Important Update

Cogress Limited – Appointment of Administrators

On 15 March 2022, with the consent of the FCA, the directors of Cogress Limited (“the Company”) placed the Company into administration and appointed Geoffrey Bouchier and Benjamin Wiles (“the Joint Administrators”) of Kroll Advisory Ltd. as Joint Administrators.

The Joint Administrators will assume responsibility for managing the Company’s affairs which includes the continuation of the services to certain limited partnerships. (“the Limited Partnerships”).

The Company, acting by the Joint Administrators, has replaced the general partner in the Limited Partnerships on all active developments and, as such, continue to provide services to the Limited Partnerships. In this way, the Joint Administrators will oversee the completion of the remaining developments during the Administration process with assistance from the Company’s existing employees.

Limited partners of limited partnerships with active developments have been separately written to.

Updates on specific property developments will continue to be provided to limited partners by email in the usual manner.

Questions from limited partners (not relating to the Administration but rather specific developments) should be directed to [email protected] and will continue to be answered in the usual way.

Should you wish to contact the Joint Administrators directly, please email [email protected], or alternatively, you may write to Cogress Limited (In Administration) c/o Kroll Advisory Ltd., The Shard, 32 London Bridge Street, London, SE1 9SG.

The Joint Administrators will be writing to all known creditors of the Company within 7 days of the Joint Administrators' appointment. This communication will set out how creditors can lodge a claim in the Administration.

The case team will respond to your query at the earliest opportunity and thank you for your patience in advance with a large number of enquiries anticipated.

For further information, please review the FAQ section below  which has been prepared to assist stakeholders of the Company.

The affairs, business and property of the Company are being managed by the Joint Administrators, Geoffrey Bouchier and Benjamin Wiles, who act as agents for the Company. Both and licensed by the Insolvency Practitioners Association.

 

Registered office address is below:

Cogress Limited (In Administration)

C/o Kroll Advisory Ltd.

The Shard
32 London Bridge Street
London

SE1 9SG

FREQUENTLY ASKED QUESTIONS

Cogress Limited (In Administration) (“the Company”)
Issue Date: 18 March 2022
 

The following has been prepared to assist several stakeholders of the Company and, as a result, the Administrators have split this FAQ into sections under the following headings:

• General FAQs
• Creditors
• Limited partners in the Limited Partnerships
• Other
 

General FAQs

1. What is Administration?

An Administration is a UK insolvency process governed by the Insolvency Act 1986 in which the affairs, business and property of a company are managed by the Administrators.
The process is designed to protect a company whilst the Administrators seek to rescue the company as a going concern, achieve a better result for the creditors as a whole than would be likely if the company were wound up, or realise property in order to make a distribution to one or more secured or preferential creditors.
 

2. Who are the Administrators

Geoffrey Bouchier and Benjamin Wiles of Kroll (“the Administrators”) were appointed by the directors of the Company.
The Administrators are qualified insolvency practitioners, regulated by the Insolvency Practitioners Association. The Administrators are officers of the Court, act independently of the Company and the directors for the benefit of all creditors and stakeholders.
 

3. Are the FCA aware that Administrators have been appointed?

The Financial Conduct Authority (“FCA”), by whom the Company is regulated, was consulted and consented to the appointment of the Administrators.
As a regulated firm, the Company is required to keep the FCA informed of all material factors that affect its business, which will continue whilst the Company is in Administration and any subsequent liquidation procedure.
 

4. Why has the Company entered into Administration?

The business of the Company comprises the provision of services to certain limited partnerships (“the Limited Partnerships”). Historically, those services have been performed pursuant to a contractual relationship between the Company and the general partner of the Limited Partnerships. The directors of the Company had regard to its present and likely future financial position, from which they concluded that the Company would have insufficient revenues to enable it to continue to perform the
services. Accordingly, the directors took the decision to place the Company into Administration to protect the interests of the Company’s creditors as a whole.
 

What happens now?
 

