BHS Contents

Contents

Terms of Reference

1 Introduction

Our inquiry

Losers and winners

2 BHS under Sir Philip Green

3 Pension schemes

Growth of BHS pension deficits

Project Thor

Pension schemes and the sale

The Pensions Regulator and resolution

4 Selling BHS

Finding a buyer

Paul Sutton

Dominic Chappell

The role of advisers

Due diligence by Olswang and Grant Thornton

Goldman Sachs

PricewaterhouseCoopers

Privilege and confidentiality

The deal

RAL’s proposed sources of finance

Alternative sources of finance

BHS’s financial position at the time of acquisition

Proceeding with an unsuitable buyer

5 Taveta corporate governance

Company structures

Inter-company transactions

Offshore registration

Corporate governance

Agreement to the sale of BHS

6 RAL ownership of BHS

The business plan

Project Vera

Financing of BHS

The financial relationship between RAL and BHS

The role of Sir Philip Green post-sale

7 Conclusions

8 Ongoing inquiries

Formal Minutes

Witnesses

Published written evidence





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22 July 2016