CR-2019-005260 IN THE HIGH COURT OF JUSTICE BUSINESS … of arra… · Companies in England and Wales for registration. Excluded Liability Any Liability of the Company described in

CR-2019-005260

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF INSTANT CASH LOANS LIMITED

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

pursuant to Part 26 of the Companies Act 2006

between

Instant Cash Loans Limited

and

the “Scheme Creditors”

(as defined in this Scheme of Arrangement)

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TABLE OF CONTENTS

PART 1 – PRELIMINARY..................................................................................................... 5

1.1 Definitions ...................................................................................................................... 5

1.2 Interpretation .................................................................................................................. 9

1.3 The Company ............................................................................................................... 10

1.4 Other parties ................................................................................................................. 10

1.5 The purpose of the Scheme .......................................................................................... 11

1.6 The Effective Date ....................................................................................................... 11

PART 2 – THE SCHEME ..................................................................................................... 12

2.1 Application of the Scheme ........................................................................................... 12

2.2 Proceedings relating to Scheme Liabilities .................................................................. 12

2.3 Shareholder Contribution held for the purposes of the Scheme .................................. 12

2.4 Effect of Scheme on Leases ......................................................................................... 13

2.5 Effect of Scheme on other contracts ............................................................................ 14

2.6 Enforcement of Scheme Claims ................................................................................... 14

2.7 Interest .......................................................................................................................... 14

2.8 Set-Off .......................................................................................................................... 15

2.9 Release of liabilities owed to Scheme Creditors by ICL ............................................. 15

2.10 Release of liabilities owed to Scheme Creditors by ICL Subsidiaries ......................... 16

2.11 Representatives of Scheme Creditors .......................................................................... 16

2.12 The Board ..................................................................................................................... 16

PART 3 – DETERMINATION OF SCHEME CLAIMS ................................................... 17

3.1 Notice of Effective Date and invitation to submit details of Scheme Liability ........... 17

3.2 Submission of Scheme Claims..................................................................................... 17

3.3 Obligation to submit Claim Form ................................................................................ 18

3.4 Outstanding Redress Claims ........................................................................................ 18

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3.5 Determination of Scheme Claims ................................................................................ 18

3.6 Adjudication of Disputed Scheme Claims ................................................................... 20

3.7 Variation of time limits ................................................................................................ 22

3.8 Scheme Creditors to assist the Company ..................................................................... 23

3.9 Company to assist Scheme Creditors ........................................................................... 23

PART 4 – PAYMENT TO SCHEME CREDITORS ......................................................... 24

4.1 Payment of Ascertained Scheme Claims from Scheme Assets ................................... 24

4.2 Payment of Payable Scheme Claims to Scheme Creditors .......................................... 25

4.3 Unsuccessful payments ................................................................................................ 26

4.4 Variation of time limits ................................................................................................ 26

PART 5 – THE SCHEME ADJUDICATOR ...................................................................... 27

5.1 The Scheme Adjudicator .............................................................................................. 27

5.2 Powers, role and duties of Scheme Adjudicator .......................................................... 27

5.3 Responsibility of Scheme Adjudicator ........................................................................ 27

5.4 Liability of Scheme Adjudicator .................................................................................. 27

5.5 Vacation of office ........................................................................................................ 28

PART 6 – THE SCHEME SUPERVISORS ........................................................................ 29

6.1 The Scheme Supervisors .............................................................................................. 29

6.2 Role of the Scheme Supervisors .................................................................................. 29

6.3 Powers of the Scheme Supervisors .............................................................................. 30

6.4 Responsibility of Scheme Supervisors ......................................................................... 31

6.5 Liability of Scheme Supervisors .................................................................................. 31

6.6 Vacation of office ........................................................................................................ 31

PART 7 – COMPLETION AND TERMINATION OF THE SCHEME ......................... 33

7.1 Scheme Completion ..................................................................................................... 33

7.2 Scheme Termination .................................................................................................... 33

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PART 8 – GENERAL PROVISIONS RELATING TO THE SCHEME ......................... 35

8.1 Modification of the Scheme ......................................................................................... 35

8.2 Notices ......................................................................................................................... 35

8.3 Electronic communications .......................................................................................... 36

8.4 Governing law and jurisdiction .................................................................................... 36

SCHEDULE 1 – EXCLUDED LIABILITIES .................................................................... 38

SCHEDULE 2 – OUTSTANDING REDRESS CLAIMS .................................................. 40

SCHEDULE 3 – CLAIM FORM ....................................................................................... 53

SCHEDULE 4 – RELEASE AGREEMENT ....................................................................... 54

SCHEDULE 5 – CV OF THE SCHEME ADJUDICATOR .............................................. 58

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PART 1 – PRELIMINARY

1.1 Definitions

In this document, the following expressions mean the following things: Act The Companies Act 2006.

Ascertained Scheme

Claim

A Scheme Claim less any Cross-Claim after both the Scheme Claim and Cross-Claim have been determined by the Company in accordance with Clause 3.5.6 or adjudicated by the Scheme Adjudicator in accordance with Clause 3.6.

Board The board of directors of the Company from time to time or any duly constituted committee thereof.

Business Closure Costs The professional and administrative costs of winding-up the Company or applying for it to be struck off the register following termination of the Scheme, as well as the cost of meeting any Liabilities required to achieve this.

Business Day A day, other than a Saturday or a Sunday, on which banks are open for general business in London.

Claim Form The claim form in substantially the same form as the example in Schedule 3 to be completed by Non-Redress Creditors detailing Scheme Liabilities against the Company.

Claims Portal The website, which will be notified by the Company to the Redress Creditors, through which:

(i) Redress Creditors may submit a Redress Claim; and

(ii) the Company will send information relating to the Scheme to Redress Creditors.

Claims Submission

Deadline

The date which is six months after the Effective Date.

Company

Instant Cash Loans Limited, a company registered in England and Wales under company number 02685515, with its registered office at 6 Bevis Marks, London, EC3A 7BA.

Court The High Court of Justice of England and Wales

Creditor Meetings The meetings of the Redress Creditors and the Non-Redress Creditors convened pursuant to Section 896 of the Act to consider the Scheme.

Cross-Claim Any Liability owed to the Company by a Scheme Creditor and which would have been set off against a Scheme Claim if the Company entered liquidation on the Scheme Effective

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Date.

Disputed Scheme Claim A Scheme Claim or Cross-Claim referred to the Scheme Adjudicator under Clause 3.5.7.

Distribution Rate The percentage value which, following the calculations in Clause 4.1, represents the relationship a Payable Scheme Claim bears to the corresponding Ascertained Scheme Claim.

Effective Date The date on which the Order is delivered to the Registrar of Companies in England and Wales for registration.

Excluded Liability Any Liability of the Company described in Schedule 1 or any Liability owed by the Company to an ICL Subsidiary.

ICL Subsidiaries The following companies (company number):

MEM Consumer Finance Limited (04786727) Express Finance (Bromley) Limited (03841946) Inventive Finance Limited (06021856) Gemgain Limited (02396685) Cashier (UK) Limited (06764161) each with their registered office at Unit 1, Castle Marina Road, Nottingham, England, NG7 1TN and each being an ICL Subsidiary.

Insolvency Act The Insolvency Act 1986.

Insolvency Event Any of the following events:

(a) the making of an order by the Court to wind up the Company pursuant to the Insolvency Act;

(b) the passing of a resolution under s.84 Insolvency Act to wind up the Company;

(c) the appointment of an administrator of the Company pursuant to the Insolvency Act;

(d) the appointment of a provisional liquidator of the Company pursuant to the Insolvency Act; or

(e) the equivalent in any other jurisdiction.

