BPSG LIMITED
Company number 06043981 · Monitor this company
2 notices naming this company in The Gazette, the UK's official public record
26 November 2019
HIGHWAYS ENGLAND COMPANY LIMITED
ROAD TRAFFIC REGULATION ACT 1984
THE A45 TRUNK ROAD (STIVICHALL ROUNDABOUT TO
SOUTHEAST OF TOLLBAR END ROUNDABOUT, COVENTRY),
THE A46 TRUNK ROAD (COVENTRY EASTERN BYPASS) AND
SISKIN DRIVE (40 MILES PER HOUR AND 50 MILES PER HOUR
SPEED LIMIT) ORDER 20XX
Highways England Company Limited (Company no. 9346363) hereby
gives notice that it intends to make an Order under sections 82(2),
83(1), 84(1)(a) and (2) of, and paragraph 27(1) of Schedule 9 to, the
Road Traffic Regulation Act 1984 on the A45 and A46 Trunk Roads
and Siskin Drive in the City of Coventry and in the County of
Warwickshire.
The effect of the Order would be to –
(1) impose a 50 miles per hour speed limit on –
(a) the eastbound carriageway of the A45 from a point 388 metres
west of the centrepoint of the roundabout junction of the A45 slip
roads, the A46 slip roads, the A444 slip roads and Leaf Lane (known
as Stivichall Roundabout), to the centrepoint of the roundabout
junction of the A45 London Road, the B4110, Siskin Drive, the slip
roads leading to and from the A46 Coventry Eastern Bypass and the
slip roads leading to and from the A45 Stonebridge Highway (known
as Tollbar End Roundabout);
(b) the westbound carriageway of the A45 from the centrepoint of
Tollbar End Roundabout, to a point 398 metres west of the
centrepoint of Stivichall Roundabout;
(c) the circulatory carriageway of Stivichall Roundabout;
(d) the northbound and southbound carriageways of the A46 from the
centrepoint of Tollbar End Roundabout, to a point 36 metres
southwest of the centreline of the Coventry to Rugby railway line
underbridge;
(e) the slip road leading to the eastbound carriageway of the A45 from
Stivichall Roundabout;
(f) the slip road leading from the westbound carriageway of the A45 to
Stivichall Roundabout;
(g) the slip road leading from the eastbound carriageway of the A45 to
Tollbar End Roundabout;
(h) a length of the slip road leading to the westbound carriageway of
the A45 from Tollbar End Roundabout, from a point 20 metres
northwest of its junction with the roundabout, to its junction with the
westbound carriageway of the A45;
(i) a length of the slip road leading to the northbound carriageway of
the A46 from Tollbar End Roundabout, from a point 26 metres east of
its junction with the roundabout, to its junction with the northbound
carriageway of the A46; and
(j) the slip road leading from the southbound carriageway of the A46
to Tollbar End Roundabout; and
(2) impose a 40 miles per hour speed limit on –
(a) the circulatory carriageway of Tollbar End Roundabout; and
(b) the eastbound and westbound carriageways of the A45 between
the junction with Tollbar End Roundabout and a point 65 metres
southeast of the junction with Brandon Lane;
ENVIRONMENT & INFRASTRUCTURE
(c) a length of the slip road leading to the northbound carriageway of
the A46 from Tollbar End Roundabout, from its junction with the
roundabout to a point 26 metres east of its junction with that
roundabout;
(d) a length of the slip road leading to the westbound carriageway of
the A45 from Tollbar End Roundabout, from its junction with the
roundabout to a point 20 metres west of its junction with that
roundabout;
(e) a length of the northbound carriageway of Siskin Drive from its
northern junction with Rowley Road, to its junction with Tollbar End
Roundabout; and
(f) a length of the southbound carriageway of Siskin Drive from its
roundabout junction with Tollbar End Roundabout, for a distance of
35 metres.
A copy of the draft Order, together with plans illustrating the
proposals and a Statement of the reasons for proposing to make the
Order, may be inspected during opening hours at Coventry City
Council, Council House Reception, Earl Street, Coventry, CV1 5RR;
Willenhall Library, 106 Remembrance Road, Coventry CV3 3DN; or
may be seen at or obtained by application to Highways England
Company Limited, The Cube, 199 Wharfside Street, Birmingham, B1
1RN.
