“5. MATTERS REQUIRING CONSENT OF THE SHAREHOLDERS 5.1 The Shareholders shall, for as long as they hold Shares, procure (so far as is possible in the exercise of their rights and powers) that the Company shall not, without the prior written consent of Marko and LMA: … 5.1.12 pass any resolution for the Company’s winding up or present any petition for its administration; … 5.2 Each Shareholder undertakes to the other Shareholders that at all times during the continuance of this agreement it shall: 5.2.1 promote the best interest of the Company and ensure that the Business is conducted in accordance with good business practice, in each case if and for so long as it is within their power and authority to do so; 5.2.2 exercising all voting rights and powers of control available to it in relation to the Company so as to give full effect to the terms and conditions of this agreement; and 5.2.3 comply in all respects with the Articles. 5.3 The Company shall, and the Shareholders shall procure that the Company shall, conduct the Business: 5.3.1 on arms’ length terms; and 5.3.2 in the normal course of business.” … 5.1.12 pass any resolution for the Company’s winding up or present any petition for its administration; 5.2.1 promote the best interest of the Company and ensure that the Business is conducted in accordance with good business practice, in each case if and for so long as it is within their power and authority to do so; 5.2.2 exercising all voting rights and powers of control available to it in relation to the Company so as to give full effect to the terms and conditions of this agreement; and 5.2.3 comply in all respects with the Articles. 5.3.1 on arms’ length terms; and 5.3.2 in the normal course of business.”
“4. MATURITY DATE At any time or after the Maturity Date, the Noteholders shall have the right, by service of an Exercise Notice on the Company, to require repayment by the Company of, all the principal amount of the Notes then in issue (so far as not redeemed in accordance with paragraph 3 above or converted pursuant to schedule 4) together with all interest accrued thereon up to and including the redemption date. Where the Noteholders serve an Exercise Notice pursuant to this paragraph, the Company shall pay the Noteholders such repayment amounts within 10 Business Days of receipt of the Exercise Notice. Failing service of an Exercise Notice, the Notes shall remain outstanding and continue to accrue interest until repayment or conversion.”
“3. Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards the payment of development and installation costs incurred by it in connection with the clinic to be operated by the Company at 9 Queen Anne Street, London W1G 9HW. The Lender is not bound to monitor or verify the application of any amount borrowed under the Facility.”
“10. Events of Default Each of the events or circumstances set out in this Clause 10 is an Event of Default (save for Clause 10.10 (Acceleration)). 10.1 Non-Payment The Borrower or LMA do not pay on the due date any amount payable pursuant to the Finance Documents unless: 10.1.1 its failure to pay is caused by administrative or technical error; and 10.1.2 payment is made within three Business Days of its due date. 10.2 Other Obligations 10.2.1 Any Obligor does not comply with any provision of the Finance Documents (other than, in respect of the Borrower, those referred to in Clause 10.1 (Non-Payment)). 10.2.2 No Event of Default under Clause 10.2.1 above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of the Lender giving notice to the relevant Obligor or any Obligor becoming aware of the failure to comply. … 10.5 Insolvency 10.5.1 Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts, or by reason of actual or anticipated financial difficulties commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness. 10.5.2 The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities). 10.5.3 A moratorium is declared or imposed in respect of any indebtedness of an Obligor. 10.6 Insolvency Proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to: … 10.6.3 the appointment of a trustee in bankruptcy, a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor or any of their assets; … 10.10 Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Lender may: 10.10.1 by notice to the Borrower: (a) declare that the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Document be immediately due and payable, whereupon they shall become immediately due and payable; and/or (b) declare that the Loans be payable on demand, whereupon it shall immediately become payable on demand by the Lender; and/or 10.10.2 exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, including enforcing the Security under the Share Charge.”
“Dear All, I hope this message finds you well. I am writing to update you on an important development regarding the future of the business. As you may be aware, the company has been facing significant financial challenges. After careful consideration and discussions with the relevant shareholders, we have made the difficult decision to seek court approval for the appointment of an administrator. I understand that this news may cause concern, and I want to assure you that we are fully committed to securing the best possible outcome for all involved, including ensuring that staff will be paid and that your rights and entitlements are protected throughout this process. A buyout, facilitated by the appointment of an administrator, is being pursued. This means that the company, under new ownership, will hopefully continue to operate with a reduced structure, which will help maintain the business’s viability and ensure that employees’ jobs are safeguarded. We anticipate that this transition will be smooth, but we ask for your patience and cooperation as we move forward with this process. As part of the process, the staff will continue to be paid, and we are working closely with Mr Aziz Baig to ensure that all wages and outstanding entitlements are addressed promptly. We understand the importance of your financial security, and we are taking every step to ensure that you are paid on time. We will keep you updated as the process unfolds. I recognise that these times can be stressful, and I want to assure you that I am fully committed to ensuring a positive outcome for you, the staff, and the business as a whole. Thank you for your understanding, patience, and continued dedication during this period. If you have any immediate concerns or questions, please do not hesitate to reach out to info@marko-ventures.com.”
