1.

Applicants
2. Z Price
3. First
4. ZP1
5. 19 September 2024

CASE NO:

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF ISG CENTRAL SERVICES LIMITED

AND IN THE MATTER OF ISG INTERIOR SERVICES GROUP UK LIMITED
AND IN THE MATTER OF ISG UK RETAIL LIMITED
AND IN THE MATTER OF ISG ENGINEERING SERVICES LIMITED
AND IN THE MATTER OF ISG FIT OUT LIMITED
AND IN THE MATTER OF ISG RETAIL LIMITED
AND IN THE MATTER OF ISG JACKSON LIMITED
AND IN THE MATTER OF ISG CONSTRUCTION LIMITED
AND IN THE MATTER OF THE INSOLVENCY ACT 1986
BETWEEN :

THE DIRECTORS OF THE COMPANIES (AS DEFINED BELOW)

Applicants

and

(1) ISG CENTRAL SERVICES LIMITED

(2) ISG INTERIOR SERVICES GROUP UK LIMITED
(3) ISG UK RETAIL LIMITED
(4) ISG ENGINEERING SERVICES LIMITED
(5) ISG FIT OUT LIMITED
(6) ISG RETAIL LIMITED
(7) ISG JACKSON LIMITED
(8) ISG CONSTRUCTION LIMITED
Respondents

WITNESS STATEMENT
OF ZOE PRICE

I, Zoe Price, of Aldgate House, Aldgate High Street, London, England, EC3N 1AG, WILL
SAY AS FOLLOWS:-

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INTRODUCTION

1. I am a director of each of the following companies:

Company Company Number

ISG Central Services Limited 02997684

ISG Interior Services Group UK Limited 02989004

ISG UK Retail Limited 04491779

ISG Engineering Services Limited 10289327

ISG Fit Out Limited 06954059

ISG Retail Limited 02721627

ISG Jackson Limited 00767259

ISG Construction Limited 00450103

2. I am duly authorised to make this witness statement by the board of directors (the
Board Boards
Companies

3. Unless stated otherwise, the facts and matters set out in this witness statement
are within my knowledge and are true. Where any facts or matters are not within
my own knowledge, the source of the information is identified, and those facts
and matters are true to the best of my knowledge and belief.

4. This witness statement has been prepared by exchanging emails and speaking
legal advisors Pinsent Masons LLP Pinsent Masons and
financial advisors Ernst & Young LLP EY , by telephone and video conference.

5. I refer below to certain documents which, for ease of reference, are contained in
ZP1
references in the following paragraphs of this witness statement are to page
ZP1

APPLICATIONS FOR ADMINISTRATION ORDERS AND THE APPOINTMENT OF THE

PROPOSED ADMINISTRATORS

6. I make this witness statement on behalf of the Board of Directors of each

Company in support of the application submitted in respect of each Company for
an Order Applications as follows:

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6.1 with effect from 11.59pm on 22 September 2024;

6.1.1 an administration order is made in relation to the Company;

6.1.2 Timothy Vance, Alan Michael Hudson and Dan Edkins of Ernst & Young
Proposed Administrators
administrators of the Company;

6.1.3 during the period for which the Order is in force, the affairs, business
and property of the Company be managed by the Proposed
Administrators; and any act required or authorised under any
enactment to be carried out by an administrator may be done by any or
all the Proposed Administrators either acting jointly or alone.

6.2 that the costs of the Application (including legal and accountancy costs incurred
in connection therewith) be paid as an expense of the administration;

6.3 there be liberty for the Applicants or the Proposed Administrators to apply to vary
or rescind the Order; and

6.4 such other order as the Court thinks appropriate.

7. The Application for each Company is made by the directors of the Company. I
understand from my advisors that, under paragraph 12(1)(b) to Schedule B1 of
Schedule B1
apply to the Court for an order placing the company into administration and the
conditions of making the order are set out in paragraph 11 of Schedule B1, being:

7.1 that the company is or is likely to become unable to pay its debts; and

7.2 that the administration order is reasonably likely to achieve the purpose of the
administration.

8. As regards the first limb, each Company is unable to pay its debts and is insolvent
(which is explained in more detail below).