Landlord A landlord whether mediate or immediate pursuant to a Lease.

Lease Any lease to which the Company is a party except the lease relating to Unit 1, Castlebridge Office Village, Castle Marina

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Road, Nottingham NG7 1TN.

Liability Any liability of a person, whether it is present, future, prospective or contingent, whether its amount is fixed or undetermined, whether or not it involves the payment of money and whether it arises at common law, in equity or by statute, in England or in any other jurisdiction, or in any other manner whatsoever.

Non-Redress Ascertained

Scheme Claim

An Ascertained Scheme Claim which relates to a Non-Redress Liability.

Non-Redress Creditor A person to whom the Company owes a Non-Redress Liability.

Non-Redress Fund The Property of the Company less a reasonable reserve for the payment of Non-Redress Scheme Costs.

Non-Redress Liability Any Liability claimed to be owed by the Company or an ICL Subsidiary that is not a Redress Liability or an Excluded Liability (including to customers or former customers of ICL in respect of any activity of the Company or of an ICL Subsidiary which does not relate to the provision of loans, such as foreign exchange activities).

Non-Redress Scheme

Costs

Those Scheme Costs which, in the Company’s reasonable view, represent the marginal Scheme Costs incurred due to the inclusion in the Scheme of the Non-Redress Liabilities and realisation of the Property of the Company for the benefit of Non-Redress Creditors.

Order The order of the Court sanctioning the Scheme.

Outstanding Redress

Claim

A claim made against the Company before 19 July 2019, in respect of a Redress Liability, the relevant unique identifier being listed in Schedule 2 and in respect of which:

(a) the claim has not been accepted or rejected by the Company; or

(b) the Financial Ombudsman Service has issued an opinion but this was not accepted by the Company; or

(c) a settlement offer has been made by the Company, but this was not accepted by the Redress Creditor on or before 31 July 2019.

Payable Scheme Claim Has the meaning given to it in Clause 4.1.1.

Potential Redress

Creditor

Any customer or former customer of the Company or an ICL Subsidiary to whom the Company or an ICL Subsidiary made

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a loan after 6 April 2007 and who has not previously received a payment in respect of a Redress Liability.

Premises The premises demised to the Company pursuant to a Lease.

Proceedings Any process, action, step, or other legal proceeding including, without limitation, any demand, arbitration, alternative dispute resolution, judicial review, adjudication, execution, seizure, distraint, forfeiture, re-entry, lien, enforcement of judgment or enforcement of any security interest, but excluding any referral to the Financial Ombudsman Service.

Property All forms of property, tangible and intangible, including money, goods, things in action, land and every description of property wherever situated and also obligations and every description of interest, whether present or future, vested or contingent arising out of, or incidental to, property.

Redress Ascertained

Scheme Claim

An Ascertained Scheme Claim which relates to a Redress Liability.

Redress Creditor A person to whom the Company owes a Redress Liability (including persons who have made an Outstanding Redress Claim).

Redress Fund The fund established in accordance with Clause 2.3.

Redress Liability A Liability claimed to be owed to a customer or former customer of the Company or an ICL Subsidiary in relation to the provision of a loan (but not in respect of any other activity of the Company and or an ICL Subsidiary such as foreign exchange activities).

Redress Scheme Costs All Scheme Costs except Non-Redress Scheme Costs.

Release Agreement The agreement in the form set out in Schedule 4.

Representative A person determined to be a representative of a Scheme Creditor in accordance with Clause 2.10.

Scheme This scheme of arrangement, made in accordance with Part 26 of the Companies Act 2006, in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company in accordance with Clause 8.1.

Scheme Adjudicator The person appointed under Part 5 and any person who is employed by that person and to whom functions under the Scheme are delegated.

Scheme Assets The Redress Fund and the Non-Redress Fund.

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Scheme Claim The information submitted on a Claim Form by a Non-Redress Creditor and through the Claims Portal by a Redress Creditor in accordance with Clause 3.2 or an Outstanding Redress Claim.

Scheme Claimant A Scheme Creditor who has submitted a Scheme Claim.

Scheme Costs Those costs which, in the Company’s reasonable view, represent:

(a) the costs of designing, implementing and administering the Scheme, including the remuneration and expenses of the Scheme Adjudicator and the Scheme Supervisors agreed with the Company pursuant to Clauses 5.1.3 and 6.1.3;

(b) the costs of discharging the Excluded Liabilities; and

(c) the Business Closure Costs.

Scheme Creditor A person who is or claims to be a creditor of the Company in respect of a Scheme Liability.

Scheme Liability A Redress Liability or a Non-Redress Liability.

Scheme Supervisor Any person appointed under Part 6 and any person who is employed by that person and to whom functions under the Scheme are delegated.

Shareholder Aurajoki Holdings UK Limited, a company registered in England and Wales under company number 10932249, with its registered office at 4th Floor, Devonshire House, 1 Mayfair Place, London W1J 8AJ.

Shareholder

Contribution

The amount which, pursuant to the Shareholder Funding Agreement, is paid by the Shareholder to an escrow agent for the purpose of defraying Redress Scheme Costs and Redress Ascertained Scheme Claims.

Shareholder Funding

Agreement

The agreement between the Shareholder and the Company dated 8 August 2019.

Website https://www.themoneyshop.com.

1.2 Interpretation

1.2.1 Clause and schedule headings in this document are included for convenience only and shall be ignored in its interpretation.

1.2.2 In this document, unless the context otherwise requires:

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(a) references to parts and clauses are references to the parts and clauses respectively of the Scheme;

(b) references to a ‘person’ include references to an individual, firm, partnership, company, corporation, unincorporated body of persons or any state or state agency;

(c) references to a statute or a statutory provision include the same as subsequently modified, amended or re-enacted from time to time;

(d) the singular includes the plural and vice versa and words importing one gender shall include all genders;

(e) headings to parts and clauses are for ease of reference only and shall not affect the interpretation of the Scheme;

(f) references to a period of days shall include Saturdays, Sundays and public holidays and where the final day falls on a Saturday, Sunday or public holiday, the next Business Day after such date; and

(g) references to time shall be to London time (GMT/BST, as appropriate).

1.3 The Company

1.3.1 The Company (which has traded as The Money Shop, Payday Express, Payday UK and Ladder Loans) was incorporated in England and Wales as a private limited company on 7 February 1992.

1.3.2 The entire issued share capital of the Company is held by the Shareholder.

1.3.3 The ICL Subsidiaries and the Company ceased issuing new loans to customers in February 2015 and in August 2018 respectively. The Company has since closed or sold all of its stores.

1.4 Other parties

1.4.1 Jamie Drummond-Smith has given and not withdrawn his consent to act as the Scheme Adjudicator from the Effective Date in accordance with the terms of the Scheme.

1.4.2 Edward George Boyle and Ben Maitland Leith have given and not withdrawn their consent to act as the Scheme Supervisors from the Effective Date in accordance with the terms of the Scheme.

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1.5 The purpose of the Scheme

1.5.1 The purpose of the Scheme is to secure a better return for Scheme Creditors than they would receive if the Company were to enter an insolvency procedure.

1.5.2 The Scheme will achieve this by compromising the Scheme Liabilities and distributing the Redress Fund and the Non-Redress Fund to Scheme Creditors in accordance with Part 4.