“OFFER LETTER FOR LONDON ANTIAGING CLINIC LTD Dear Sirs, We are the directors of Reborne Longevity Ltd, company no. 16123585 (RL Ltd), a company registered England and owned by holdco Reborne Ltd, company no: 16114495 which has the same UBO’s as Marko Ventures Ltd, company no 13882559 (MARKO), the largest creditor of London Antiaging Clinic Ltd (LACL). Following the application to court by MARKO to appoint an Administrator, we have been invited to make an offer for LACL. We are pleased to put forward our offer herein in accordance with the following terms: LIST OF ASSETS The unencumbered tangible assets include, plant and equipment, office furniture and equipment, computer equipment, leasehold improvements, fixtures and fittings, inventory of consumables, forward order book as listed in ANNEX I. RL Ltd is prepared to pay for the assets listed for which we have subscribed the purchase price below. This offer includes the commitment by RL Ltd to take an assignment of the lease of the trading location at 9 Queen Anne Street, W1 with the Landlord Malborough Properties and the right to a novation of outstanding finance agreements in respect of all leased equipment and asset purchases. PURCHASE PRICE Our offer is for GBP 75,000 at closing plus an undertaking to include the following elements: B. If this offer is accepted, MARKO will waive its unsecured claims for GBP 8,604,987.19 total as per breakdown listed below: - GBP 8,098,673.54 due as MARKO Loan (GBP 7,500,000 loan amount plus GBP 598,673,54 interest accrued till 19/Dec/24) - GBP 506,313.64 due as MARKO expired loan notes (GBP 400,000 loan amount plus GBP 106,313.64 interest accrued till 19/Dec/24) C. We undertake to assume the liabilities for most of the LACL aged payables listed in ANNEX II for GBP 416,708.56 D. We will accept the liability for employees listed in ANNEX III to be transferred to RL Ltd Looking forward to receiving your response to our formal offer above.”
"3(1) The administrator of a company must perform his functions with the objectives of rescuing the company as a going concern, or achieving a better result for the company's creditors as a whole than would be likely if the company were wound up (without first being in administration),or realising property in order to make a distribution to one or more secured or preferential creditors …… (3) The administrator must perform his functions with the objective specified in sub-paragraph (1)(a) unless he thinks either - that it not reasonably practicable to achieve that objective , or that the objective specified in sub-paragraph (1)(b) would achieve a better result for the company as a whole. ……………."
"11. The court may make an administration order in relation to a company only if satisfied – (a) that the company is or is likely to become unable to pay its debts, and (b) that the administration order is reasonably likely to achieve the purpose of administration."
“54. … The court can only make an administration order if it is satisfied, in accordance with paragraph 11 Schedule B1, that the company is or is likely to become unable to pay its debts for which purpose it is necessary to refer back to section 123. It does not necessarily follow from the fact that an applicant for an administration order whose debt is disputed is a creditor for the purposes of locus standi to make an application that he is a creditor for the purposes of section 123(1)(a) or that the amount of his alleged debt is a debt or liability for the purposes of sections 123(1)(e) or (2). The point here is that the mere fact that, on the evidence before it, the court is satisfied that a petitioner has a claim which is sufficient to give him the status of a creditor for the purposes of locus standi does not necessarily mean that that same evidence is sufficient to persuade the court that his purported debt should be taken into account in assessing solvency for the purposes of section 123.”
“38. In my judgement, the effect of the authorities I have cited is that there is standing to apply for the making of an administration order as a creditor even where a debt is disputed; the court has the jurisdiction to deal with the application without having to resolve the dispute about the debt. It is then a matter for the discretion of the court whether actually to make an administration order. In a case such as the present, however, where the alleged debt which is said to give the Applicant the necessary standing to apply for an administration order is also relied upon as evidence of insolvency sufficient to satisfy the condition in paragraph 11(a) of Schedule B1 that the company is, or is likely to become, unable to pay its debts, it seems to me clear that the debt must be proved on the balance of probabilities. That is because in such a case, unless the debt is proved on a balance of probabilities, the Applicant has not shown that the company is, or is likely to become, unable to pay its debts in the sense required by the Insolvency Act.”
“24. It is necessary first in my judgment to understand that the discretion provided to the court in para.13 of Sch.B1 is of a wide and general nature. It is not constrained in any way. Any appellate court considering a particular exercise of such a discretion must ensure that nothing it says operates so as to cut down the width of the statutory discretion that parliament has given to the court. The effect of this proposition is that a multitude of factors may properly be taken into account in deciding in any particular case whether it is appropriate to make an administration order when the two statutory preconditions have been held to be fulfilled. Nothing that I say today should be taken as limiting the factors that can properly be considered. The circumstances are likely to be infinitely variable. The interests of secured creditors, preferential creditors, unsecured creditors and the company itself will change from case to case.”