It is best to highlight, in chronological order, Maflow Polska Sp.zo.o.’s main operations in the period from 2004 to 2008.
The sources of information used to reconstruct the Company’s operations described hereunder include:
• Man Automotive Components S.p.A.’s balance sheet as at 31 December 2004;
• Manuli Auto Polska Sp.zo.o.’ balance sheet as at 31 December 2005;
• Manuli Auto Polska Sp.zo.o.’s balance sheet as at 31 December 2006;
• Maflow Polska Sp.zo.o.’s balance sheet as at 31 December 2007;
• Maflow S.p.A.’s consolidated balance sheet as at 31 December 2007;
• Informal interview with the Group management;
• Manuli Rubber Industries S.p.A.’s balance sheet as at 31 December 2004;
• Maflow Polska Sp.zo.o.’s petition to be declared insolvent in accordance with L.D. No 270/99;
• Sentence of the Court of Milan No 261/2009 declaring Maflow Polska Sp.zo.o. insolvent;
• Maflow Polska Sp.zo.o.’s inspection obtained from the Chamber of Commerce on 27 May 2009;
• Man Automotive Components S.p.A.’s memorandum of Association;
• Contract to purchase the shareholdings in Manuli Automotive S.p.A. and Manuli Auto International S.A. between Man Automotive Components S.p.A. and Manuli Rubber Industries S.p.A. dated 2 July 2004;
• Minutes of Man Automotive Components S.p.A.’s extraordinary shareholders’ meeting of 28 July 2004;
• Minutes of Manuli Automotive S.p.A.’s extraordinary shareholders’ meeting of 28 Septeber 2004;
• Minutes of Manuli Automotive S.p.A.’s Board of Directors’ meeting of 7 November 2005 (purchase of shareholdings from Manuli Auto International S.A.);
• Deed transferring shareholdings held by Manuli Auto International S.A. to Manuli Automotive S.p.A. dated 17 November 2005;
• Minutes of Manuli Auto International S.A.’s general meeting of 9 December 2005;
• Limited audit report on Manuli Auto International S.A.’s accounts as at 9 December 2005;
3.2. Chronology of significant events.
3.2.1. 2004 events.
Maflow S.p.A. (former Man Automotive Components S.p.A.) purchases the shareholdings in Manuli Auto International S.A. and Manuli Automotive S.p.A. that respectively hold 44% and 51% of Manuli Auto Polska Sp.zo.o. from Manuli Rubber Industries S.p.A on 3 August 2004.
The aforementioned company gains indirect control over Manuli Auto Polska Sp.zo.o. with 95% undertaking to purchase the remaining 5% from Simest within the following three months.
See previous chapter for more detail.
At the end of 2004 the Group is structured as follows: Purchased in 2004 Man Automitve Components SpA 100% 100% 100% Manuli Automotive SpA Manuli Polska S.P.ZO.O Polonia Manuli Auto International SA Luxemburg Manuli Auto Iberica SL 100% 100% 99,997% 100% Manuli Automotive Components (Dalian) Co. Ltd Manuli Auto Holland BV Manuli Auto Do Brazil LtdA Manuli Auto France SA Information summary
03/08/2004Man Automotive Components S.p.A. gains control over Manuli Automotive SpA and Manuli Auto International SA
51% 44% 18,8%
81,2%
Data taken from balance sheet as at 31 December 2004 shows that values relating to those shareholdings recorded and comparison with respective share of the subsidiary’s net worth are as follows:
The values shown in the table are taken from the Balance Sheet as at 31 December 2004.
3.2.2. 2005 events.
MAN Automotive Components S.p.A. takes over Manuli Automotive S.p.A.
The merger project, in accordance with art.2501-ter of the civil code, was drawn up on 14 March 2005, said project was filed at the Company Registry on 15 March 2005 and registered therein on 21 March 2005; the project in question involved MAN Automotive Components S.p.A. (now Maflow S.p.A.) taking over Manuli Automotive S.p.A..
The two companies involved in the operation held general meetings (Notary’s Mr. Enrico Lainati register No 2207 / file No 1103 and reg. No 2208 / file No 1104) on 20 April 2005. They decided to approve the merger, changing the company name from Man Automotive Components S.p.A. to Manuli Automotive S.p.A.
As a result of the merger, 51% of the shareholdings in Manuli Auto Polska Sp.zo.o.were transferred to the new company Manuli Automotive S.p.A.
See previous chapter for more detail.