1.6 The Effective Date

1.6.1 The Scheme shall become effective, and bind the Company and the Scheme Creditors, from the Effective Date.

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PART 2 – THE SCHEME

2.1 Application of the Scheme

2.1.1 The Scheme shall apply to all Scheme Liabilities and bind all Scheme Creditors.

2.1.2 The Scheme shall not affect the rights of creditors in relation to any Excluded Liabilities.

2.2 Proceedings relating to Scheme Liabilities

2.2.1 Scheme Creditors are not permitted to commence or continue any Proceedings against the Company, in any jurisdiction, to establish the existence or amount of a Scheme Liability.

2.2.2 No order, judgment, decision or award obtained by a Scheme Creditor in breach of Clause 2.2.1 shall give rise to an Ascertained Scheme Claim. The Scheme Creditor shall not seek to rely on such an order, judgment, decision or award to evidence a Scheme Claim and shall have no right to enforce the order, judgment, decision or award.

2.3 Shareholder Contribution held for the purposes of the Scheme

2.3.1 The Company shall establish a bank account for the purposes of the Scheme, the balance of which from time to time is the Redress Fund.

2.3.2 Sums which the Company has received from the Shareholder in advance of the Effective Date for the purpose of paying Redress Scheme Costs, and which have not been used to pay those costs, shall be paid or transferred into the Redress Fund as soon as reasonably practicable after the Effective Date.

2.3.3 Clause 2.3.2 shall not apply to any sum received by the Shareholder which, with the express agreement of the Scheme Supervisors, is to be used to meet the working capital needs of the Company.

2.3.4 Where the escrow agent appointed under the Shareholder Funding Agreement pays all or any part of the Shareholder Contribution to the Company (otherwise than directly into the Redress Fund) pursuant to the Shareholder Funding Agreement, the Company shall pay or transfer that sum into the Redress Fund forthwith after it is received.

2.3.5 The Redress Fund shall:

(a) Be held on trust and be ring-fenced and kept separate from other monies of the Company;

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(b) Only be used for the purposes set out in the Scheme in accordance with Clause 2.3.6; and

(c) Not be subject to any set-off or netting arrangements with any party, including the Company’s bankers.

2.3.6 The funds in the Redress Fund are to be applied in the following order:

(a) To pay the Redress Scheme Costs; and

(b) To make payments in respect of Payable Scheme Claims which relate to Redress Ascertained Scheme Claims in accordance with Part 4.

2.3.7 If the Scheme terminates in accordance with Clause 6.3.2(i), Clause 7.2 or otherwise, funds which remain in the Redress Fund shall continue to be held by the Company on trust to meet the claims of Redress Creditors in the insolvency of the Company.

2.4 Effect of Scheme on Leases

2.4.1 With effect from the Effective Date, and in consideration of the Landlords’ right to submit a Scheme Claim in respect of the amount set out in Clause 2.4.4, each of the Leases shall terminate and/or:

(a) All of the Company’s rights, obligations and Liabilities (whether past, present or future) pursuant to the Leases shall end and any sums payable under or in relation to any Lease (including any liability for non-domestic rates), other than under the terms of this Scheme, shall be reduced to nil;

(b) The Company’s estate, interests and rights in each of the Premises shall be surrendered to, and accepted by, the relevant Landlord and shall merge and be extinguished into the reversion immediately expectant on the termination of each Lease;

(c) The Company shall immediately cease to enjoy any rights to occupy or in any way benefit from any of the Premises;

(d) The Company agrees to relinquish any right of occupation and shall execute any document required to effect a surrender or termination of each Lease;

(e) The Company shall no longer be deemed or otherwise considered to be, or treated by any of the Landlords for any purpose as being, in occupation of any of the Premises; and

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(f) The Company shall as soon as reasonably practicable deliver to the Landlords all keys and (where relevant) security and alarm codes for each of the Premises.

2.4.2 Nothing in this Scheme shall affect the proprietary remedies of any Landlord.

2.4.3 In connection with each termination of a Lease under Clause 2.4.1:

(a) If and to the extent required by law or any Landlord or the Company (in each case, acting reasonably), each of the Company and the relevant Landlord will enter into such documents and take or refrain from taking actions such that the relevant Lease is terminated with effect from the Effective Date on the basis of a full, final and unconditional release of all past, present, and future Liabilities thereunder;

(b) In relation to any rights of security of tenure the Leases may enjoy pursuant to Part II of the Landlord and Tenant Act 1954, the Company understands and accepts that, if the Scheme becomes effective, such rights will be given up;

2.4.4 Upon termination of a Lease in accordance with Clause 2.4.1, the relevant Landlord may submit a Scheme Claim for an amount equal to the amount that it would have been entitled to if:

(a) The Company entered liquidation on the Effective Date; and

(b) The liquidator immediately disclaimed the Lease.

2.5 Effect of Scheme on other contracts

2.5.1 With effect from the Effective Date, and in consideration of the Non-Redress Creditors’ right to submit a Scheme Claim in respect of the amount set out in Clause 2.4.4, any contract between the Company and a Non-Redress Creditor, other than in respect of an Excluded Liability, shall terminate.

2.5.2 Upon termination of a contract in accordance with Clause 2.5.1, the relevant Non-Redress Creditor may submit a Scheme Claim for an amount equal to the amount that it would have been entitled to if a liquidator of the Company had terminated or disclaimed the contract with effect from the Effective Date.

2.6 Enforcement of Scheme Claims

Scheme Creditors are not permitted to commence any Proceedings against the Company, the Scheme Adjudicator, the Scheme Supervisors, the Board or any member of the Board, in any jurisdiction, to enforce payment of a Payable Scheme Claim, Ascertained Scheme Claim or other Scheme Liability or any part of it, except that a Scheme Claimant may commence Proceedings against the Company where the

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Company has failed to pay a Payable Scheme Claim in breach of Part 4 or otherwise to enforce compliance with the terms of the Scheme.

2.7 Interest

If there are surplus assets in the Non-Redress Fund after all Payable Scheme Claims have been paid in full, the Company shall pay interest on Payable Scheme Claims in respect of Non-Redress Liabilities at a simple rate of 8% per annum from the Effective Date until the date it makes a payment to a Scheme Creditor in accordance with Clause 4.2.1.

2.8 Set-Off

2.8.1 Where there have been mutual credits, mutual debts or other mutual dealings between the Company and any Scheme Claimant such that there is a Cross-Claim, the value of the Scheme Liability (in the case of a Redress Creditor) or the value of the Scheme Claim (in the case of a Non-Redress Creditor) shall have deducted from it the value of any such Cross-Claim in set-off.

2.8.2 Only the balance (if any) due from the Company to the Scheme Claimant following the deduction of any such Cross-Claim shall constitute that Scheme Claimant’s Ascertained Scheme Claim.

2.9 Release of liabilities owed to Scheme Creditors by ICL

2.9.1 Subject to Clause 2.9.3, all Scheme Liabilities shall be forever released and discharged on the Effective Date, except to the extent that they become Payable Scheme Claims in accordance with the terms of the Scheme.

2.9.2 Payment of the Payable Scheme Claims (or part thereof) in accordance with Part 4 shall be in full and final settlement of all and any Scheme Claims of that Scheme Creditor.

