Fwd: JMWT Reorganization

Hi Eileen/Rich,

I just wanted to give you an update on the above and the call we had today with BDO and MacFarlanes.

• In line with MacFarlanes advice, BDO do not see any tax issues from a UK perspective with the proposed liquidation of the three UK companies

• In relation to the loan note interest and tax treatment BDO initially believe that eventually this amount will be waived as we liquidate the companies, they will investigate this further and advise how we will treat on the tax returns

• We have engaged BDO to prepare the 2013 tax Returns

The next steps to complete the process are as follows:

• MacFarlanes will produce a document that terminates the loan between Acquisition LLP and Midco as at 1/1/2014 (This will done as an addendum to the current umbrella agreement)

• BDO will advise how we treat this from an accounting perspective as well as on the UK tax side, they will also advise on the interest treatment as well

• Peter and I will work with BDO to ensure we reflect this transaction as part of the June 2014 statutory accounts.

• John to speak with BDO US to get the US opinion on the proposed liquidations (I have a meeting in calendar for Monday to go over this, Rich if you would like to join you are more than welcome)

• We will be scheduling a follow up call towards the end of next week to ensure this progresses and is completed in a timely fashion

• Once this is done we agreed to take a look at the movement of Press Inc and transfer pricing etc.

Regards,

John.

Thanks

Was there any discussion of the PwC issue noted previously and how this liquidation might be reported to UK given that interest would not be taxable in UK and interest expense would be deductible, ie the PwC tax avoidance scheme.

I will make myself available for call with BDO

Thanks

Thanks

Begin forwarded message:

Hi Richard,

That was briefly discussed and BDO will get back to us and recommend how this will be handled. However I believe no benefit will accrue as we will have no taxable profits to offset this against. Once BDO get back with proposed treatment I will advise everyone and ensure we are good to go.

Regards,

John.