9. I understand from my advisors that the second limb is defined by paragraph 3(1)
of Schedule B1 which provides that an administrator must perform his functions
with the objective of:

9.1 rescuing the company as a going concern; or

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9.2
likely if the company were wound up (without first being in administration); or

9.3 realising property in order to make a distribution to one or more secured or

preferential creditors.

10. I am aware that Timothy Vance, one of the proposed administrators of the
Companies is concurrently making a witness statement that details the purpose
of the administration of each Company and the strategy intended to be taken by
the Proposed Administrators to achieve each purpose TV Witness
Statement However, I understand that the Proposed Administrators are of the
following view:

10.1 it is not likely to be possible to rescue any of the Companies as a going concern
(paragraph 3(1)(a) of Schedule B1);

10.2 the purpose of the administration of each of the Companies will be to achieve a

if that Company were wound up without first being in administration (paragraph

3(1)(b) of Schedule B1) Purpose B ; and

10.3 if Purpose B ceases in due course to be achievable in respect of certain or all of

the Companies, the purpose of the administration will be to realise property in
order to make a distribution to one or more secured or preferential creditors.

11. I am advised by the Proposed Administrators that in respect of each Company,

administration is the most appropriate process to preserve the value of the
respective business, realise any assets of the Companies and protect the
interests of the creditors of each Company. I understand that the TV Witness
Statement provides detail on the reasons for this and do not propose to duplicate
its content in this witness statement.

BACKGROUND TO THE COMPANIES

12. Group The Group is an

international construction services company operating across the United
Kingdom, Europe and the Middle East. Of these jurisdictions, the majority of the
operations are focused in the United Kingdom. A copy of the group
structure chart showing the composition of the Group as at 1 May 2024 is
exhibited at page 1. The ultimate beneficial owner of the Group is William

4
 Harrison (an ultra-high-net worth individual), the shareholder of Fond III LLC
which owns Cathexis Holdings V LP. Cathexis UK Holding Ltd Cathexis is the
immediate parent company of ISG Limited.

13. Cathexis purchased the shareholding in ISG Limited in 2016. At such time, the
ISG Group was publicly traded, and Cathexis subsequently took the Group
private after a prolonged period of financial troubles and inconsistent results.
Since the Group was taken private in 2016, financial results improved. Global
revenues across the Group are in the region of $3 billion and the Group is one of
the largest construction contractors in Europe. Reasons for the recent financial
difficulties experienced by the Group are discussed further below in this witness
statement.

14. and fit out services are primarily carried out across the
following sectors: (i) central and local government, (ii) education, (iii) real estate
and development, and (vi) private sector office fit. Key areas of work have
involved:

14.1 it
delivers a range of schemes including educational spaces, offices, leisure
centres, defence, justice and emergency service facilities, health and community
projects. In the UK specifically, the Group is one of four strategic suppliers to the
public sector and delivers a full spectrum of construction projects at range from
small and bespoke to hyperscale;

14.2 in respect of education, the Group works with its clients across schools, colleges
and universities to create facilities and spaces for leading institutions;

14.3 in respect of real estate and development, the Group delivers new builds,
complex refurbishments and high-quality spaces across a range of projects such
as office spaces, retail outlets and high-tech manufacturing facilities; and

14.4 in respect of private sector office fit-out, the Group delivers workplace interior
solutions in new or refurbished office buildings at the start of long-term tenancies
to meet the unique requirements of the particular occupier.

15. The Group has over 30 years of industry experience and employs approximately
3,000 people across the multiple jurisdictions in which it operates.

16. I have set out below the role of each of the Companies within the Group:

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16.1 ISG Central Services Limited: this company maintains the head office for the
Group and provides the other Companies with enabling services, management
services and royalty income and operates Group payroll.

16.2 ISG Interior Services Group UK Limited: this company is the parent company of
ISG Engineering Services Limited and ISG Fit Out Limited, and is the employer
of the staff for such entities.

16.3 ISG UK Retail Limited: this company is the parent company for ISG Retail Limited

16.4 ISG Engineering Services Limited: this company engages with its clients to
provide engineering services, primarily in respect of projects concerning data
centres and health and science facilities.