Any person wishing to object to the proposed Order should send a
written statement of their objection and the grounds thereof to
Richard Cullis at Highways England at the address given above. The
objection must be received no later than 16 December 2019.
For further information please contact Richard Cullis on 0300 470
2930.
Karen Eustace, an Officer in Highways England Company Limited
Highways England Company Limited (Company no. 9346363)
Registered office: Bridge House, Walnut Tree Close, Guildford, Surrey,
GU1 4LZ.
ENVIRONMENT & INFRASTRUCTURE
OTHER NOTICES
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 13/11/2019
Effective date of Merger 12/11/2019
Merging companies:
1 – BPSG LIMITED – Company Number 06043981 (England & Wales)
2 – BPSG MBH – Company number HRB 244917 (Germany)
New company:
3 – BPSG MBH – Company number HRB 244917 (Germany)
Louise Smyth, Registrar of Companies for England and Wales
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 06/11/2019
Effective date of Merger 1/11/2019.
Merging companies:
1 – FRUVETTA HOLDING LIMITED – Company Number 07026464
(England & Wales)
2 – FRUVETTA B.V. – Company number 32159149 (The Netherlands)
New company:
3 – FRUVETTA B.V. – Company number 32159149 (The Netherlands)
Louise Smyth, Registrar of Companies for England and Wales
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 13/11/2019
Effective date of Merger 29/10/2019.
Merging companies:
1 – INASERV INDUSTRIAL AUTOMATION SERVICES LIMITED –
Company number 07529556 (England & Wales)
2 – NHO INASERV INDUSTRIAL AUTOMATION SERVICES GMBH –
Company number HRB 10472 (Germany)
New company:
3 – NHO INASERV INDUSTRIAL AUTOMATION SERVICES GMBH –
Company number HRB 10472 (Germany)
Louise Smyth, Registrar of Companies for England and Wales
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 28/10/2019
Effective date of Merger 13/09/2019.
Merging companies:
1 – BROSSEDER VENTURES LIMITED – Company Number 06183810
(England & Wales)
2 – ALVIO GMBH – Company number HRB181047B (Germany)
New company:
3 – ALVIO GMBH – Company number HRB181047B (Germany)
Louise Smyth, Registrar of Companies for England and Wales
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 06/11/2019
Effective date of Merger 25/10/2019.
Merging companies:
1 – ARKI VENTURES LTD – Company Number 11601801 (England &
Wales)
2 – ARKI VENTURES SRL – Company number 10809150963 (Italy)
New company:
3 – ARKI VENTURES SRL – Company number 10809150963 (Italy)
Louise Smyth, Registrar of Companies for England and Wales
NOTICE OF FORFEITURE OF CASH WITHOUT COURT ORDER
PROCEEDS' OF CRIME ACT 2002, PART 5, CHAPTER 3, SECTION
297A
IN ACCORDANCE WITH STATUTORY INSTRUMENT 2015 NO. 857
To:
Name of person from whom cash seized: Not Known.
and last address: Not Known. On 22nd of September 2019, a quantity
of cash, was located in a bag found in Woodland off Blurton Road,
Stoke-on-Trent and was initially seized under the Provision of the
Police and Criminal Evidence Act (PACE 1984). The cash was later
seized under Section 294 Proceeds of Crime Act (POCA) 2002.
Amount of cash seized: £1,005.00
And:
Names and addresses of any other persons likely to be affected by
this notice: Not Known
Amount of cash in respect of which this notice is given £: 1,005.00
plus any accrued interest.
Date of seizure: 08/11/2019 - Section 294 POCA 2002 Time of
seizure: 1109hrs
Place of seizure: Staffordshire Police HQ, FIU
Take notice that
I ROBERT HARVMANN,
a senior officer within the meaning of S.297A(6), am satisfied that the
cash, or part -
(a) Is recoverable property, or
(b) Is intended by any person for use in unlawful conduct.
