EFTA02679214

From: jeffrey E. <jeevacation@gmail.com> Sent: Wednesday, May 13, 2015 12:59 PM To: Brad Wechsler; Melanie Spinella Subject: Fwd: FW: Phadion re-organisation [MACS-LIVE_LIB.FID2559344) one year later, where are we? Forwarded message From: jeffrey E. <jeevacation@gmail.com <mailto:jeevaca=ion@gmailcom» Date: Sat, Dec 27, =014 at 10:09 AM Subject: Fwd: FW: Phadion re-organisation [MACS-LIVE_LI=.FID2559344) To: Brad Wechsler < <mailto: », Melanie Spinella > =br> Forwarded message F=om: Richard Joslin < > Date: Tue, Dec 16, 2014 at 4:53 PM Subject: FW: Pha=ion re-organisation [MACS-LIVE_LIB.FID25593441 To: "jeffrey E.&quo=; <jeevacati=n@gmail.com <mailto:jeevacation@gmail.com> > Last parag</=> </=pan> From: Eileen Alexanderson Sent: Friday, September 19, 2014 5:28 PM To: Richard Joslin Subject: FW: Phadion re-organisation [MACS-LIVE_LIB.FID2559344)</=> </=pan> </=pan> From: Salmon, Hannah (HKAS) [mailto: Sent: Friday, April 25, 2014 8:48 AM To: Eileen Alexanderson; <mailto <mailto Cc: Powell, Luke (LXP); Greenbank, Ashley (DAG); McCabe, Claire (CZM= Subject: Phadion re-organisation [MACS-LIVE_LIB.FID2559344] EFTA_R1_01981751 EFTA02679214 I attach a documents list for the Phaidon re-organisa=ion. The steps can be summarised as follows: 1.4)=A0 Transfer of Phaidon Press Inc to JMWT Manager LL= (this is on hold). 2.40=A0 The members of JMWT Acquisition LLP ("LL=") will approve the distribution of the LLP's assets to the m=mbers. An 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 da=e of publication of the notice the LLP will be dissolved. 3.4)=A0 JMWT Topco Limited ("Topco") wi=l complete a capital reduction to create sufficient distributable reserves=to enable the shares of JMWT Midco Limited ("Midco") to be transferred to the shareholders as a lawful dividend in specie. 40=A31 of share capital will remain. An application to strike off Topco will =hen be made. Companies House will review the application and place a notic= in the Gazette. If no objection is filed, approximately 3 months after the date of publication of the notice Topco w=ll be dissolved. 4.4>=A0 Midco will complete a capital reduction to creat= sufficient distributable reserves to enable the shares of JMWT Limited (&=uotJMWT") to be transferred to the shareholders as a lawful dividend in specie. fl of share capital will remain. An a=plication to strike off Midco will then be made. Companies House will revi=w the application and place a notice in the Gazette. If no objection is fi=ed, approximately 3 months after the date of publication of the notice Midco will be dissolved4=pan> 5.40=A0 Phaidon Global LLC will transfer its shares of J=WT to JMWT Manager LLC. There will be no liquidator appointed and it is there=ore essential that the directors/LLP members are able to identify all the =ssets and liabilities of the LLP, Topco and Midco. There will be no need to wait for an entity to be dis=olved before the next step can be taken. It should therefore be possible t= complete the steps fairly quickly. 2 EFTA_R1_01981752 EFTA02679215 We hold the register of members for the LLP and this =as not been updated to reflect Phaidon Global LLC and JMWT Manager LLC bec=ming members of the LLP and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of the transfer of partner=hip 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. A= an initial step, it will therefore be necessary to pass ratification resolutions of the LLP members to confir= the membership of the LLP and update the registers accordingly. If Phaido= Global LLC and JMWT Manager LLC can be included as members from now (rath=r than ratifying historic membership), this will be a much easier (and preferable) process. Have Phaidon Global L=C and JMWT Manager LLC taken any action as members of the LLP to date? We have based the steps on the following assumptions:=u> •<=pan style="font:7.0pt "Times New Roman""> *=A0 the LLP, Topco and Midco have no liabilities (th=y have given no guarantees, entered into no contracts, there are no loan a=rangements in place (intra-group or otherwise) and they have no creditors); *apan style="font:7.0pt "Times New Roman""> *=A0 the share capital of Topco exceeds the value of =he Midco shares by at least £1 (this will enable us to reduce the cap=tal of Topco, leaving El of capital to create sufficient distributable profits to enable the shares of Midco to be trans=erred to the LLCs as a dividend in specie); *apan style="font:7.0pt "Times New Roman""> *=A0 the share capital of Midco exceeds the value of =he JMWT shares by at least £1; • style="font:7.0pt "Times New Roman""> •=A0 the LLP, Topco and Midco have no assets other th=n the shares of Topco, Midco and JMWT (respectively);=/p> •<=pan style="font:7.0pt "Times New Roman""> *=A0 accounts/balance sheets of Topco and Midco will =e provided to show the assets and liabilities of Topco and Midco before ea=h 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 ha=e personal liability for the solvency statements they make in connection with the capital reduction, it is prefe=able for them to have accounts/balance sheets to refer to at the time the =olvency statements are made; •<=pan style="font:7.0pt "Times New Roman""> •=A0 accounts/a balance sheet will be provided for th= LLP to show the assets and liabilities of the LLP at the time of the dist=ibution of assets to the members; *apan style="font:7.0pt "Times New Roman""> *=A0 the LLP Agreement dated 3 October 2012 was signe=; *apan style="font:7.0pt "Times New Roman""> *=A0 JMWT Manager LLC entered into a deed of adherenc= to the LLP Agreement (we have seen the deed of adherence signed by Phaido= Global LLC); and *apan style="font:7.0pt "Times New Roman""> *....A0 the members confirmed the termination of members=ip of PLB, LLC and JMWT LLC as members of the LLP (in addition to transfer=ing interests in the partnership to the incoming members which is included in the "reorganization agreement&q=ot;). 3 EFTA_R1_01981753 EFTA02679216 If any of the above assumptions is incorrect, please =et us know as this will impact on the steps and the documents needed.</=> Eileen, please confirm if you are happy for us to com=ence 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. =/u> Kind regards Hannah Hannah Salmon Solicitor Macfarlanes LLP DD qu> <tel: > ./u> M <tel =/span> E <mailte www.macfarlanes.com <http://www.macfarlanes.com> </=> 4 EFTA_R1_01981754 EFTA02679217 20 Cursitor Street London EC4A 1LT<=u> Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Tel: +44 20 7831 9222 <tel:%2B44%2020%207831%209222> Fax: +44 20 7831 9607 <tel:%2B44%2020%207831%209607> Email: h=nnah.salmon@macfarlanes.com <mailto:hannah.salmon@macfarlanes.com> Visit our website at http://www.macfarlanes.com Macfarlanes LLP is a limited liability partnership registered in England wi=h number 0C334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are a= 20 Cursitor Street, London EC4A 1LT. The word 'partner' is used to refer to a member of Ma=farlanes LLP. A list of members, all of whom are solicitors of England and=Wales, is open for inspection at the above address. This email (and any at=achment), unless clearly personal and unrelated to our business, is sent by the sender on behalf of Macfarlanes LLP. If th= content of this email is personal and unconnected with our business, we a=cept no liability or responsibility for it. This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. 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