed CVA as there are no realisations from qualifying floating charges

3. Reasons for the Proposed CVA
3.1 The Directors believe the CVA is desirable because:
3.1.1 The return to creditors is anticipated to be greater than would be likely in a Liquidation because of the funds being introduced by the placing of New Ordinary Shares. This is also the case after taking into account the possible realisation from certain assets including inter company debts and a possible VAT refund as these recoveries would not be available to Unsecured Creditors due to the prior claims of Secured Creditors.
3.1.2 Further funding is conditional on limiting payments being made to CVA Creditors to an absolute maximum of 750,000 plus costs and accruing interest to the Excluded Secured Creditors and the investments in subsidiaries being excluded from the arrangement. It will also allow existing development sites to be completed and further sites to be established.
4. The Proposal
4.1 It is proposed that
4.1.1 The Company will continue to trade under the control of the Board.


4.1.2 Subject to approval by shareholders at an EGM to the reorganisation and reduction of the issued capital of the Company and to shareholders’ empowerment of the Company’s directors to allot and issue New Ordinary Shares, the Company shall raise capital for the ongoing business by way of a placing. New Ordinary Shares will also be issued in settlement of various Secured Creditors and will be an option for Ex-Employees in respect of any unsecured element of their claims.
4.1.3 From the placement of New Ordinary Shares, which may raise a total of 2m net of costs, sufficient funds will be introduced into the CVA to enable the Excluded Secured Creditors who require payment in full to be paid together with preferential claims and Unsecured Creditors up to 10% cash dividend. The funds to be introduced from the placing into the CVA shall be limited to 750,000 plus costs and interest accruing to Excluded Secured Creditors.
A summary of the estimated maximum funds required in the CVA from the placing of New Ordinary Shares before costs is set out below:-
’000
Excluded Secured Creditors 508
Preferential Creditors 42
Unsecured Creditors - trade and expenses 91
- loan note holders 29
- ex-employees 57
-HMCE / Inland Revenue 10
737
4.1.4 It should be noted that the above does not take into account funds realised from assets included in the CVA.
4.1.5 Should the funds from the placing be made available before any of the assets are realised it is proposed that these assets be returned to the Company or taken out of the CVA as the Supervisors will have sufficient funds to discharge the claims of the various creditors under the terms of the CVA. Also should part of the assets be realised but not all, then the funds received from the placing of New Ordinary Shares will be limited to such amount as to equal total funds within the CVA of 750,000 plus costs and interest accruing to Excluded Secured Creditors and the balance of the unrealised assets returned to the Company.
4.1.6 Preferential creditors will be paid in full.

4.1.7 The Unsecured Creditors which include loan note holders and Ex-Employees will receive a dividend of up to 10% of their agreed claim. However the Ex-Employees will be given the option to convert the whole of the unsecured element of their claim into New Ordinary Shares at 2p per share.
4.1.8 The Ex-Employees will be requested to advise the Supervisors within three months of the approval of the CVA if they wish to take up the conversion to shares option. Failure to notify the Supervisors by the three month deadline will only entitle the Ex-Employee to receive the cash dividend .
4.1.9 The New Ordinary Shares will be issued within four months of the approval of the CVA and it will be the responsibility of the Company Secretary to issue these shares.
4.1.10The raising of capital is subject to shareholder approval and if not given will be a default of the Arrangement and the Company will be placed into Liquidation.
4.1.11Excluded from the CVA are all motor vehicles, fixtures fittings and office equipment, cash at bank and investments in subsidiaries as these are considered essential for the placing and ongoing business.
4.1.12The realisations in the CVA, including funds introduced from the placing of New Ordinary Shares will enable the Supervisors, on behalf of the Company to:
i). firstly, settle the fees, costs and expenses of the Nominees and Supervisors and (after discharge of such fees, costs and expenses) the fees, costs and expenses of the financial and legal advisors to the Company in relation to the proposal and the Arrangement,
ii). secondly, to make a payment to each Preferential Creditor of the full amount owed to that creditor, whose claims will be agreed by the Supervisors,
iii). thirdly, to make payment in full to the Excluded Secured Creditors whose claims are set out at 6.2.2 below,
iv) fourthly, to make a payment of up to 1

This company as per the lengthy documents above is that MTP is proposing to enter a CVA which if it fails to reach agreement from creditors and shareholders the company will be put into liquidation.

I expect that creditors and shareholders like myself will agree as there is little alternative. However there is no news out to suggest the CVA will be sucessfull in helping the company being turned round into profit given that MTP would have virtually no working capital unless it raises further investment it requires to continue in business.

Wait to see what transpires after 3rd Nov but to all intents and purposes a lame duck

Legins, djhaydon, sniffer: I post as Priscilla on the advfn threads and am more than happy to supply this thread too, if you have any probs accessing that thread.

I am spending Sunday going through the MTP paperwork again and am not happy with some of the things I have discovered.

However, the most important thing any shareholder can do is GET the paperwork. If you hold shares in nominee, GET the nominee to complete the forms giving you back your right to vote and GET down there on 3rd November!

Examples of things with which I am NOT HAPPY:

1. If Jeremy Arnold gets all these free shares, he will control about 26% of the shares. There is nothing we can do if he can defeat any Resolution we ever put up that requires a 75% majority. He will always win. In a man who will celebrate his 70th birthday next March and with his track record, this is not acceptable to me!

2. Charles Holden, one of the senior directors is claiming he is interested in 39,256,250 shares, indicating he has sold some 5m shares since the last time us shareholders knew anything. Where have those shares gone? Why is he indluding 25m shares that are being held by Crowdy and Rose against monies paid by 'the 49-ers'? How many other shares has he been paid for but not handed over the certificates?

3. Is the company trading whilst insolvent? It appears the IPR, (one of the few assets of the company), has already been tranferred to Ristol Limited, a private company controlled by Jeremy's mate, Hugh Matheson.

4. The list of Creditors is inaccurate, incomplete and misleading in that I do not believe it accurately reflects the true losses of this company. Therefore the amount they would need to raise is far higher than indicated in this paperwork.

5. There is nothing in there to suggest who will pay for the new shares.

6. There are too many cross-voters. Unless you know Fred Stirling is the person behind Gresham House and Jeremy is behind Sweet Disorder Ltd, Butts Enterprises, how can we be certain all their interests are being prevented from voting when maybe just their private holdings are excluded at certain stages of the vote? Trust me their shareholdings, combined, are huge.

7. I am not convinced that there is no known previous hisotry of company failures. They put The Motionposter Company Limited into liquidation themselves last year for a start!

Please post here if you cannot access the debate on advfn - and please visit the new thread there under'The Whingeing Ba$tards United'. For those who may not know, 'Whingeing Bastards!' is what Charlie Holden called us at the last AGM! Nice, huh?!

Was the proposal on this company accepted ?
If so what is the situation with the company now ?

djhaydon
There is a meeting for creditors only today at Numerica's offices. I shall be attending in my capacity as 'chronicler' and will post the summary both here and advfn.

Also there is another High Court case in Birmingham on 17th and I am hoping to go to that too.

In brief, Jeremy Arnold is trying to defend the veracity of some of the detail in the above document which may not have been entirely 'accurate', which puts the Administrators, (Numerica) on the back foot. If the vote at the creditors CVA meeting was based on false information, the CVA could be overturned, and that would negate the EGM votes too.

Do you have access to advfn? Loads of stuff on there......