Any person, whether a recipient of this notice or not, may object to
the proposed forfeiture within the period for objecting. The period for
objecting is at least 30 days starting with the day after this notice is
given. The period for objecting to this notice expires on 19/12/2019.
An objection means a written objection sent to Staffordshire Police,
HQ, FIU, Weston Road, Stafford, Staffordshire, ST18 0YY.
an objection is made when it is received at the address.
Effect of this notice S.297C:
The cash is to be detained until -
(a) the cash is forfeited under this section,
(b) the notice lapses under this section, or
(c) the cash is released under a power conferred by this Chapter.
if no objection is made within the period for objecting, and the notice
has not lapsed, the cash is forfeited unless an application is made to
set aside forfeiture.
An application to set aside forfeiture, S.297E, may be made by a
person aggrieved by the forfeiture, to, a Magistrates' Court, before the
end of the period of 30 days, starting with the day on which the period
for, objecting ended. The Court may extend the period in exceptional
circumstances.
Date: 18/11/19
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
OTHER NOTICES
MONEY
PENSIONS
THE INTEL CORPORATION (UK) LIMITED STAFF BENEFIT PLAN
(“THE PLAN”)
NOTICE UNDER SECTION 27(1) OF THE TRUSTEE ACT 1925 –
WINDING UP OF THE PLAN
This notice is addressed to those who are or were members of the
Plan. If you are or were a member of the Plan as a result of your
employment with Intel Corporation (UK) Limited and think you are
entitled to benefits under the Plan, or you are a widow/widower, child
or dependant of such a member, and did not receive correspondence
about your benefits in September 2019, please contact the Trustee of
the Plan c/o Intel Pensions Helpline, Willis Towers Watson, PO Box
545, Redhill, Surrey, RH1 1YX by no later than Friday 24 January
2020. You should include details of your current address and any
benefits to which you think you are entitled, together with any
supporting documentation.
The Trustee is in the process of winding-up the Plan and it is the
Trustee’s intention to distribute the assets of the Plan by securing the
benefits of its members and beneficiaries as soon as possible.
If the Trustee is not made aware of any entitlement you may have
under the Plan by Friday 24 January 2020, it will distribute the assets
of the Plan and will not be liable to pay benefits to you.
If you received an announcement from the Trustee dated 13
September 2019 or you have already retired and secured a pension
by way of an annuity outside of the Plan, you do not need to contact
the Trustee.
Issued on behalf of The Law Debenture (Intel Old Plan) Pension
Trust Corporation, the Trustee of the Plan
MONEY
CHANGES IN CAPITAL STRUCTURE
This notice is in substitution for that which appeared in The Gazette
Notice ID Number - 3433434 https://www.thegazette.co.uk/notice/
NOTICE OF APPLICATION TO THE COURT
27 March 2019
BPSG LIMITED
69 Great Hampton Street
Birmingham
West Midlands
B18 6EW
England
Legal Person (Private Limited Company) under English Law
Registered number 06043981
Registered in England and Wales at Companies House, Crown Way,
Cardiff, CF14 3UZ
BPSG MBH
Untermarkt 32
Wolfratshausen
Germany
Legal Person (GbmH-Private Limited Company under German Law)
under German Law
Registered number HRB 244917
Registered in Germany at AG München –Registergericht-,
Infanteriestr. 5, 80315 München
Information relating to BPSG LIMITED is available from Companies
House, Cardiff, CF14 3UZ
Information relating to BPSG MBH is available from AG München –
Registergericht-, Infanteriestr. 5, 80315 München
Regulation 10 of The Companies (Cross-Border Mergers) Regulations
2007 requires copies of the draft terms of merger, the directors’ report
and (if there is one) the independent expert’s report to be kept
available for inspection.
Louise Smyth
Registrar of Companies for England and Wales
THE FORM CB01 RELATING TO A CROSS-BORDER MERGER,
WAS RECEIVED BY COMPANIES HOUSE ON: 15 MARCH 2019
Island Renewable Energy Limited
Unit 7, Sandyford Business Centre
Burton Hall Road
Sandyford
Dublin
D18X3V1
Republic of Ireland
A private limited company by shares subject to Irish law
Registered number 463986
Registered in Republic of Ireland at the Companes Registration Office,
Bloom House, Gloucester Place Lower, Dublin 1
The particulars for each merging company are as follows:
Oilean Renewable Energy Limited
6 Lower Park Row
Bristol
BS1 5BJ
England
A private company with limited liability subject to English law.