16.5 ISG Fit Out Limited: this company is the market leader in offering fit-out services
across the United Kingdom. The business is split across two principal services,
being major projects (such as large corporate fit out projects) and agile projects
(being smaller scale projects and retrofits).

16.6 ISG Retail Limited: this company leads the retail business of the Group in the
United Kingdom providing services across both the public and private sector. The
division also incorporates logistics and distribution, which was previously a
standalone division, and which is focused on delivering high quality logistics and
warehouse facilities for developers and occupiers.

16.7 ISG Jackson Limited: this company occupies premises in Ipswich as tenant under
a lease and this is where the IT systems and servers are located which service
the Group .

16.8 ISG Construction Limited: this company is one of the most prominent construction
services providers within the United Kingdom split across three regions being
London, southern England and northern England. The construction business
provides construction services from planning to completion of projects in respect
of private customers but also has a significant public sector focus catering to both
central and local government.

17. None of the Companies are currently authorised by the Financial Conduct
FCA ISG Interior Services Group UK Limited was previously
authorised by the FCA but this authorisation ceased on 15 February 2018.

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18. In the table below, I have set out details of the current directors and shareholders
for each Company:

Company Current Directors Current Shareholders

ISG Central Services Jane Louise Falconer 49,483,864 ordinary shares

Limited Richard John Hubbard held by ISG Limited

Andrew Slaney Page

Zoe Price

Thomas George Smith

ISG Interior Services Andrew Slaney Page 500,000,000 ordinary shares

Group UK Limited Zoe Price held by Interior Services
Group (UK Holdings) Limited
Thomas George Smith

ISG UK Retail Limited Andrew Slaney Page 190,971,930 ordinary shares

Zoe Price held by ISG Interior Services

Group UK Limited

ISG Engineering Services Scott Bolton 1 ordinary share held by ISG

Limited Jane Louise Falconer UK Fit Out Limited

Scott McClue McCulloch

Peter Jon Millett

Zoe Price

ISG Fit Out Limited Jane Louise Falconer 1 ordinary share held by ISG

Andrew John Hargrave UK Fit Out Limited

Matthew Brandon Hurrell

Christopher Benjamin Peters

Lee Phillips

Zoe Price

ISG Retail Limited Mark Cesenek 15,000 ordinary shares held

Kevin Patrick Dengate by ISG UK Retail Limited

Anthony Kenneth Down

David Graham Entwistle

Jane Louise Falconer

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 Zoe Price

ISG Jackson Limited Scott Bolton 1,600,000 ordinary shares

Zoe Price held by ISG Construction

Limited

ISG Construction Limited Scott Bolton 91,000,000 ordinary shares

Mark Cesenek held ISG Construction

Holdings Limited
Jonathan Ellis James

Zoe Price

Thomas George Smith

Christopher Howard Tapson

SECURITY STRUCTURE

19. I have set out below the current security position in respect of each Company:

Security Date Chargor Secured Creditor

Charge Over Shares 5 September 2019 ISG Central Goldman Sachs Bank
Services Limited USA

Charge Over Shares 5 September 2019 ISG Interior Goldman Sachs Bank
Services Group UK USA
Limited

Rent Deposit Deed 20 December 2004 ISG Interior Lionbrook Nominee

Services Group UK
Limited Limited and Lionbrook

No 2 Limited

Charge Over Shares 5 September 2019 ISG UK Retail Goldman Sachs Bank
Limited USA

Charge Over 5 September 2019 ISG Engineering Goldman Sachs Bank

Receivables Services Limited USA

Charge Over 5 September 2019 ISG Fit Out Limited Goldman Sachs Bank
Receivables USA

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 Charge Over 5 September 2019 ISG Retail Limited Goldman Sachs Bank
Receivables USA

Charge Over 5 September 2019 ISG Construction Goldman Sachs Bank

Receivables Limited USA

20. Notwithstanding the above security, none of the secured creditors hold a
qualifying floating charge within the meaning of Schedule B1 in respect of any of
the assets of the Companies.