Manuli Auto International S.A. (Luxembourg) shareholding sold to Manuli Automotive S.p.A.
Manuli Automotive S.p.A. purchased, amongst other things, 44% of Manuli Auto Polska Sp.zo.o from Manuli Auto International S.A. (Luxembourg), on 7 November 2005.
Said purchase also included intergroup credits and debits. Values in local currency of subsidiary’s country of residence
Manuli Auto Polska Sp.zo.o 68,000,000 93,245,038 50,347,502 95% PNL
Indirect Subsidiaries Company
Capital Net Worth Profit /Loss
%
As a result of the acquisition Manuli Automotive S.p.A now has direct control.
The deed transferring ownersip of the shareholdings and relative credits and debits is signed on 17 November 2005.
See previous chapter for more detail.
At the end of 2005 the Group was structured as follows:
44% purchased and 51% from merger. 14/03/2005 Project to merge Manuli Automotive SpA into MAN Automotive Components SpA. 20/04/2005 Resolution to merge Manuli Automotive SpA into MAN Automotive Components SpA. 27/06/2005 Deed merging Manuli Automotive SpA into MAN Automotive Components SpA Notary Enrico Lainati Register No 2208/1104 and Variation in corporate purpose.
01/11/2005 Manuli International SA sells 44% of Manuli Polska S.p.ZO.O. 01/11/2005 Intercompany credits and debits transferred from Manuli International SA
Data taken from balance sheet as at 31 December 2005 shows that values relating to those shareholdings registered and comparison with respective share of the subsidiary’s net worth are as follows:
3.2.3. 2006 events. Value in thousands of Euro
Manuli Auto Polska Sp.zo.o 17,619 42,188 17,297 25,401 40,079 (14,678)
Subsidiary Companies Company
Capital Net Worth of which operating result Balance Sheet value (A) Share of net worth (B) Delta (A-B) Notes
SIMEST purchases shareholding in Maflow Polska Sp.zo.o.
Sale of the first tranche of the share of Maflow Polska Sp.zo.o.’s capital from Simest of the nominal value of PLN 2,250,000, equal to 3.309% of its capital of PLN 68,000,000, was formalised in March 2006 paying a balance of 48 thousand Euros, calculated according to the contractual agreements with Simest stipulated by Manuli Automotive SpA on 30 November 2001, supplementing the 628 thousand Euros already paid in 2005.
The management report accompanying the parent company’s 2006 balance sheet indicate that, during the first months of 2007 Maflow S.p.A. started “negotiations to purchase the
remaining shares in Maflow Polska Sp.zo.o., equal to around 1.69% of the company capital”,
commitment already indicated in the memorandum accounts as at 31 December 2006. At the end of 2006 the Group was structured as follows:
Data taken from balance sheet as at 31 December 2006 shows that values relating to those shareholdings recorded and comparison with respective share of the subsidiary’s net worth are as follows:
Values according to local standards of Subsidiaries’ country of residence. Values in Euro/thousand. Subsidiaries. Company Capital. Net Worth. Of which operating result. Balance sheet value. Share of Net Worth.
% owned modified
Not going concern Maflow Finance
SpA Milano Maflow SpA
MAN Servizi Srl Milano 100% 99,99% 100% 100% 98,31% 99,98% 100% Maflow Mexico SA del CV Maflow Do Brazil LtdA Maflow Components (Dalian) Co. Ltd Maflow North America Detroit USA Maflow Polska S.P.ZO.O Polonia Maflow France SA Maflow Holland BV 100% Maflow Iberica SL mar-06 Simest sells off 3.309% of Maflow Polska S.P.ZO.O (2,250,000 PLN) to Maflow S.p.A.
(1) Net worth has already been reduced by the dividend that will be distributed in 2007 in accordance with the board of directors’ resolution.
3.2.4. 2007 events.
SIMEST purchases remaining share of Maflow Polska Sp.zo.o
Maflow S.p.A. proceeded to purchase the remaining share (equal to 1.69%) of Maflow Polska sp.zo.o.’s (Poland) company capital from Simest in March-April 2007, for a nominal value of PLN 1,149,200 equal to 1.69% of the total company capital, the amount agreed on is of 254 thousand Euros..