The Administrators will assume responsibility for managing the Company’s affairs.
The Company, acting by the Administrators, has replaced the general partner in the Limited Partnerships on all active developments and, as such, continue to provide services to the Limited Partnerships. In this way, the Administrators will oversee the completion of the remaining developments during the Administration process with assistance from the Company’s existing employees. The Administrators have retained the Company’s employees in order to ensure a smooth transition and support the managed oversight and completion of the property development portfolio, and they will continue to be the primary contact with limited partners on behalf of the Company in Administration. The Company’s employees have the know-how, systems, and personnel, and are believed to be best placed to achieve this objective (with the oversight and benefiting from the expertise of the Administrators, who have considerable experience in such matters) in an orderly and cost-efficient manner.
 

5. How long is the Administration likely to last?

The Administration of the Company is likely to continue until funds relating to the remaining active developments have been recovered and monies returned to limited partners to the extent that to do so is commercially expedient. The Administrators have been advised that the completion of the developments may take up to 2 years. Under UK Insolvency legislation, an Administration lasts up to 12 months but can be extended for further periods, which is envisaged to be the case here.
Creditors
 

6. I have a claim against the company. How do I submit my claim?

The Administrators will be writing to all known creditors of the Company within 7 days of the Administrators’ appointment. This communication will set out how creditors can lodge a claim in the Administration.
 

7. Where can I get further information from?

The initial notification to creditors mentioned above will include further information regarding the timing of further formal updates in accordance with Insolvency legislation. This notification will also provide creditors with access to a website portal where the formal updates will be posted.
Within 8 weeks of appointment, the Administrators will publish on the website portal their Proposals. This document will set out the Administrators’ plans for managing the Administration. The Proposals will contain essential updates for the creditors, to include dividend prospects.
 

8. Are Investors in the Limited Partnerships (limited partners) considered to be creditors of the Company?

Any shortfall in recovery suffered by limited partners to any particular investment does not, of itself, give rise to a claim against the Company. Accordingly, limited partners are not expected to be creditors of the Company. However, for the sake of transparency the Administrators will provide access to the Administration portal to all limited partners of the Limited Partnerships.
If, notwithstanding these comments, you are a limited partner and believe that you are also a creditor of the Company, please include details when completing and lodging your claim in the Administration – for further information, please see FAQ 6 above.
 

9. What if I have made a complaint to the Financial Ombudsman Service?

The Financial Ombudsman Service (“FoS”) is an independent service for resolving disputes between consumers and businesses, and with a minimum of formality on a fair and reasonable basis.
Those who have complained to the FoS are invited to contact the Administrators at [email protected] providing information setting out details of their claim as submitted to the FoS together with other supporting paperwork as appropriate.

10. Will investors be able to get compensation from the FSCS?

Investments marketed and managed by the Company are not covered by the FSCS and so the Administrators expect that neither limited partners nor creditors of the Company will be able to seek compensation in this regard.

11. Do I need to use a 3rd party to get my money back?

Third parties may approach limited partners, offering to help them bring claims against the Company to recover their investments.
Please note for the majority of limited partners, the Administrators expect that there will be no benefit in involving a third party in making a claim. Any person who believes they have a complaint or a claim against the Company should contact the Administrators in the first instance.

 

Limited partners in the Limited Partnerships

12. What if I have questions in relation to specific property developments?

Questions from limited partners (not relating to the Administration but rather specific developments) should be directed to [email protected] and will continue to be answered in the usual way.

13. When can I expect an update on the developments I have invested in?

Updates will continue to be provided to limited partners by email in the usual manner.

14. When can I expect to receive any return?

Client Monies held as at the date of the Administrators’ appointment
Where a firm is holding client money (i.e. monies held on behalf of investors) upon the appointment of the Administrators, the FCA’s Client Assets Sourcebook (CASS) requires these monies to be notionally pooled, forming a client money pool (“CMP”).
The Administrators are required to conduct a reconciliation of the CMP prior to distributing any funds to investors. The Administrators understand that this only involves one client and assuming that is the case, then is it expected that steps will be taken to quickly return those client monies. 

