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EXHIBIT B
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Taxation Warranties
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1. The Acquired Company has duly and punctually paid all Taxation which it
has become liable to pay and is under no liability to pay any penalty,
interest, surcharge or fine in connection with any Taxation.
2. The Acquired Company has within applicable time limits made all such
returns, carried out all necessary registrations, provided all
information requested by any Taxation Authority by means of full and
accurate disclosure of all facts and material circumstances and
maintained all such records in relation to Taxation as are required to
be made or provided or maintained by the Acquired Company.
3. The Acquired Company has properly operated any and all systems of
deduction of Taxation on payments which it has made or has been treated
as having made to its employees and payment of National Insurance
contributions and social security contributions and has complied with
all its reporting obligations to all Taxation Authorities or
appropriate authorities in all jurisdictions and in connection with the
benefits provided for existing or former officers employees and
directors of the Acquired Company.
4. The Acquired Company is not involved in any dispute in relation to
Taxation and there are no circumstances likely to give rise to such
dispute.
5. No Taxation Authority has investigated the Acquired Company or given
notification that it intends to commence investigation and so far as
the Shareholders are aware there are no circumstances likely to give
rise to an investigation.
6. The Acquired Company has made all deductions in respect of or on
account of any Taxation from any payments made by it which it is
obliged to make and has accounted in full (where payment has already
become due) to the relevant Taxation Authority for all amounts so
deducted.
7. There is no instrument which is necessary to establish the Acquired
Company's title to any right or asset which is liable to stamp duty but
which has not been duly stamped or which would attract stamp duty if
brought within the relevant jurisdiction.
8. The Acquired Company is not liable to any penalty in respect of any
stamp duty nor so far as the Shareholders are aware are there any
circumstances or transactions in which the Acquired Company is or has
been a party which may result in the Acquired Company becoming liable
to such penalty.
9. Other than as provided for or noted in the accounts no event
transaction act or omission has occurred which could result in the
Acquired Company becoming liable to pay or to bear or to make
reimbursement or indemnity in respect of any Taxation which is
primarily or directly chargeable against or attributable to any person
firm or Acquired Company other than the Acquired Company.
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10 The Acquired Company has not been party to any transaction or
arrangement which could give rise to a liability to Taxation where the
consideration received or given by the Acquired Company was or, in
respect of any transaction or arrangement entered into before the date
of this Agreement, will be greater or less than that which would have
been received or given if the Transaction had been carried out on an
arm's length basis.
11 The Acquired Company is not liable to Taxation (and has not been and
will not be denied any relief) by reason of any interest or other
payment by the Acquired Company being treated by any Taxation Authority
as a distribution or other such similar payment.
12 The Acquired Company is registered for the purposes of value added tax
and has not been required by the Commissioners of Customs and Excise to
give security under paragraph 4 (power to require security and
production of evidence) of Schedule 11 VATA (administration collection
and enforcement).
13 The Acquired Company has maintained and obtained accounts, records,
invoices and other documents (as the case may be) appropriate or
requisite for the purposes of value added tax which are complete,
correct and up to date.
14 The Acquired Company has not at any time been treated as a member of
any group of companies for the purposes of section 43 VATA (group of
companies) and has not applied for treatment as such a member.
15 The Acquired Company has never received a surcharge liability notice
under section 59 VATA (default surcharge) or a penalty liability notice
under section 64 VATA (persistent misdeclarations).
16 The Acquired Company is not, nor in the two years prior to Completion
has been, in arrears with any payments or returns or notifications
under any statutory provisions, directions, conditions or notices
relating to value added tax, or liable to forfeiture or penalty or
interest or surcharge or to the operation of any penalty, interest or
surcharge provision.
17 The Acquired Company has not made any supplies that are exempt supplies
or would be exempt supplies if supplied within the United Kingdom.
18 So far as the Shareholders are aware, the Acquired Company is not
liable and has not been liable to Taxation in any jurisdiction other
than the United Kingdom.
19 The Acquired Company is and at all times has been resident in the
United Kingdom for the purposes of Taxation and has not been resident
outside the United Kingdom for any double Taxation arrangements.
20 Except as disclosed in the Acquired Company Disclosure Schedule the
Acquired Company is not and will not be liable for any Taxation in
respect of any period prior to Closing whether such Taxation is due
and/or payable on the date hereof or becomes due and/or payable in the
future excluding any Taxation which arises in the ordinary course of
business.
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Shareholder Loans and Affiliated Debt
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Shareholder Loans
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Roger Pellew (Pound) 7,637.50*
Nicholas Le Seelleur (Pound) 5,126.74
Sol Alan Saad (Pound) 7,734.73
David Scanlan (Pound) 917.10
Collective Shareholder Loan (Pound)59,000.00**
*(to be repaid by IPL at Closing)
**(Loan advanced to IPL by The Number Portability Company, Sol Alan Saad
and Nicholas Le Seelleur; to be repaid by IPL form Closing Proceeds)
Affiliated Debt
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The Number Portability Company Limited (Pound)290,125.49
UniCall Telecommunications Limited (Pound) 32,039.90
Phillimore Finance Limited (Pound) 103.11