2.9.3 If the Scheme terminates in accordance with Clause 6.3.2(i), Clause 7.2 or otherwise, and this occurs:

(a) Before the Claims Submission Deadline, the Company shall owe a Liability to each Scheme Creditor that is equivalent in value to the value of their Scheme Liability immediately before the operation of Clause 2.9.1;

(b) After the Claims Submission Deadline, the Company shall owe a Liability to each Scheme Claimant that is equivalent in value to the lower of:

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(i) The value of their Scheme Liability immediately before the operation of Clause 2.9.1 less any payment made in accordance with Clause 4.2.1;

(ii) The Scheme Adjudicator’s determination of a Disputed Scheme Claim pursuant to Clause 3.6.4, if such a determination has been made, less any payment made in accordance with Clause 4.2.1; and

(iii) In the case of a Non-Redress Liability, the value attributed to the relevant Non-Redress Liability on the Claim Form submitted by the Scheme Claimant.

2.10 Release of liabilities owed to Scheme Creditors by ICL Subsidiaries

Each of the Redress Creditors shall enter into the Release Agreement as set out in Schedule 4 on the Effective Date and hereby irrevocably authorises the Scheme Supervisors to be his or her lawful agents to enter into the Release Agreement on his or her behalf.

2.11 Representatives of Scheme Creditors

2.11.1 Where a Scheme Creditor has notified the Company in writing that it has appointed a representative to act on its behalf, or the representative has notified the Company that it is duly authorised to act on behalf of a Scheme Creditor and supplied satisfactory evidence to support this, the Company will treat the Representative as fully authorised to represent the Scheme Creditor concerned for all purposes in connection with the Scheme.

2.11.2 The Company shall address any notifications or other communications under the Scheme to the Representative. The Company shall not have any liability to a Scheme Creditor arising from the operation of this clause.

2.12 The Board

Save that the Scheme Supervisors and the Scheme Adjudicator shall have the powers, rights and duties conferred upon them by the Scheme, the powers of the Board shall remain as before the Effective Date of the Scheme and the Board shall exercise all their statutory and managerial powers, rights, duties and functions in relation to the Company.

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PART 3 – DETERMINATION OF SCHEME CLAIMS

3.1 Notice of Effective Date and invitation to submit details of Scheme Liability

3.1.1 Not more than ten Business Days after the Effective Date:

(a) The Company shall give notice in the following ways that the Scheme has become effective and of the Claims Submission Deadline:

(i) by email or post to each person whom the Company believes may be a Scheme Creditor;

(ii) by notice on the Website, including an invitation to Non-Redress Creditors to request a Claim Form and an invitation to Redress Creditors to consult the Redress Portal; and

(iii) by advertisement in Metro (London and regional editions), The Daily Mail, The Sun and the Daily Mirror.

(b) The Company shall send blank Claim Forms:

(i) to each person whom the Company believes may be a Non-Redress Creditor; and

(ii) as soon as is reasonably practicable, to each Non-Redress Creditor responding to the invitation referred to in Clause 3.1.1(a)(ii).

(c) The Company shall, by email or post, invite Potential Redress Creditors to submit details of their Scheme Liability through the Claims Portal.

3.1.2 One month before the Claims Submission Deadline, and again one week before that date, the Company shall, by email, invite Potential Redress Creditors who have not yet done so to submit details of their Scheme Liability through the Claims Portal.

3.2 Submission of Scheme Claims

3.2.1 Subject to Clause 3.4, Redress Creditors must indicate that they believe they are owed a Redress Liability and provide details of their bank account through the Claims Portal, in accordance with the instructions on that website, on or before the Claims Submission Deadline.

3.2.2 Non-Redress Creditors must complete a Claim Form with details of Non-Redress Liabilities and of their bank account, in accordance with the instructions incorporated in it, on or before the Claims Submission Deadline.

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3.2.3 Without prejudice to the power of the Company to request further information, Scheme Creditors must provide to the Company supporting evidence to justify their Scheme Claim and Redress Creditors must provide the information and documents indicated on the Claims Portal.

3.2.4 Non-Redress Creditors may submit to the Company a revised Claim Form and/or revised information in respect of a Scheme Claim, together with any relevant supporting documentation, at any time up to the Claims Submission Deadline.

3.2.5 After the Claims Submission Deadline, Scheme Creditors are not entitled to make or revise a Scheme Claim or provide further information (unless required to do so by the Company, the Scheme Supervisors, the Scheme Adjudicator or the Financial Ombudsman Service).

3.3 Obligation to submit Claim Form

3.3.1 Subject to Clause 3.4, Non-Redress Creditors must submit a Claim Form and Redress Creditors must submit details of their Scheme Liability through the Claims Portal or they will not be entitled to any payment in respect of a Scheme Liability.

3.3.2 Scheme Liabilities that are not submitted as Scheme Claims will not be paid and Scheme Creditors will not have any recourse against the Company except in accordance with the Scheme.

3.3.3 Details of Scheme Liabilities provided to the Company for the purposes of the Creditor Meetings, the amount in respect of which the Scheme Creditor votes at the Creditor Meetings, and any adjudication or decision relating to the value of the Scheme Creditor’s claim for those purposes shall not be binding on anyone other than for the purposes of voting at the Creditor Meetings. Scheme Creditors are still required, as the case may be, to submit a Claim Form or to submit details of their Scheme Liability through the Claims Portal.

3.4 Outstanding Redress Claims

Nothing in Clauses 3.2 and 3.3 shall require Redress Creditors who have an Outstanding Redress Claim to submit details of their Scheme Liability through the Claims Portal.

3.5 Determination of Scheme Claims

3.5.1 Within eight weeks of submission by a Redress Creditor of a Redress Liability through the Claims Portal, unless the Redress Creditor has already been sent notice under Clauses 3.5.5, the Company shall write to the Redress Creditor notifying him or her of receipt of their Redress Claim and informing him or

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her of any rights he or she may have to refer their Redress Claim to the Financial Ombudsman Service.

3.5.2 The Company shall examine each Scheme Claim of which it is notified in accordance with Clause 3.2. Such examination shall include (without limitation) consideration of whether:

(a) in the case of Non-Redress Creditors, details of estimates of Scheme Claims are accurate and reasonable;

(b) Scheme Claims are adequately supported by any documentation submitted with the Claim Form; and

(c) any Cross-Claim exists in respect of the Scheme Claim;

3.5.3 The Company may give notice to the Scheme Claimant specifying further information or evidence it reasonably requires to assist it in determining the Scheme Claim.

3.5.4 The Scheme Claimant shall provide that further information or evidence within four weeks of the request being received (failing which the Company shall determine the Scheme Claim on the basis of the information available to it). In the case of Redress Creditors, that information or evidence shall be submitted through the Claims Portal in accordance with instructions given by the Company.

3.5.5 The Company shall notify the Scheme Claimant through the Claims Portal (in the case of Redress Creditors) or by email to address specified on the Claim Form (in the case of Non-Redress Creditors):

(a) if the Scheme Claim relates to a Redress Liability, of the amount of the Scheme Liability or of the fact that it does not agree that the Scheme Claim is a Scheme Liability; and

(b) if the Scheme Claim relates to a Non-Redress Liability, that it agrees with the Scheme Claim in whole or in part, or alternatively, that it does not agree that the Scheme Claim is a Scheme Liability.

3.5.6 If the Company agrees that the Scheme Claim is a Scheme Liability in whole or in part, the Scheme Claim will become an Ascertained Scheme Claim:

(a) if it relates to a Redress Liability, upon the expiry of the time limit set out in Clause 3.5.7 and no action having been taken thereunder; and

(b) if it relates to a Non-Redress Liability:

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(i) in whole, on the date the notice referred to in Clause 3.5.5 is sent if the Company agrees with the Scheme Claim in whole; or

(ii) to the extent agreed, upon the expiry of the time limit set out in Clause 3.5.7 if the Company agrees with the Scheme Claim in part.