RECENT EVENTS AND REASONS FOR THE COMPANIES FINANCIAL DIFFICULTIES

21. The primary reasons for the financial difficulties encountered by the Group are an
interplay of the following factors:

21.1 there has been a cyclical downturn in the UK economy and in the construction
sector. The Covid-19 pandemic, geopolitical developments such as the war in
Ukraine, and the reaction to the September 2022 mini-budget have all contributed
to a high rate of inflation, which have adversely affected many construction
companies (including the Group) in the form of increased costs and uncertainty.
As reported by the Insolvency Service, there were 4,371 insolvencies in the UK
construction sector in 2023 more than any other sector in the UK (pages 2 to
9);

21.2 there has been a collapse in the bonding market in the construction industry. A
number of key providers of surety bonds have exited the market. These are
providers that provide performance bonds to Employers in case of the insolvency
of a main contractor in relation to a construction project. The downturn is in
response to the increased number of construction insolvencies over recent years
(as referenced above) making it economically unfeasible for certain providers to
continue to operate in this market. The lack of availability of surety bonds means
it has been more expensive or simply not possible for the Group to procure
performance bonds for certain projects
income stream. As at 9 September 2024, the Group has been required to provide
over £16 million of cash-backed bonding collateral;

21.3 legacy issues

relating to large loss-making contracts secured between 2018 and 2020 (primarily
in the Logistics & Distribution sectors as well as some Data Centre projects).

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 COVID also impacted projects, where significant additional time and higher costs
were required to reach completion (as has been the case with many other
contracting businesses). Both of these factors resulted in significant levels of
claims by the Group against its customers which by October 2023 totalled
c.£100m materially impacting available liquidity;

21.4 in addition, there have been difficulties encountered in relation to specific large
projects of the Group:

21.4.1 the construction

billion gigafactory. The project was worth
approximately £300 million to the Group and was due to be delivered in
2027. However, Britishvolt entered into administration in January 2023
as a result of its financial difficulties; and

21.4.2 in 2022, the Group won the £600 million Hertfordshire Sunset Studios
project. However, the project was paused in the following year;

21.5 on 6 October 2023, a winding up petition was filed against a member of the Group
in relation to an unpaid supplier balance of c.£70,000. Whilst the Group made an
immediate payment to discharge the petition, the filing had become market
knowledge, resulting in increased supplier pressure and the withdrawal or
reduction of trade credit insurance. In response to this increased liquidity
pressure, the Group requested and was granted a Time to Pay Arrangement
TTP by HMRC in the sum of £60 million in relation to VAT liabilities owing at
31 October 2023, to be repaid between 30 November 2023 and 30 April 2024
(pages 10 to 11);

21.6 subsequently,
to previous forecasts, the Group requested a revised TTP from HMRC on 29
January 2024. Following discussions with HMRC, a revised TTP was agreed on
15 February 2024 (pages 12 to 16), with VAT liabilities of £60 million to be
reprofiled at £5 million per month over the 2024 calendar year with the final
instalment on 31 December 2024. In the event that a recapitalisation of the Group
was achieved before this, the TTP would be repaid in full via a bullet repayment
of the outstanding balance due at the date of recapitalisation;

21.7 following the agreement of the TTP in February, recognising that the Group was
in need of a material recapitalisation (c.£80 million requirement), a strategy was

10
 followed to seek this through a) a sale of the Fit Out division in order to
recapitalise the remainder of the Group or b) a refinancing of the Cathexis Group
which was intended to result in the required funds being injected into ISG;

21.8 whilst the sale process for the Fit Out division was commenced, and initial interest
was received, this process was paused in May 2024 when an offer was received
by Cathexis for a solvent sale of the entire ISG Group (see below). Exclusivity
was granted to this proposed buyer and due diligence was commenced by the
proposed buyer;

21.9 whilst the solvent sale has been pursued, the stretch on creditor liabilities has
remained at elevated levels for longer than expected (reaching levels of £115.9
million in the week ending 2 August 2024). The Group has forecast this stretch to
increase to c. £160 million in the latest forecast and, as a result, activity levels
from sub-contractors on certain sites have reduced which have, in turn, reduced
valuations on a number of projects and revenues;