Completion monies received after the date of the Administrators’ appointment
Immediately following the appointment of the Administrators, the Company, acting in its capacity as Carried Interest Partner, exercised its right to give notice to replace the general partner of each Limited Partnership with itself to be the general partner of the Limited Partnership with immediate effect for all active developments.
Proceeds received after the Administrators’ appointment and following the replacement of the Company as the general partner of the Limited Partnerships, will be dealt with pursuant to the Limited Partnership agreements by the Company in its capacity as general partner, acting in the interests of the Limited Partnerships.

As limited partners should be aware, under the terms of the Limited Partnership agreements, the general partner has discretion to apply funds in order to meet ongoing costs and expenses which are payable before any distributions to the relevant limited partners.
The Administrators having assessed the Company’s operations with the assistance of the directors prior to their appointment, concluded that the Company is unable to fund its ongoing operations which include the provision of services to the limited partnerships with its existing resources. As such, the Company (acting by its Administrators, in its capacity as general partner) will be retaining an amount equal to 15% of each recovery prior to distributing the balance to the limited partners of the Limited Partnerships, in order to meet the estimated costs and expenses associated with providing the ongoing services to the property investment portfolio for the benefit of the Limited Partnerships.

It is anticipated that once investments have been realised to the extent possible and the costs and expenses of the Administration are known with certainty, a cost allocation plan will be formulated whereby the costs of the Administration (which include the provision of ongoing development servicing) may be fairly allocated between the Limited Partnerships and any remaining surplus will be distributed appropriately amongst limited partners. There will be consultation with the creditors’ committee (if formed) and the FCA regarding the cost allocation plan. It may be necessary to seek the Court’s approval.
This retention mechanism will not affect the position of creditors of the Company, save to the extent, if any, that the value of the Company’s interest as Carried Interest Partner in the Limited Partnerships is less than it might have been but for the Company’s Administration.
 

Other

15. What is a Creditors’ Committee?

A creditors’ committee may consist of between three and five members.
The aim of establishing a creditors’ committee is to ensure creditors have a ‘voice’ during the Administration process.
The Administrators will invite creditors to consider whether a creditors’ committee should be established, provided sufficient creditors are willing to be members of the committee, in due course.
It is envisaged that a creditors’ committee will be established comprising ordinary creditors, but it should be possible to allow one or a small number of limited partners who wish to be represented at creditors’ committee meetings to do so as observers.
 

To enable creditors to make an informed decision, a guidance note on the rights, duties and the functions of the Committee entitled ‘A Guide for Creditors – March 2017’ can also be found at the following link:
https://www.kroll.com/en-gb/services/restructuring-advisory/creditor-guides-and-employee-fact-sheets
The function of a creditors committee has been articulated in the case of Brilliant Media Specialists Ltd Case 2015 BCC:
“Whilst the views of a creditors' committee should be considered during an administration and will frequently be taken as reflecting the views of the creditors as a whole, it is not for the committee to determine how the administration should be conducted. That is a decision for the office holder in performance of the duties and powers Parliament has thought fit to entrust to administrators. The outcome of such decision making, which will be made from time to time on both macro and/or micro bases (as appropriate), will depend upon the office holder's assessment of how best to achieve the purpose of the administration in accordance with the powers conferred upon them by paragraph 5 9 of Schedule B1 and within Schedule 1 to the Act.”
The FCA will be invited to attend any Creditor Committee meetings.
 

Notices

I. Please note that the information contained in this document is of a general nature and is prepared for the benefit of limited partners and creditors of the Company and does not constitute any form of legal, accountancy or taxation advice on the part of the Administrators or any other party. If you are concerned about your individual circumstances and the impact of the insolvency of the Company on your personal position, you should take appropriate professional advice accordingly.

II. The affairs, business and assets of the Company are being managed by the Administrators, Geoffrey Bouchier and Benjamin Wiles who act as agents of the Company and without personal liability. Geoffrey Bouchier and Benjamin Wiles are licensed as insolvency practitioners in the United Kingdom by the Insolvency Practitioners Association.