Registered number 07636412
Registered in England and Wales at Companies House, Crown Way,
Cardiff, CF14 3UZ
Information relating to Island Renewable Energy Limited is available
from the Companes Registration Office, Bloom House, Gloucester
Place Lower, Dublin 1
Information relating to Oilean Renewable Energy Limited is available
from Companies House, Cardiff, CF14 3UZ
Regulation 10 of The Companies (Cross-Border Mergers) Regulations
2007 requires copies of the draft terms of merger, the directors’ report
and (if there is one) the independent expert’s report to be kept
available for inspection.
Louise Smyth
Registrar of Companies for England and Wales
CATHEDRALS MEASURE 1999
ST PAUL'S CATHEDRAL
NOTICE is given that the Council of the Cathedral Church of St Paul in
London (St Paul's Cathedral) has prepared a draft Instrument with the
intention of further revising the Cathedral's Constitution and Statutes
which were made under the Cathedrals Measure 1999.
The Council has prepared complete revisions of both the Constitution
and the Statutes with the object of increasing from 4 to 7 the number
of members of Chapter in addition to the Dean and the Canons
Residentiary, amending the provisions relating to the appointment and
terms of service of the Canons Non-Residentiary and the Lay Canons
and relating to meetings of Chapter.
A copy of the draft Instrument which the Council has prepared to put
these changes into effect and of the proposed draft Constitution and
Statutes may be inspected on request at the Chapter House, St
Paul's Churchyard, London EC4M 8AD during normal office hours and
are available on the Cathedral's website at www.stpauls.co.uk. A
document showing changes made from the existing Constitution and
Statutes is also available from the Chapter House and on the website.
Any person may make written representations about the proposed
changes and the draft Instrument. Representation should be sent to
the Registrar at The Chapter House, St Paul's Churchyard, London
EC4M 8AD or by email to [email protected] and must
be received by close of business on 24th April 2019. The Council will
consider any representations received before deciding whether to
make the Instrument in the published or in an amended form.
Emma Davies
Registrar
for and on behalf of the Council of St Paul's Cathedral
22 March 2019
LORDSHIP TITLES
TAKE NOTICE that exclusive hereditary rights derived from the
following titles:
Manorial Lordship Title of Woodhall or Hallplace or Groveplace,
Isleworth Parish, Middlesex have been conveyed to Mark Horvath of
the United States on the 21st March 2019.
It should be noted that the titles have been created by legal process,
not through a re-grant or re-establishment by the Crown.
OTHER NOTICES
All enquiries to Manorial Counsel Limited, The Icon, Daventry, NN11
0QB
Solicitors acting; Hatton Solicitors 1 Sheaf Street, Daventry,
Northamptonshire, NN11 4AA. SRA number 125364 (ref Hatton’s) as
agents for and on behalf of Manorial Counsel Limited England and
Wales 8464518 The iCon, Daventry, Northamptonshire, NN11 0QB.
TO ALL TO WHOM THESE PRESENTS SHALL COME, I ANDREW
JONATHAN CLAUDET of the City of London, England NOTARY
PUBLIC by royal authority duly admitted, sworn and holding a faculty
to practise throughout England and Wales, DO HEREBY CERTIFY the
genuineness of the signature subscribed to the written resolutions
hereunto annexed for and on behalf of CNA EUROPE HOLDINGS
LIMITED, a United Kingdom company duly organised and existing,
registered with the Registrar of Companies for England and Wales
under number 3526047 (hereinafter "the Company"), such signature
having been this day subscribed in my presence by AREOMI
OMISORE, duly authorised attorney-in-fact of the Company under
and by virtue of a power of attorney dated 26th February 2019 and
produced unto me the said notary.
AND THAT the said attorney-in-fact, acting in such capacity, is duly
authorised to sign the said resolutions on behalf of the Company.