21.10 there has been a material increase in claims advanced against the Group by sub-
contractors and it has become more common for sub-contractors to submit 7-day
payment notices to the Group as a result of their concerns regarding the viability
of the Group. 7-day payment notices are notices issued by sub-contractors in
which they state that, if payment is not received within seven days, their works

There have been a number of negative press reports on the financial position of
the Group which has only increased the concerns of these sub-contractors (an
example is exhibited at pages 17 to 20
position have also harmed the ability of the Group to win new work through

viability and therefore its ability to successfully complete medium to long term
construction projects;

22. The above factors have coincided with a period in which Cathexis has not had
the available liquidity to commit to financially supporting the Group on a long-term
basis and the Group has been unable to secure completion of a proposed

11
 refinancing or sale further
below).

23. I set out below a summary of the actions taken by the Group alongside its
advisors to seek a resolution to the financial difficulties being experienced by the
Group.

Failure of Proposed Solvent Sale

24. Owing to the financial difficulties referenced above, the Group has for months
been in advanced negotiations with an investor based in South Africa Investor
for a proposed purchase by the Investor of Cathexis UK Holdings
shareholding in ISG Limited for an agreed sum of c. £93,000,000, pursuant to
which the Investor would have had ownership and control of the Group. The
Investor was understood to be an ultra-high-net-worth individual who wished to
diversify his interests into the construction sector. Cathexis and the management
team of the Group were informed by the Investor and his advisors that the
Investor had the funds both to pay the purchase pr
significant working capital requirements going forward. Legal advisors for
Cathexis and the Investor negotiated draft sale documentation that was in
advanced form. The Investor was receiving legal advice in relation to the
proposed sale from Mills & Reeve Solicitors in the UK. Completion was originally
targeted to take place at the end of June 2024.

25. Subsequently the Investor informed Cathexis that he was encountering difficulties
in transferring funds from South Africa into the UK due to a delay in the South
African Reserve Bank approving the transfer. I understand that Cathexis
repeatedly impressed upon the Investor the need to proceed quickly and Cathexis
was informed that the Investor was doing their utmost to resolve the position in
order that the proposed sale could proceed. During this period, the Board were
mindful that a solvent sale was anticipated that would allow each of the
Companies to continue as a going concern but ensured that advice was taken to
ensure the position of stakeholders within the Companies including the creditors
were protected.

26. During the week commencing 2 September 2024, the Investor reduced his offer,
proposing to purchase ISG Limited for £1 instead, but maintained the
commitment to advance funds into the Group to meet its working capital
requirements. I understand that this offer was acceptable in principle to Cathexis

12
 (as shareholder) and to Goldman Sachs (as
secured lender) given there were no better options available to them and it would
provide a solvent outcome for the Group. The Investor accordingly worked with
his financial advisors, Deloitte LLP, to conduct further due diligence on the Group
on an accelerated basis in order to finalise the determination of the working
capital that would be required for the Group to continue trading as a going
concern on an ongoing basis.

27. Cathexis subsequently made various attempts to further clarify the terms of the
revised offer with the Investor and understood the revised offer to centre on the
following points:

27.1 the Investor would acquire the entire shareholding of ISG Limited from Cathexis
for an aggregate nominal £1 consideration;

27.2 there would be no cash injection into the Group by the Investor on the completion
of the transaction;

27.3 the Investor would pursue an aggressive turn-around plan (which was not shared
with Cathexis) post-completion; and

27.4 the Investor hoped to be able to put a debt facility in place post-completion, to
support the referenced turn-around plan, in the sum of approximately US$50
million (which was considered by Cathexis to be insufficient and materially less
than the £120 million that the Investor had previously confirmed he would inject
into the Group at completion).

28. During the week commencing 9 September 2024, the Investor revised his offer
again. The Investor proposed that a £10 million dowry be paid by Cathexis in
order for the Investor to proceed with the proposed sale and to fund the working
capital requirements of the Group going forward. The Investor subsequently
communicated that he was changing his financing arrangements and that he was
no longer offering to fund the full extent of the working capital requirement of the
Group. Ultimately, despite numerous requests to the Investor to clarify the
financing arrangements, the Investor was unable to provide satisfactory financial
information.