3.5.7 Clause 3.5.6 shall not apply and a Scheme Claim will become a Disputed Scheme Claim if, within 30 days of the notice given in accordance with Clause 3.5.5:

(a) A Redress Creditor indicates on the Claims Portal that it does not agree with the Company’s assessment of its Scheme Liability; or

(b) A Non-Redress Creditor notifies the Company that it does not agree with the Company’s assessment of its Scheme Claim or Cross-Claim and elect to refer the Disputed Scheme Claim to the Scheme Adjudicator.

3.5.8 In respect of a Disputed Scheme Claim which is a Redress Scheme Claim:

(a) The Company and the Redress Creditor will attempt to reach an agreement within 14 days of a Disputed Scheme Claim arising. If an agreement is reached, the Disputed Scheme Claim will become an Ascertained Scheme Claim; and

(b) If no agreement is reached between the Company and Redress Creditor within the period set out in 3.5.8(a), the Company shall refer the Disputed Scheme Claim to the Scheme Adjudicator.

3.5.9 If a Disputed Scheme Claim is referred to the Scheme Adjudicator in accordance with Clause 3.5.7(b) or Clause 3.5.8(b), the dispute between the Company and the Scheme Claimant regarding the Scheme Claim or Cross-Claim will be determined by the Scheme Adjudicator in accordance with the adjudication procedure in Clause 3.6.

3.6 Adjudication of Disputed Scheme Claims

3.6.1 Where a Scheme Claimant refers a Disputed Scheme Claim to the Scheme Adjudicator in accordance with Clause 3.5.7(b) or Clause 3.5.8(b), the Company shall provide to the Scheme Adjudicator:

(a) a copy of any notice, statement or correspondence, under this Part 3, sent or received by the Company in connection with the Scheme Claim;

(b) a copy of the Claim Form (as amended or revised and together with all attachments thereto and supporting evidence provided) or of the details provided by a Redress Creditor through the Claims Portal; and

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(c) details of any Cross-Claim.

3.6.2 The Scheme Adjudicator shall have access to all of the Company’s relevant records and information in the possession or under the control of the Company that it considers it needs to determine the Disputed Scheme Claim.

3.6.3 When a Disputed Scheme Claim is referred to the Scheme Adjudicator:

(a) the Scheme Adjudicator shall consider the papers and documents before him within six weeks of receipt of the information referred to in Clause 3.6.1 and, if possible, determine the Disputed Scheme Claim before the end of that period;

(b) if necessary, the Scheme Adjudicator shall, within that six-week period, send a notice to the person concerned stating that he requires:

(i) further documents, data or information from the Scheme Claimant or the Company, in which case the recipient shall comply within two weeks of receipt of the notice or other such period as specified therein; and/or

(ii) the Company and/or the Scheme Claimant (or its duly authorised representative) to address him on particular matters in person, by telephone or by email, in which case he shall be entitled to prescribe such procedures or provisions as he deems appropriate to assist him to reach his decision;

(c) if the Scheme Adjudicator has sent a notice under Clause 3.6.3(b), he shall, if possible, determine the Disputed Scheme Claim within six weeks of receiving any further information pursuant to Clause 3.5.6(b)(i) or having been addressed on particular matters pursuant to Clause 3.6.3(b)(ii);

(d) if the Company or Scheme Claimant fails to comply with a notice under Clauses 3.6.3(b)(i) within two weeks or such other period as specified in the notice, the Scheme Adjudicator shall make his determination on the basis of the other information available to him;

(e) in determining a Disputed Scheme Claim, the Scheme Adjudicator may call for such evidence (including expert evidence), documents, data and information as he may require to assist him to reach his decision; and

(f) the Scheme Adjudicator shall act as an expert and not as an arbitrator.

3.6.4 The Scheme Adjudicator shall notify the Company and Scheme Claimant of his determination of the Disputed Scheme Claim by post, email or through the

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Claims Portal. If the amount of the Disputed Scheme Claim is greater than zero, this determination will become an Ascertained Scheme Claim on the date the notice is sent.

3.6.5 Any notice given by the Scheme Adjudicator under Clause 3.6.4 shall be a final and binding determination of the Disputed Scheme Claim, to the extent the law permits, and the Scheme Claimant and the Company shall have no right of appeal or review, or any right to commence any Proceedings, in respect of either the Scheme Adjudicator’s determination or the procedure he employed.

3.6.6 At the time he gives notice under Clause 3.6.4, and subject to Clause 3.6.9, the Scheme Adjudicator may make whatever directions he thinks just for the payment of remuneration, costs, charges and expenses, incurred by him, the Company and the Scheme Claimant, in accordance with the terms of the agreement by which he is appointed.

3.6.7 If, under Clause 3.6.6, the Scheme Adjudicator directs that the Company shall make any payment, the Company shall make that payment forthwith and that payment shall be:

(a) A Scheme Cost if the Disputed Scheme Claim relates to a Redress Liability; or

(b) A Non-Redress Scheme Cost if the Disputed Scheme Claim relates to a Non-Redress Liability.

3.6.8 If, under Clause 3.6.6, the Scheme Adjudicator directs that a Non-Redress Creditor shall make any payment, the amount of that payment shall be deducted from that Non-Redress Creditor’s Payable Scheme Claim. If the amount of the payment exceeds the Payable Scheme Claim, the Scheme Creditor shall pay the excess to the Scheme Adjudicator within two weeks of the direction under Clause 3.6.6.

3.6.9 Nothing in this Clause 3.6 shall require Redress Creditors to bear any costs relating to a Disputed Scheme Claim.

3.7 Variation of time limits

3.7.1 Where it is in the interests of Scheme Creditors or the efficient operation of the Scheme, the Company may, by publishing a notice on the Website, extend any of the time limits in this Part 3 other than the Claims Submission Deadline.

3.7.2 Where the Company is satisfied that, due to exceptional circumstances outside the control of a Scheme Creditor, that Scheme Creditor has failed to comply with any time limit, other than the Claims Submission Deadline, the Company

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may, in its absolute discretion, extend that time limit for that Scheme Creditor, without notice. In relation to Clause 3.6.3, the Scheme Adjudicator shall also have this discretion.

3.8 Scheme Creditors to assist the Company

3.8.1 From the Effective Date until the date on which the Scheme ends in accordance with Clause 6.3.2(i) or Part 7, Scheme Creditors shall provide to the Company, the Scheme Supervisors and the Scheme Adjudicator all assistance it reasonably requires in connection with the Scheme and in connection with the recovery of any Property or the enforcement of obligations owed to the Company.

3.8.2 In particular, the Company may require the following information from a Scheme Claimant:

(a) Full details of how and when a Scheme Claim arose;

(b) Legible copies of all contracts, orders, judgments, decisions and awards which are relevant to the Scheme Claim; any

(c) Any other supporting information and documentation as the Company reasonably requires.

3.9 Company to assist Scheme Creditors

3.9.1 From the Effective Date until the date on which the Scheme ends in accordance with Clause 6.3.2(i) or Part 7, the Company shall provide Scheme Creditors with such assistance as is reasonably practicable in connection with the processing of Scheme Claims and use their reasonable endeavours to answer questions from Scheme Creditors relating to the Scheme process and Scheme Liabilities.