IN FAITH AND TESTIMONY WHEREOF I the said notary have
subscribed my name and set and affixed my seal of office in London,
England this twentieth day of March in the year two thousand and
nineteen.
CNA Insurance Company Limited
(Registered in England & Wales - No. 00000950)
(the Company)
WRITTEN RESOLUTIONS ORDINARY RESOLUTIONS
Pursuant to Chapter 2 of Part 13 Companies Act 2006 the directors of
the Company propose that the following resolutions are passed as
ordinary resolutions in accordance with section 282 Companies Act
2006 in relation to the Contribution (such term being defined in the
Appendix hereto, whilst any other term used but not defined below
shall also have the meaning given to it in the Appendix):
FIRST RESOLUTION
CNA Europe Holdings Limited (the Sole Shareholder) acknowledges
that the Contribution became effective on the Effective Date.
SECOND RESOLUTION
The Sole Shareholder (i) acknowledges the Value Decrease and (ii)
acknowledges and approves the Adjustment Mechanism.
THIRD RESOLUTION
The Sole Shareholder acknowledges the value of the Contribution as
at 1 January 2019 which is based on the net asset values of the
transferred businesses as at 31 December 2018.
FOURTH RESOLUTION
The Sole Shareholder acknowledges the Confirmatory Auditor Report
on the Contribution, it being noted that the conclusion of the
Confirmatory Auditor Report on the Contribution reads as follows;
"Based on our review, nothing has come to our attention that causes
us to believe that the updated global value of the contribution in kind
as at 1 January 2019 determined on net assets valued as at 31
December 2018 does not correspond at least to the number and the
nominal value, increased by the share premium, of the shares issued
in counterpart on 1 January 2019."
A copy of the Confirmatory Auditor Report on the Contribution, after
having been initialled ne varietur by the proxyholder of the Sole
Shareholder, shall remain attached to these Written Resolutions, in
order to be submitted with these Written Resolutions to the
registration authorities.
FIFTH RESOLUTION
In accordance with the Adjustment Mechanism, the Sole Shareholder
acknowledges and approves the Definitive Figures in relation to the
Contribution, such that, as of the Effective Date, to the extent required
with retroactive effect for accounting purposes:
(a) the valuation of the Contributed Branches for the purpose of the
Contribution shall be one hundred fifty-three million one hundred
seventy-four thousand two hundred eighty-nine Euro (EUR
153,174,289);
(b) the issuance price of the New Shares shall be one hundred fifty-
three million one hundred seventy-four thousand two hundred eighty-
nine Euro (EUR 153,174,289); and
(c) the share premium allocation in relation to the Contribution shall be
seventy-six million one hundred twenty-four thousand two hundred
eighty-nine Euro (EUR 76,124,289).
SIXTH RESOLUTION
In accordance with the Adjustment Mechanism, the Sole Shareholder
acknowledges and approves that the amount of the share capital
increases resulting from the Contribution and the number of new
shares issued in consideration therefor, as recorded in the Initial Deed,
shall not be affected by the Adjustment Mechanism.
SEVENTH RESOLUTION
In accordance with the Adjustment Mechanism, the Sole Shareholder
acknowledges and approves that the Adjustment Mechanism shall
not affect the effectiveness of the Contribution as of the Effective
Date.
EIGHTH RESOLUTION
The Sole Shareholder hereby empowers and authorises any director
of the Company and any lawyer or employee of Norton Rose Fulbright
LLP, Norton Rose Fulbright Luxembourg SCS and Norton Rose
Fulbright Studio Legale (Milan), each one acting individually with
power of substitution, to see to any and all steps and actions and
perform any and all documents, notices and instruments that may be
required, desirable or appropriate in connection with the Contribution
and generally these Written Resolutions.
By Order of the Board:
Director/Secretary
Date: 20 March 2019
INFORMATION REQUIRED TO COMPLY WITH SECTION 291(4)
COMPANIES ACT 2006
1 Eligible members are members who would have been entitled to
vote on the resolution on the circulation date of the written resolution.
2 The procedure for signifying agreement by an eligible member to the
written resolution is as follows:
• A member signifies his agreement to the proposed written resolution
when the Company receives from him (or someone acting on his
behalf) an authenticated document which both identifies the
resolution to which it relates and indicates his agreement to the
resolution.
