EFTA02515219.pdf

From: jeffrey E. <jeevacation@gmail.com> Sent: Tuesday, December 16, 2014 10:12 PM To: Melanie Spinella a great waste of time effort and money from the very=begining this was sent after our meeting in aprill and there w=s a follow up in early sept . and still sits. From: Salmon, Hannah (HKAS) [mailto Sent: Friday, April 25, 2014 8:48 AM To: cm Cc: Powel Luke LXP Greenbank, Ashley DAG ; McCabe, Claire CM= Subject: Phadion re-organisation [MACS-LIVE_LIB.FID2559344] All I attach a documents list for the Phaidon re-organisati=n. The steps can be summarised as follows: =span>1. =C2* Transfer of Phaidon Press Inc to JMWT Manager LLC (this i= on hold). =C240 =span>2. =C240 The members of JMWT Acquisition LLP ("LLP&quo=;) will approve the distribution of the LLP's assets to the members. An=20 application to strike off the LLP will then be made. Companies House will review the application and place a notice in the Gazette. If no objection is filed, approximately 3 months after the date of publication of the notice the LLP will be dissolved. =span>3. =C240 JMWT Topco Limited ("Topco") will comple=e a capital reduction to create sufficient distributable reserves to enabl= the shares of JMWT Midco Limited ("Midco") to be transferred to the shareholders as a lawful dividend in specie. El of share capital will remain. An application to strike off Topco wi=l then be made. Companies House will review the application and place a notice in the Gazette. If no objection is filed, approximately 3 months after the date of publication of the notice Topco will be dissolved. =span>4. =C24) Midco will complete a capital reduction to create suffici=nt distributable reserves to enable the shares of JMWT limited ("J=WT") to be transferred to the shareholders as a lawful dividend in specie. E1 of share capital will EFTA_R1_01649500 EFTA02515219 remain. An=20 application to strike off Midco will then be made. Companies House will review the application and place a notice in the Gazette. If no objection is filed, approximately 3 months after the date of publication of the notice Midco will be dissolved. =span>5. =C240 Phaidon Global LLC will transfer its shares of JMWT to JM=T Manager LLC. =C24) There will be no liquidator appointed and it is therefore essential that the directors/LLP members are able to identify all the assets and liabilities of the LLP, Topco and Midco. There will be no need to wait for an entity to be dissolved before the next step can be taken. It should therefore be possible to complete the steps fairly quickly. We hold the register of members for the LLP and this has not been updated to reflect Phaidon Global LLC and JMWT Manager LLC becoming members of the LLP and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of the transfer of partnership interests. We have also checked the public registers and note that the public registers do not reflect the change in the membership of the LLP. As an initial step, it will therefore be necessary to pass ratification resolutions of the LLP members to confirm the membership of the LLP and update the registers accordingly. If Phaidon Global LLC and JMWT Manager LLC can be included as members from now (rather than ratifying historic membership), this will be a much easier (and preferable) process. Have Phaidon Global LLC and JMWT Manager LLC taken any action as members of the LLP to date? We have based the steps on the following assumptions:</=pan> * =C2* the LLP, Topco and Midco have no liabilities (they have given no guarantees, entered into no contracts, there are no loan arrangements in place (intra-group or otherwise) and they have no creditors); * =C2* the share capital of Topco exceeds the value of the Midco shares by at least £1 (this will enable us to reduce the capital of Topco, leaving =C2401 of capital to create sufficient distributable profits to enable the shares of Midco to be transferred to the LLCs as a dividend in specie); * =C2• the share capital of Midco exceeds the value of the JMWT =hares by at least £1; * =C2* the LLP, Topco and Midco have no assets other than the sh=res of Topco, Midco and JMWT (respectively); * =C2* accounts/balance sheets of Topco and Midco will be provided to show the assets and liabilities of Topco and Midco before each company reduces its share capital, and also an updated balance sheet will be provided following completion of the capital reduction. It is possible to just have accounts/balance sheets for the position following the capital reduction, but as the directors will have personal liability for the solvency statements they make in connection with the capital reduction, it is preferable for them to have accounts/balance sheets to refer to at the time the solvency statements are made; 2 EFTA_R1_01649501 EFTA02515220 * =C2' accounts/a balance sheet will be provided for the LLP to show the assets and liabilities of the LLP at the time of the distribution of assets to the members; =C2* the LLP Agreement dated 3 October 2012 was signed;=/p> =C2' JMWT Manager LLC entered into a deed of adherence to the LLP Agreement (we have seen the deed of adherence signed by Phaidon Global LLC); and</=> * =C2' the members confirmed the termination of membership of PLB, LLC and JMWT LLC as members of the LLP (in addition to transferring interests in the partnership to the incoming members which is included in the "reorganization agreement&q=ot;). =C2* If any of the above assumptions is incorrect, please le= us know as this will impact on the steps and the documents needed.=/p> Eileen, please confirm if you are happy for us to commence drafting the documents; if you would like to have a call with us (and Sonia and Gregor) to discuss any of the above points before we begin drafting, please let us know your availability. Kind regards Hannah please note T=e information contained in this communication is confidential, may be a=torney-client privileged, may constitute inside information, and is int=nded only for the use of the addressee. It is the property of JEE communication or any pa=t thereof is strictly prohibited and may be unlawful. If you have recei=ed this communication in error, please notify us immediately by retu=n e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication an= all copies thereof, including all attachments. copyright -all rights r=served 3 EFTA_R1_01649502 EFTA02515221