29. Accordingly, Cathexis and the ISG board did not have sufficient certainty
that the Investor would proceed with the proposed sale and meet the

13
 funding requirements going forward. This was the particularly the case where
there was no binding offer from the Investor and the Investor did not provide
adequate proof of funds. The Boards did not consider it was in the best interests
of the Companies and the creditors to continue to proceed with attempting to
progress a potential transaction with the Investor in light of the serious financial
difficulties being experienced by the Group and an urgent solution being required
to preserve the value in the Group and protect the interests of creditors.

Accelerated Marketing Process

30. Having determined that the proposed sale to the Investor would not proceed,
urgent consideration was given to whether there would be any other viable third
parties that may be willing to acquire the Group (or part of the Group) solvently
on a going concern basis or acquire the business and assets of certain entities
within the Group.

ISG Fit Out Limited

31. As part of this process, a private equity house that has a specialism in investing
in distressed businesses Proposed Purchaser
progressing an acquisition of ISG Fit Out Limited. The Proposed Purchaser
initially considered the possibility of acquiring
shareholding in ISG Fit Out Limited, but subsequently determined this was not a
viable option as it was ascertained that ISG Fit Out Limited had given guarantees
in respect of certain substantial liabilities of other Group entities pursuant to
certain construction contracts. Accordingly, the Proposed Purchaser considered
purchasing the business and certain assets of ISG Fit Out Limited. However, after
an accelerated due diligence process, the Proposed Purchaser elected not to
proceed with the acquisition (confirmation of this was provided on 18 September
2024). I understand that this was in large part due to the uncertainty as to whether
certain contracts would be successfully novated to the buying entity and the
material working capital required to fund the Fit Out business.

32. Other potentially interested parties have been approached on an urgent basis
thereafter by EY. This process has not resulted in a buyer being located that is
willing and able to proceed with an acquisition on a going concern basis within
the timeframes required. A limited number of discussions are ongoing between
EY and potentially interested parties; should these result in an offer being made

14
 on a going concern basis prior to hearing of these Applications, an update will be
provided to the Court.

33. As the Board have determined that it is not viable to deliver a transaction for the
acquisition of the Group or any of the Companies on a going concern basis, and
given the financial position of the Companies (as discussed below), the Board of
each Company considered it was in the best interests of the relevant Company
and its creditors to resolve to apply to Court to seek an order to place the
Companies into administration.

FUNDING AND FINANCIAL POSITION OF EACH COMPANY

34. I refer to the breakdown of the balance sheet for each of the Companies which is
exhibited at pages 21 to 22 Balance Sheets Balance Sheets set out

35. The Balance Sheets for ISG Jackson Limited and ISG Construction Limited show
a negative net asset position. Whilst the Balance Sheets of the other Companies
show a positive net asset position on a going concern basis, significant assets
contained within the Balance Sheets have limited or no realisable value on a
break-up of the Group these include right of use assets, computer software
which is bespoke to the Companies and not sellable, investments in subsidiaries
(which are themselves insolvent) and receivables due from Cathexis which, as
discussed at paragraph 22, does not have its own sufficient liquidity. As such, the
true value of such assets is materially lower than the value stated in the Balance
Sheets or is nil. Further, the Balance Sheets do not include details of all
contingent liabilities including, notably, sums owed to Goldman Sachs (as lender
in respect of a £1.3 billion facility provided to Cathexis) pursuant to guarantees
given to Goldman Sachs by each of the Companies (save for ISG Jackson
Limited) in respect of that facility. In these circumstances, the Companies are
balance-sheet insolvent.

36. The Companies also cannot pay their debts as they fall due and are therefore
insolvent on a cash flow basis. This is evidenced by the overdue creditor liabilities
across the Group of c. £140 million as at 20 September 2024, and when including

liabilities exceeds £200 million. Exhibited at page 23 is a 12-week cashflow

forecast as at 11 September 2024. Rephased Subcon stretch £k
(this week) d to and anticipated to be owed to sub-

15
 contractors during the relevant 12-week period (it therefore does not include
sums owed to all creditors). The current liabilities are already very high and it can
be seen that the sum is expected to reach as high as c.£160 million during the
week ending 8 November 2024. The Companies are not in a position to pay these
sums. Closing Balance (available)
is actually materially worse than stated in this document for the week ended 13
September 2024, a closing balance of £33,857,000 is shown whereas the actual
balance ended up being below £7 million.