3.9.2 Such assistance shall include the provision of a dedicated telephone helpline and website until the Company publishes a Scheme Completion Notice on the Website in accordance with Clause 7.1.

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PART 4 – PAYMENT TO SCHEME CREDITORS

4.1 Payment of Ascertained Scheme Claims from Scheme Assets

4.1.1 Following determination and, if necessary, adjudication of all Scheme Claims in accordance with Clauses 3.5 and 3.6, and subject to Clauses 4.1.2, for each Redress Ascertained Scheme Claim or Non-Redress Ascertained Scheme Claim, the Payable Scheme Claim shall be determined as follows:

(a) If the funds available in the Redress Fund (following deduction of a reasonable reserve for Redress Scheme Costs) are sufficient to pay all Redress Ascertained Scheme Claims in full, the Payable Scheme Claim in respect of Redress Ascertained Scheme Claims shall be the amount of the Redress Ascertained Scheme Claim;

(b) If the funds available in the Redress Fund (following deduction of a reasonable reserve for Redress Scheme Costs) are insufficient to pay all Redress Ascertained Scheme Claims in full, the Payable Scheme Claim in respect of a Redress Ascertained Scheme Claim shall be:

(i) the Redress Ascertained Scheme Claim divided by the aggregate amount of all Redress Ascertained Scheme Claims;

(ii) multiplied by the funds available in the Redress Fund (following deduction of a reasonable reserve for Redress Scheme Costs).

(c) If the funds available in the Non-Redress Fund (following deduction of a reasonable reserve for Non-Redress Scheme Costs) are sufficient to pay all Non-Redress Ascertained Scheme Claims in full, the Payable Scheme Claim in respect of Non-Redress Ascertained Scheme Claims shall be the amount of the Non-Redress Ascertained Scheme Claim; and

(d) If the funds available in the Non-Redress Fund (following deduction of a reasonable reserve for Non-Redress Scheme Costs) are insufficient to pay all Non-Redress Ascertained Scheme Claims in full, the Payable Scheme Claim in respect of a Non-Redress Ascertained Scheme Claim shall be:

(i) the Non-Redress Ascertained Scheme Claim divided by the aggregate amount of all Non-Redress Ascertained Scheme Claims;

(ii) multiplied by the funds available in the Non-Redress Fund (following deduction of a reasonable reserve for Non-Redress Scheme Costs).

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4.1.2 Following the calculations in Clause 4.1.1, the Company shall determine the Distribution Rate for all Redress Ascertained Scheme Claims and Non-Redress Ascertained Scheme Claims. If the Distribution Rate for Non-Redress Ascertained Scheme Claims is greater than the Distribution Rate for Redress Ascertained Scheme Claims, the Company shall:

(a) Transfer from the Non-Redress Fund to the Redress Fund the amount required to ensure that the two Distributions Rates would be equal once the calculations in Clause 4.1.1 are re-run; and

(b) Re-calculate Payable Scheme Claims in accordance with Clause 4.1.1.

4.1.3 Following calculation of Payable Scheme Claims and the transfer of any amount from the Non-Redress Fund to the Redress Fund in accordance with Clause 4.1.1 and Clause 4.1.2, Payable Scheme Claims shall be paid from the Scheme Assets as follows:

(a) The Redress Fund (following deduction of a reasonable reserve for Redress Scheme Costs) shall be used to pay Payable Scheme Claims which relate to Redress Ascertained Scheme Claims; and

(b) The Non-Redress Fund (following deduction of a reasonable reserve for Non-Redress Scheme Costs) shall be used to pay Payable Scheme Claims which relate to Non-Redress Ascertained Scheme Claims.

4.2 Payment of Payable Scheme Claims to Scheme Creditors

4.2.1 Once all Scheme Claims have been determined by the Company in accordance with Clause 3.5 or adjudicated by the Scheme Adjudicator in accordance with Clause 3.6, the Company shall in one or more payments pay the Payable Scheme Claim to the relevant Scheme Claimant.

4.2.2 All payments by the Company to a Scheme Claimant shall be made by electronic transfer to the bank account, details of which were provided by the Scheme Claimant in accordance with Clause 3.2.

4.2.3 The Scheme Claimant shall bear all risk of payment under Clause 4.2.2 and, at the discretion of the Company, may be required to bear any costs incurred from its Payable Scheme Claim.

4.2.4 A Payable Scheme Claim shall be deemed paid on the date that the electronic transfer instruction given or payment is made by another appropriate method. The credit of the amount of the electronic transfer into the designated bank account, shall be good discharge and satisfaction of the Payable Scheme Claim and the Company will have no further Liability for such Payable Scheme Claim.

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4.3 Unsuccessful payments

4.3.1 If an electronic transfer made pursuant to Clause 4.2.2 is unsuccessful through no fault of the Company or the Company’s bank, it will make reasonable efforts to bring this to the attention of the Scheme Claimant and will re-attempt the electronic transfer or payment within 14 days.

4.3.2 If, on a second attempt, the electronic transfer or payment is again unsuccessful, the Company shall again bring this to the attention of the Scheme Claimant and will re-attempt the electronic transfer or payment within a further 14 days.

4.3.3 If, on the third attempt, the electronic transfer or payment is unsuccessful, the Company will be deemed to have discharged its obligations to the Scheme Claimant in respect of that payment.

4.3.4 Unless the Scheme Supervisors decide otherwise, the relevant sum shall not be used to make any further payment in respect of other Payable Scheme Claims and shall accrue to the Company:

4.4 Variation of time limits

Where it is in the interests of Scheme Creditors or the efficient operation of the Scheme, the Company may, by publishing a notice on the Website, extend any of the time limits in this Part 4.

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PART 5 – THE SCHEME ADJUDICATOR

5.1 The Scheme Adjudicator

5.1.1 The Scheme Adjudicator shall have the powers, rights and duties conferred upon him by the Scheme and shall discharge the duties and responsibilities imposed upon him by the Scheme.

5.1.2 The Scheme Adjudicator shall initially be Jamie Drummond-Smith whose CV is annexed as Schedule 5. The Company shall have the power to appoint a similarly qualified successor.

5.1.3 The Company shall enter into an agreement with the Scheme Adjudicator with respect to his remuneration and expenses.

5.2 Powers, role and duties of Scheme Adjudicator

5.2.1 The Scheme Adjudicator shall be responsible for the adjudication and the final determination of Disputed Scheme Claims.

5.2.2 The Scheme Adjudicator shall be entitled to appoint a legal advisor to advise him and any costs so incurred will be paid by the Company and treated as Scheme Costs.

5.3 Responsibility of Scheme Adjudicator

The Scheme Adjudicator shall act in good faith with reasonable skill and care and shall exercise his powers, duties and functions under the Scheme with a view to ensuring that the Scheme is implemented in accordance with its terms and that Disputed Scheme Claims are adjudicated fairly and as cost-effectively as possible, in the interests of all Scheme Claimants.

5.4 Liability of Scheme Adjudicator

5.4.1 Subject to Clause 5.4.3, Scheme Creditors shall not be entitled to challenge the validity of any act done or omitted to be done in good faith and with due care by the Scheme Adjudicator in pursuance of the provisions of the Scheme or the exercise or performance by him in good faith and with reasonable skill and care of any power, duty or function conferred upon him for the purpose of the Scheme.

5.4.2 The Scheme Adjudicator shall not be liable for any loss resulting from any act he does or omits to do, unless any such loss is attributable to his own willful neglect, breach of statutory duty, breach of trust, fraud or dishonesty.