• The document must be sent to the Company in hard copy form or in
electronic form in one of the following ways:
• By Hand: Delivering the signed copy to 20 Fenchurch Street,
London, EC3M 3BY
• Post: Returning the signed copy by post to CNA Insurance
Company Limited, 20 Fenchurch Street, London, EC3M 3BY
• E-mail: By attaching a scanned copy of the signed document to an
e-mail and sending it to Virginie Lepage
([email protected]). Please enter "Written Resolution
dated 20 March 2019" in the e-mail subject box.
• A member's agreement to a written resolution, once signified, may
not be revoked.
• A written resolution is passed when the required majority of eligible
members has signified their agreement to it.
3 The period for agreeing to the written resolution is the period of 28
days beginning with the circulation date (see section 297 Companies
Act 2006).
4 In the case of joint holders of shares, only the vote of the senior
holder who votes will be counted by the Company. Seniority is
determined by the order in which names of the joint holder appear in
the Register of Members.
5 If you are signing this document on behalf of a member of the
Company under a power of attorney or other authority, please send a
copy of the relevant power of attorney or authority when returning this
document.
AGREEMENT BY ELIGIBLE MEMBER TO WRITTEN RESOLUTION
I being an eligible member of the Company:
1 Confirm that I have received a copy of the above written resolutions
in accordance with section 291 Companies Act 2006; and
2 Hereby resolve and agree that the above resolutions are passed as
written resolutions pursuant to section 288 Companies Act 2006 and
that such resolutions shall take effect as ordinary resolutions.
For and on behalf of CNA EUROPE HOLDINGS LIMITED;
Areomi Omisore
20 March 2019
Acting by power of
attorney dated 26 February 2019
IN THE PRESENCE OF
Notary Public London, England
(Andrew J. Claudet)
Appendix
Background to the resolutions
OTHER NOTICES
1 The share capital of the Company amounts to one hundred and
thirty million, two hundred thousand pounds sterling (£130,200,000),
represented by thirteen million, twenty thousand (13,020,000) fully
paid-up shares, having a nominal value of ten pounds sterling (£10)
each,
2 The Sole Shareholder (i) owns all the shares issued by the Company,
and (ii) considers itself duly informed of the contents of the resolutions
to be taken and waives, to the extent necessary, any convening
notice.
3 The Sole Shareholder approved written sole shareholder resolutions
on 3 December 2018 recorded in a notarial deed (the Initial Deed), to
be effective as of 00;01am GMT / 01;01am CET on 1 January 2019
(the Effective Date).
4 By way of the Initial Deed, the Sole Shareholder approved inter alia
the following resolutions:
(a) the Sole Shareholder resolved to acknowledge and approve
common draft terms of contribution of certain branches of activities
(projet d'apport de branches d'activités) (the Common Draft Terms)
pursuant to articles 1040-3 and 1030-1 through 1033-1 (except
1031-16) of the Luxembourg law of 10 August 1915 on commercial
companies, as amended (the 1915 Law), dated as of 24 October
2018, describing the terms applicable to the contribution of the
Belgian branch, the Danish branch, the French branch, the German
branch, the Italian branch and the Dutch branch of the Company,
where each such branch ("succursale") constituted a separate and
autonomous branch of activities ("branche d'activites") of the
Company, to CNA Insurance Company (Europe) S.A. (CICE), whereby
the Company, without being dissolved or liquidated, contributed to
CICE all the assets and liabilities composing the activities of those
branches ("succursales") (such branches of activities, including the
assets and liabilities that relate thereto, and as further described in the
Common Draft Terms, the Contributed Branches), where such
assets and liabilities as were previously allocated to a branch of the
Company in a given jurisdiction were allocated to CICE's branch in
the same jurisdiction, for consideration consisting of newly issued
shares in CICE issued to the Company (the Contribution);