37. As set out above, the Companies are currently subject to a time-to-pay
arrangement with HMRC. Now that it has been determined that a solvent sale of
the Group will not be possible and given Cathexis will not provide further funding
will not be possible for
the Companies to comply with their obligations under this arrangement.

38. Furthermore, the Companies have been responding to a number of 7-day notices
(discussed above at paragraph 21.5) due to not being able to pay its
subcontractors on time. A number of statutory demands have also been served
on certain of the Companies by creditors in respect of unpaid debts.

OTHER FORMAL MATTERS

Jurisdiction

39. The registered office of each Company is in the United Kingdom and has been
for a period in excess of three months and each Company regularly conducts the
administration of its interests in the United Kingdom. To the best of my knowledge
and belief therefore, I believe that these proceedings will be COMI Proceedings
as defined in Rule 1.2(2) Insolvency (England and Wales) Rules 2016.

Service

40. Paragraph 12(2) of Schedule B1 and Rule 3.8 of the Insolvency (England and
Wales) Rules 2016 sets out the parties upon whom an application for an
administration order must be served.

41. The Proposed Administrators have waived the requirement for service on them
to be effected.

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42. Petitioner has presented a petition against ISG
Engineering Services Limited (further details of which are below). The petition
debt was paid but a copy of the application in respect of ISG Engineering Services
Limited

43. Save for that, there are no other persons listed in Paragraph 12(2) of Schedule
B1 and Rule 3.8 of the Insolvency (England and Wales) Rules 2016 on whom the
Applicants must serve each Application. Notwithstanding this, as mentioned
Goldman Sachs is a secured creditor of certain of the Companies and, in respect
of such Companies, the Applicants will give notice of the Applications to Goldman
Sachs once filed at Court so that it is appraised of ongoing matters,
notwithstanding that it is not the holder of a qualifying floating charge. Throughout
the actions taken to attempt to alleviate the financial difficulties of the Group and
secure a resolution for the Group, Goldman Sachs have nonetheless been kept
appraised as to the financial position of the Group and proposed plans concerning
the Companies.

Acts of the Proposed Administrators

44. The Proposed Administrators have signed statements confirming that they
consent to the appointment as administrators of the Companies pursuant to rule
3.2 of the Insolvency (England and Wales) Rules 2016. Copies of the statements
and consents to act are exhibited at pages 24 to 71.

45. For the purposes of paragraph 100(2) of Schedule B1, it is the intention that the
function of (or act required or authorised to be done) by the Proposed
Administrators in respect of each Company following their appointment may be
done by either or both of the Proposed Administrators either acting jointly or
alone.

46. The Proposed Administrators on their statements and consents to act in respect
of each Company have certified that the purpose of the administration for the
Company is reasonably likely to be achieved.

EXISTING INSOLVENCY PROCEEDINGS IN RESPECT OF THE COMPANIES

47. To the best of my knowledge, information and belief, there are no existing
insolvency proceedings in relation to the Companies (including any extant
petitions to wind up any of the Companies). Pinsent Masons have obtained an

17
 insolvency search against each Company on 18 September 2024 (pages 72 to
87). This indicated that there were no outstanding petitions for the winding up of
the Companies or other form of insolvency proceedings to which the Companies
are subject other than a -up petition presented by the Petitioner
against ISG Engineering Services Limited. However, the petition debt was paid

2024 at page 88. The payment confirmation is at page 89.

TIMING OF APPOINTMENT

48. In the United Kingdom, the Group is currently engaged in projects across
approximately 100 live construction sites and approximately 500 live fit-out or
retail sites. Projects operating on certain sites require a six day working week
(and in the case of certain retail sites, a seven day working week) so that staff
members and security are present on site throughout the week.