5.4.3 Nothing in this Clause 5.4 shall prevent the liability of the Scheme Adjudicator for negligence.

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5.5 Vacation of office

5.5.1 The Scheme Adjudicator shall vacate office, if he:

(a) dies or otherwise becomes unable to carry out his duties under the Scheme;

(b) becomes bankrupt;

(c) is disqualified from acting as a director under the Company Directors Disqualification Act 1986;

(d) resigns by giving 30 days’ notice in writing to the Company or such shorter period of time as may be agreed by the Company; or

(e) is removed by the Company because, in the reasonable opinion of the Company and the Scheme Supervisors, he is unable or has failed to carry out his duties under the Scheme.

5.5.2 Where a vacancy arises in the office of Scheme Adjudicator the Company shall forthwith fill the vacancy with a person having the requisite qualifications, who is duly qualified, in the reasonable opinion of the Company, to discharge the functions of the Scheme Adjudicator under the Scheme.

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PART 6 – THE SCHEME SUPERVISORS

6.1 The Scheme Supervisors

6.1.1 Any Scheme Supervisor must be a licensed insolvency practitioner within the meaning of section 390 of the Insolvency Act 1986 and duly qualified in the reasonable opinion of the Company to discharge the function of a Scheme Supervisor under the Scheme. Where more than one person has been appointed as a Scheme Supervisor, they may exercise and perform the powers, rights, duties and functions of the Scheme Supervisors under the Scheme jointly or severally.

6.1.2 The Scheme Supervisors shall initially be Edward George Boyle and Ben Maitland Leith of KPMG LLP, 15 Canada Square, London, E14 5GL. The Company shall have the power to appoint any successor.

6.1.3 The Company shall enter into an agreement with the Scheme Supervisors with respect to their powers, rights, duties, functions, remuneration, expenses, resignation and removal from office.

6.1.4 In exercising their powers and carrying out its duties under the Scheme, the Scheme Supervisors shall act as agent of the Company.

6.2 Role of the Scheme Supervisors

6.2.1 The Scheme Supervisors shall discharge the duties and responsibilities imposed upon them by the Scheme.

6.2.2 The Scheme Supervisors shall act in good faith with reasonable skill and care in the interests of the Scheme Creditors as a whole and shall exercise their powers, duties and functions under the Scheme with a view to ensuring that the Scheme is implemented in accordance with its terms.

6.2.3 Without prejudice to the generality of Clause 6.2.1, the Scheme Supervisors shall in addition:

(a) monitor, on a basis agreed with the Company, the Company’s compliance with the terms of the Scheme;

(b) verify that costs incurred by the Company as Scheme Costs have been properly incurred in accordance with the Scheme;

(c) prepare a quarterly report for creditors providing an update on the progress of the Scheme and to be published on the Website, which report shall include an updated estimated outcome for Scheme Claimants; and

(d) confirm the completion of the Scheme in accordance with Clause 7.1.

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6.3 Powers of the Scheme Supervisors

6.3.1 The Scheme Supervisors shall have all of the powers necessary or desirable to enable them to discharge their duties and responsibilities under the Scheme (although it is acknowledged that the Scheme Supervisors cannot exercise any power that would result in them assuming control of the Company’s affairs so as to supplant the Board);

6.3.2 Without prejudice to the generality of Clause 6.3.1, the Scheme Supervisors shall be entitled:

(a) to have access to, and the power to disclose to third parties, such Company information, books, documents or personnel as may from time to time be necessary for the operation of the Scheme;

(b) to delegate to or employ any person as they see fit for the carrying out of their powers, rights, duties and functions under the Scheme;

(c) to do all acts and to execute in the name and on behalf of the Company any deed, receipt or other document necessary for or incidental to their role under the Scheme;

(d) to apply to the Court for directions in relation to any particular matter arising in the course of the Scheme;

(e) to engage (or require the Company to engage) legal and financial advisers from time to time as reasonably required, in order to advise and assist the Scheme Supervisors in connection with the conduct of their functions and powers under the Scheme;

(f) to instruct the Company to make payments pursuant to the terms of the Scheme, including payments that are necessary for or incidental to the performance of the Scheme Supervisors’ or the Company’s functions under the Scheme;

(g) to enforce, as the Company’s agent, the Shareholder’s obligations under the terms of the Shareholder Funding Agreement;

(h) to direct the escrow agent appointed pursuant to the Shareholder Funding Agreement to pay a specified amount of the Shareholder Contribution to the Company;

(i) to terminate the Scheme if they consider that this is in the interests of all Scheme Creditors; and

(j) to engage with the Financial Conduct Authority in regards to the operation and progress of the Scheme.

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6.4 Responsibility of Scheme Supervisors

The Scheme Supervisors shall act in good faith with reasonable skill and care and shall exercise their powers, duties and functions under the Scheme with a view to ensuring that the Scheme is implemented in accordance with its terms.

6.5 Liability of Scheme Supervisors

6.5.1 Subject to Clause 6.5.3, Scheme Creditors shall not be entitled to challenge the validity of any act done or omitted to be done in good faith and with due care by the Scheme Supervisors in pursuance of the provisions of the Scheme or the exercise or performance by them in good faith and with reasonable skill and care of any power, duty or function conferred upon them for the purpose of the Scheme.

6.5.2 The Scheme Supervisors shall not be liable for any loss resulting from any act they do or omit to do, unless any such loss is attributable to their own willful neglect, breach of statutory duty, breach of trust, fraud or dishonesty.

6.5.3 Nothing in this Clause 6.5 shall prevent the liability of the Scheme Supervisors for negligence.

6.6 Vacation of office

6.6.1 Any person appointed as a Scheme Supervisor under this Part shall vacate office, if he:

(a) dies or otherwise becomes unable to carry out his duties under the Scheme;

(b) becomes bankrupt;

(c) is disqualified from acting as a director under the Company Directors Disqualification Act 1986;

(d) resigns by giving 30 days’ notice in writing to the Company or such shorter period of time as may be agreed by the Company; or

(e) is removed by the Company because, in the reasonable opinion of the Company and any other Scheme Supervisor (if there is more than one Scheme Supervisor), he is unable or has failed to carry out his duties under the Scheme.

6.6.2 Where a vacancy arises in the office of the Scheme Supervisor, the Company shall forthwith fill the vacancy with a person having the requisite qualifications, who is duly qualified, in the reasonable opinion of the

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Company, to discharge the functions of the Scheme Supervisor under the Scheme.

6.6.3 Pending appointment of a replacement Scheme Supervisor in accordance with Clause 6.6.1(a), the Company shall discharge the functions of the Scheme Supervisor under the Scheme.

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PART 7 – COMPLETION AND TERMINATION OF THE SCHEME

7.1 Scheme Completion

If the Scheme Supervisors resolve that:

7.1.1 they are satisfied that the Scheme has been properly implemented in accordance with its terms.

7.1.2 all Scheme Claims have been determined in accordance with Clause 3.5.6 and 3.6.4;

7.1.3 the Redress Scheme Costs and the Non-Redress Scheme Costs have been paid; and

7.1.4 all Payable Scheme Claims have been paid in accordance with Clause 4.2.1,

the Company shall cause a Scheme Completion Notice to be published on the Website. 7.2 Scheme Termination

7.2.1 The Scheme shall not automatically terminate by reason of the occurrence of an Insolvency Event.

7.2.2 On the occurrence of an Insolvency Event, any liquidator, administrator or provisional liquidator of the Company may resolve that the Scheme be terminated, in which case:

(a) he or she shall cause a notice to be published on the Website that the Scheme has been terminated at the date of the notice; and

(b) payments already made to Scheme Creditors under the Scheme shall be unaffected by the termination of the Scheme insofar as this is permitted by the law.