Maflow S.p.A. purchases all Maflow Sp.zo.o. shares with this operation. At the end of 2007 the Group is structured as follows:
Data taken from balance sheet as at 31 December 2007 shows that values relating to those shareholdings recorded and comparison with respective share of the subsidiary’s net worth are as follows:
Not going concern 100% Maflow Finance
SpA Milano Maflow SpA
MAN Servizi Srl Milano Services Services 100% 100% 99,99% 100% 100% 100,00% 99,98% 100% 100% Maflow Korea Ltd Maflow Mexico SA del CV Maflow Do Brazil LtdA Maflow KK (Japan) Maflow North America Detroit USA Maflow Polska S.P.ZO.O Polonia Maflow France SA Maflow Holland BV Maflow Gummi A/S Danimarca
Sales Production Production Sales Sales Production Production Services Sub-holding
100% Maflow Iberica SL Produzione 100% Maflow Components (Dalian) Co. Ltd Codan Gummi A/S Danimarca Production Sub-holding 100% Codan Group Production/Sales 100% 100% 51% 49%
3.2.5. 2008 events.
Part of Codan Group production systems transferred to Maflow Polska Sp.zo.o.
We learnt, through informal conversations with the management, that part of the Codan Group production systems in South America were transferred to Maflow Polska Sp.zo.o. At the end of 2008 the Group was structured as follows:
Data taken from balance sheet as at 31 December 2008 shows that values relating to those shareholdings recorded and comparison with respective share of the subsidiary’s net worth are as follows:
all values in thousands of Euro
Maflow Polska Sp.zo.o 18,923 46,687 1,756 26,339 46,687 (20,348)
Delta (A-B) Net Worth Company Capital IFRS value Subsidiary Companies Notes Balance Sheet value (A) Share of Net worth (B) of which operating result
Not going concern 100% Maflow Finance
SpA Milano Maflow SpA
MAN Servizi Srl Milano Servces Services 100% 100% 99,99% 100% 100% 100,00% 99,98% 100% 100% Maflow Korea Ltd Maflow Mexico SA del CV Maflow Do Brazil LtdA Maflow KK (Japan) Maflow North America Detroit USA Maflow Polska S.P.ZO.O Polonia Maflow France SA Maflow Holland BV Maflow Gummi A/S Danimarca
Sales Production Production Sales Sales Production Production Services Sub-holding
100% Maflow Iberica SL Production 100% Maflow Components (Dalian) Co. Ltd Codan Gummi A/S Danimarca Production Sub-holding 100% Gruppo Codan Production/Sales 100% 100% 51% 49%
Values in thousands of Euro
Maflow Polska Sp.zo.o 16,668 11,282 (12,690) 11,282 11,282 0
Balance sheet value (A) Subsidiary Companies Company Capital Net Worth of which operating result Values according to IFRS on approved balance sheets or draft budgets or accounts for consoliation purposes Notes Share of net worth (B) Delta (A-B)
Maflow Polska Sp.zo.o. mid-year profit distribution
In accordance with Management Board resolution of 31 August 2008 (Acc. Doc. 8), Maflow Polska Sp.zo.o. ordered payments, in favour of its sole partner Maflow S.p.A., of zloty 18,496,000.00 (corresponding to around Euro 4,400,000.00) as advance on future 2008 dividends.
It is noted that the aforementioned dividend was then turned into finance as the 2008 balance sheet does not show sufficient profits or reserves to distribute profits.
Moreover, Maflow Polska Sp.zo.o. accounts show other credits with Maflow S.p.A. for short term finance.
--- --- (*).
3.2.6. 2009 events.
In light of the above, a petition to declare Maflow Polska Sp.zo.o insolvent in accordance with arts. 3 and 5 of L.D. No 270 of 8 July1999 was filed, at the same time as that for Maflow S.p.A., at the Ordinary Court of Milan, Bankruptcy Division on 10 April 2009. The Court of Milan declares the companies insolvent with sentences No 260/09 and No 261/09 of 11 May 2009, and appoints for both petitioners the following three Commissioners Messr. Stefano Coen, Francesco Pensato and Vincenzo Sanasi d’Arpe.
Moreover, the Court of Milan ordered company management be left to the company declared insolvent.
It is noted that, with document notified on 10 June 2009, Bank Handlowy W Warszawie S.A., part of the Citibank Group, challenged sentence No 261/09 with which the Court of Milan declared Maflow Polska Sp.zo.o. insolvent.
Moreover, it is noted that a creditor requested that secondary insolvency proceedings be opened in accordance with art. 3, subsection 3, of EC Regulation 1346/2000 with petition deposited at the Regional Court of Katowice.
PART FOUR