(b) the Sole Shareholder resolved to acknowledge and approve the
Contribution based on a provisional contribution valuation following
from a pro-forma interim balance sheet of CICE drawn up on a
voluntary basis as of 30 June 2018, showing the aggregate assets
and liabilities contributed to CICE as at 30 June 2018, as if the
contributed business had been conducted by CICE rather than the
Company at 30 June 2018 (the Interim Balance Sheet);
(c) the Sole Shareholder resolved to acknowledge a provisional
auditor report dated as of 17 October 2018 on the Contribution,
drawn up by PricewaterhouseCoopers Luxembourg, réviseur
d'entreprises, pursuant to articles 420-10 juncto 420-23 of the 1915
Law (the Provisional Auditor Report on the Contribution);
(d) the Sole Shareholder resolved to acknowledge that, in accordance
with the Common Draft Terms and article 1031-14 of the 1915 Law,
the Contribution was to take effect among the Company and CICE as
of the Effective Date;
(e) the Sole Shareholder resolved to approve the Company
subscribing for 77,050,000 new ordinary shares in CICE, having a
nominal value of one Euro (EUR 1) each, against an aggregate
subscription price of EUR 160,567,000 (the New Shares);
(f) the Sole Shareholder resolved to approve the Company paying up
such New Shares in full by means of a contribution in kind consisting
of the Contributed Branches, having a contribution value of EUR
160,567,000, being the net accounting value of the Contributed
Branches as of the date of the Interim Balance Sheet (the Payment
Amount);
(g) the Sole Shareholder resolved to approve that the Payment
Amount be allocated as follows:
(i) EUR 77,050,000 to the share capital account of CICE; and
(ii) subject to the adjustment mechanism set out in this supplementary
deed and further described in the Common Draft Terms and the Initial
Deed (the Adjustment Mechanism), EUR 83,517,000 to the share
premium account of CICE; and
(h) the Sole Shareholder resolved to acknowledge and agree to the
Adjustment Mechanism now to be approved by way of this
supplementary deed.
5 The Sole Shareholder approved written sole shareholder resolutions
on 5 December 2018 recorded in a supplementary deed (the First
Acknowledgment Deed).
6 By way of the First Acknowledgment Deed, the Sole Shareholder
resolved to acknowledge the making of the Court Order sanctioning
the Part VII Transfer as referred to in section 3(a)(i) of the Common
Draft Terms.
7 Subject to the Adjustment Mechanism, the Contribution became
effective on the Effective Date in accordance with the Common Draft
Terms.
8 The Sole Shareholder approved written sole shareholder resolutions
on 7 January 2019 recorded in an acknowledgment deed (the Second
Acknowledgment Deed).
9 By way of the Second Acknowledgment Deed, the Sole Shareholder
resolved to acknowledge the effectiveness of the Contribution as of
the Effective Date.
10 In accordance with the Adjustment Mechanism, the Sole
Shareholder acknowledges that as of 31 December 2018, the value of
the Contributed Branches has decreased compared to the provisional
valuation based on the Interim Balance Sheet (which provisional
valuation is set out in the Common Draft Terms and the Initial Deed),
due to value fluctuations that are inherent to the carrying on of
insurance business (the Value Decrease).
11 The Company's board of directors (the Board) has drawn up an
unaudited balance sheet of the Company for the financial year ended
on 31 December 2018 (the CICL Balance Sheet) and notes that the
board of directors of CICE has drawn up an unaudited pro forma
balance sheet of CICE prepared on a Luxembourg GAAP basis as of
31 December 2018, showing the aggregate assets and liabilities
contributed to CICE as if the contributed business were conducted by
CICE rather than the Company as at 31 December 2018 (the CICE
Pro Forma Balance Sheet).
Copies of the CICE Pro Forma Balance Sheet and of the CICL
Balance Sheet, after having been signed ne varietur by the
proxyholder of the Sole Shareholder, shall remain attached to the
present deed, in order to be submitted with this deed to the
registration authorities.