49. As a result of this, the Applicant and the Proposed Administrators request that
the administrations take effect from 11.59pm on 22 September 2024, so that the
Proposed Administrators can ensure that the relevant sites have been secured.
Additionally, the following business day the Proposed Administrators would be
able to announce their appointment to the staff of the Companies (as discussed
below), suppliers, landlords and other key stakeholders in an orderly fashion. If
ment over the Companies become effective
during a weekday, the Proposed Administrators anticipate that material difficulties
are likely to be encountered once the appointment is announced, such as: (i)
potential health and safety issues with individuals on site, (ii) certain contractors
or third parties seeking to access the sites in order to unlawfully remove assets
before the Proposed Administrators have had the opportunity to assess the
parties entitled to such assets, and (iii) greater difficulties in efficiently securing
the sites.

50. As a result of this time gap between the hearing of the Applications and any
administration orders that the Court may make, the Proposed Administrators are
conscious that there is the potential for a material unforeseen event to occur in
relation to a Company for example, one of the sites could be subject to a
significant health and safety problem. For this reason, the draft orders enclosed
with the Applications include a provision for liberty to apply, so that in the event
that in the time between the hearing of the Applications and administration orders

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 becoming effective, there is such an unforeseen event that may mean that the
Proposed Administrators are no longer in a position to accept the appointment,
there is possibility to apply to vary or rescind the Order in respect of that Company

51. Subject to the Court making the requested Orders and the appointments of the
Proposed Administrators taking place, a meeting of the employees of the
Companies would take place on 23 September 2024 where the Proposed
Administrators will inform such staff members of their appointment as joint
administrators of the Companies and subsequently confirm which staff members
are being made redundant and which are being retained to achieve the statutory
objective for the relevant Company. On a quarterly basis in the past, all UK staff
have been invited to attend an online meeting concerning the activities of the
Group and therefore, the Proposed Administrators are aware that the requisite
facilities are in place to be able to address staff members efficiently following their
appointment.

52. Prior to the meeting with the staff members, the directors of the Companies will
have filed the relevant HR1 forms (advanced redundancy notices) concerning
those Companies where redundancies are anticipated to be made. No
consultation with staff in respect of anticipated redundancies has been carried
out by the Boards of the Companies that have employees.

53. The Applicants and the Proposed Administrators have been working together to
prepare communications to the relevant stakeholders to be issued on the
appointment of the Proposed Administrators. I understand that the proposed
administrations of the Companies have also been discussed with insurers so that
they are appraised of matters and appropriate insurance cover will be in place.

URGENCY AND PRIVACY

54. Due to the rapidly deteriorating cash position of the Companies and the nature of

each Company consider it necessary for the respective Company to be placed

into administration as soon as possible.

55. As mentioned above, the Companies are insolvent. In these circumstances, the
Boards do not consider it appropriate (now that it is clear an insolvency process
cannot be avoided) for there to be any substantial delay between the

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 presentations of the Applications and the making of the administration orders,
which is likely to harm the interests of creditors.

56. Such delay could be detrimental to the Companies in the event that the wider
market became aware of the Applications (which would be a matter of public
record), such that contractors and third parties may attempt to enter into sites to
remove assets without permission, and value in the businesses is damaged. The
Applicants and the Proposed Administrators consider that obtaining an order from
the Court to place the Companies into administration at 11.59pm on 22
September 2024 is in the best interests of the Companies and their respective
bodies of creditors.

57. In light of the above-mentioned harm that may be caused by the Applications
becoming a matter of public knowledge prior to the sites being fully secured and
the administrations being announced by the Administrators, it is also respectfully
requested by the Boards that the hearing of the Applications is held in private.

REQUEST FOR ORDERS

58. For the reasons stated above, I would respectfully request the Court to grant the
administration orders in the terms sought.

STATEMENT OF TRUTH

I believe that the facts stated in this Witness Statement are true. I understand that
proceedings for contempt of court may be brought against anyone who makes, or causes
to be made, a false statement in a document verified by a statement of truth without an
honest belief in its truth.

Signed:

ZOE PRICE

Dated: 19 September 2024

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