12 On the basis of the CICE Pro Forma Balance Sheet and of the
CICL Balance Sheet and in accordance with the Adjustment
Mechanism, the Company and CICE have agreed on the following
adjustments to (i) the contribution value of the Contributed Branches,
(ii) the issuance price of the New Shares, and (iii) the share premium
allocation in relation to the Contribution:
Adjustment Provisional figure Definitive figure
Contribution value of
the Contributed
Branches
EUR 160,567,000 EUR 153,174,289
Issuance price of the
New Shares
EUR 160,567,000 EUR 153,174,289
Share premium
allocation in relation
to the Contribution
EUR 83,517,000 EUR 76,124,289
13 The figures set out in the column "Definitive figure" of the table
above shall hereinafter be referred to as the Definitive Figures.
14 The Sole Shareholder notes that the definitive contribution values
of each of the Contributed Branches correspond to the following
amounts:
- Contribution value of the Belgian branch: EUR 16,326,947
- Contribution value of the Danish branch; EUR 15,683,542
- Contribution value of the Dutch branch; EUR 22,843,141
- Contribution value of the French branch: EUR 51,123,304
- Contribution value of the German branch: EUR 20,164,084
- Contribution value of the Italian branch: EUR 27,033,271
15 The Sole Shareholder notes that the amount of the share capital
increase resulting from the Contribution and the number of new
shares issued in consideration therefor will not be affected by the
Adjustment Mechanism.
16 PricewaterhouseCoopers Luxembourg, réviseur d'entreprises, has
drawn up a confirmatory auditor report dated as of 1 March 2019
regarding the revised contribution value of the Contributed Branches
(the Confirmatory Auditor Report on the Contribution).
A copy of the Confirmatory Auditor Report on the Contribution, after
having been signed ne varietur by the proxyholder of the Sole
Shareholder, shall remain attached to the present deed, in order to be
submitted with this deed to the registration authorities.
OTHER NOTICES
17 The Board has proposed to the Sole Shareholder to (i)
acknowledge the value of the Contribution as at 1 January 2019
which is based on the net asset values of the transferred businesses
as at 31 December 2018 and (ii) approve the Definitive Figures in
relation to the Contribution by way of this supplementary deed which
shall complete the Initial Deed.
18 The Sole Shareholder acknowledges that on or around the date of
these Written Resolutions, the Company, in its capacity as sole
shareholder of CICE, shall (i) acknowledge the value of the
Contribution as at 1 January 2019 which is based on the net asset
values of the transferred businesses as at 31 December 2018 and (ii)
approve the Definitive Figures in relation to the Contribution.
19 The Adjustment Mechanism will not affect the effectiveness of the
Contribution as of the Effective Date.
20 The CICL Balance Sheet, the CICE Pro Forma Balance Sheet and
the Confirmatory Auditor Report on the Contribution were made
available to the Sole Shareholder as well as the Company in its
capacity as sole shareholder of CICE prior to the date of the present
Written Resolutions at the registered offices of each of CICE and the
Company.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
OTHER NOTICES
MONEY
PENSIONS
SAATCHI & SAATCHI GROUP MONEY PURCHASE PLAN
(“THE PLAN”)
This Notice relates to the Plan, which commenced on 6 April 2001
and closed to new entrants on 31 December 2007. The Plan
commenced winding up on 12 September 2018.
Pursuant to section 27 of the Trustee Act 1925, Publicis Group UK
Trustee Limited (the “Trustee”), the trustee of the Plan, hereby gives
notice of its intention to wind up the Plan and distribute its assets,
and require any person having an interest in the Plan to send
particulars of his interest or claim in respect of the Plan to the Trustee
within the next two months from the date of this notice. After this
time, the Trustee will distribute all or any of the assets of the Plan, to
or among the persons entitled thereto, having regard only to the
interests or claims of which the Trustee then has had notice. The
Trustee shall not, then, be liable to any person of whose claim the
Trustee or personal representatives have not had notice at or before
the time of distribution.
Notification is not required from persons who are currently in receipt
of a pension from the Plan, or who have already received
correspondence relating to the wind-up of this Plan from the Trustee.
Interested parties should write to the address below, and provide their
full name, address, date of birth, National Insurance number, dates of
membership of the Plan, and any other information that forms the
basis of their claim:
Sue Curley
Secretary to the Trustee
Buck
St Vincent House
Ipswich
IP1 1UQ
Email: [email protected]
MONEY
COMPANIES RESTORED TO THE REGISTER