7.2.3 Following a notice under Clause 7.2.2(a), the provisions of the Scheme, other than those referred to in Clause 7.2.4, shall be of no further effect, save that:

(a) All Payable Scheme Claims shall continue to be debts of the Company save that they shall be reduced to the extent that a Scheme Claim has obtained judgment for any sum in Proceedings brought in accordance with Clause 2.6; and

(b) If an Insolvency Event occurs after the Claims Submission Deadline, Scheme Liabilities in respect of which a Claim Form has not been submitted and which are therefore not Scheme Claims, shall not be debts of the Company.

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7.2.4 Clauses 2.3, 2.4, 2.5, 2.9.3, 2.10, 3.6.5, 8.2, 8.3, 8.4 and Part 5 and 6 shall survive the termination of the Scheme.

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PART 8 – GENERAL PROVISIONS RELATING TO THE SCHEME

8.1 Modification of the Scheme

The Company may, at any Court hearing to sanction the Scheme, consent on behalf of the Scheme Creditors to any modification of or addition to the Scheme or any terms or conditions that would not directly or indirectly have a materially adverse effect on the interests of any Scheme Creditor under the Scheme.

8.2 Notices

8.2.1 Any notice or other written communication to be given under or in relation to this Scheme shall be given by email and shall be deemed to have been duly given if it is delivered:

(a) in the case of the Company, for the attention of Sheraz Afzal, by email to [email protected] or by letter to Unit 1, Castle Marina Road, Nottingham, England, NG7 1TN or at such other address as the Company may notify to Scheme Creditors for the purpose of this Clause 8.2;

(b) in the case of the Scheme Adjudicator, for the attention of Jamie Drummond-Smith, by email to [email protected] or by letter to Unit 1, Castle Marina Road, Nottingham, England, NG7 1TN or at such other address as the Scheme Adjudicator may notify to Scheme Creditors for the purpose of Clause 8.2;

(c) in the case of the Scheme Supervisors, for the attention of Edward George Boyle and Ben Maitland Leith, KPMG LLP, 15 Canada Square, London, E14 5GL or at such other address as the Scheme Supervisors may notify to Scheme Creditors for the purpose of Clause 8.2;

(d) in the case of a Non-Redress Creditor, to its last known address (including, where appropriate, its email address) according to the Company; and

(e) in the case of a Redress Creditor, through the Claims Portal.

8.2.2 Any notice or other written communication to be given under the Scheme shall be deemed to have been served on the earliest of:

(a) if delivered by hand, the first Business Day following delivery;

(b) if sent by Post, the second Business Day after posting;

(c) if sent by email, on that day;

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(d) if sent through the Claims Portal, on that day; or

(e) the Business Day on which the notice or communication is actually received by the recipient.

8.2.3 In proving receipt of a notice sent by post, it shall be sufficient proof that the envelope was properly stamped, addressed and placed in the post.

8.2.4 For the purposes of Part 3 and Part 8, the accidental omission to send any notice, written communication or other document in accordance with this Clause 8.2 or the non-receipt of any such notice by any Scheme Creditor, shall not affect the provisions of those parts.

8.3 Electronic communications

8.3.1 Notwithstanding anything to the contrary in the Scheme (including any requirement that notices or information be sent by Post), information concerning Scheme Claims (including any Claim Form or relevant accompanying information, but not including copies of any relevant supporting documentation which was not originally produced in electronic form) and any other communication required to be or capable of being given or sent hereunder may, at the option of the Scheme Creditor, be given or sent by the Company, Scheme Adjudicator or relevant Scheme Creditor in electronic form to the address specified in Clause 8.2.1.

8.3.2 Notwithstanding anything contrary in the Scheme, notices given in accordance with the terms of the Scheme may be given in electronic form.

8.3.3 Proof that a notice contained in electronic form was sent to the address specified in accordance with Clause 8.3.1 shall be conclusive evidence that the notice was given.

8.4 Governing law and jurisdiction

8.4.1 This Scheme shall be governed by, construed and take effect in accordance with, English law.

8.4.2 Subject to Clauses 2.2 and 3.6.4, the Company, the Scheme Adjudicator, and the Scheme Creditors hereby submit to the exclusive jurisdiction of the Court and agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any claim, dispute or matter of difference which may arise out of the provisions of this Scheme, or out of any action taken or omitted to be taken under this Scheme or in connection with the administration of this Scheme.

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8.4.3 Nothing in this Scheme shall limit or otherwise affect any other rights which any Scheme Creditor may have to refer any complaint (including in relation to the Scheme) to the Financial Ombudsman Service or any jurisdiction which the Financial Ombudsman Service may have to consider and determine any such complaint.

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SCHEDULE 1 – EXCLUDED LIABILITIES

1. All liabilities which are owed to the following persons except where otherwise provided: Creditor Service Provided A G Joiner & Co Limited Head office landlord Alert Logic UK Ltd Security for ICL’s loanbook business Amazon Web Services EMEA SARL (UK branch)

Website and hosting

Aviva PLC Pension provider B&CE Holdings Limited Pension provider BDO LLP Auditors Browne Jacobson LLP Legal advisors BUPA Limited Employee costs BW Legal Services Limited (only in respect to ongoing contractual commission on loan collections)

Debt collection

Cintra HR And Payroll Services Ltd Payroll CSC Corporate Services (UK) Limited Domain name services Deloitte LLP Professional advisors Edgewall Limited IT network contractor Ellia Consulting Limited Scheme consultant Freshfields Bruckhaus Deringer LLP Legal advisors GGR Communications Limited Network data link provider Gitch Ltd IT contractor Equiniti Solution Limited Complaints handling HMRC Tax Howes Percival LLP Property and lease legal advisors Hybrit Services Ltd IT Huntswood Consultancy Itil Limited Recruitment consultant Iron Mountain (UK) plc Backup tape storage KPMG LLP Complaints handling and professional advisors Pricewaterhousecoopers LLP Professional advisors Rackspace Limited Hosting Reward Gateway (UK) Ltd Employee costs Sanmac Ltd IT consultant UK IT Networks Limited (only in respect to agreed monthly payments for essential telephony services to head office for various incoming lines)

IT and telephony services

Westfield Health Ltd Employee costs Zurich Assurance Ltd Employee costs 2. Liabilities which are owed to customers of the Company in respect of its pawn-broking business and the costs of administering that business.

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3. Liabilities owed to directors of the Company and the following employees of the Company: Employee Role

Aaron Collins IT Director Emma Martin Senior Systems Engineer Joel Clemmings IT Service Desk Alice Palmer Head of Complaints Kay Springhall Operations Team Manager Amy Gilbert Risk Analyst Sophie Ellis Compliance Monitoring Alesha Rogers Compliance Monitoring Megha Shah Scheme Customer Service Advisor Rhian Aldous Scheme Customer Service Advisor Amy Webster Scheme Customer Service Advisor Leanne Kinton Scheme Customer Service Advisor Kim Mason Scheme Customer Service Advisor Fiona Cooper General Complaints Handler Nya Palmer Collections Specialist Harriet Morris Collections Specialist Sarah Huckle Collections Specialist Wendy Tomlinson Asset Administration Manager Gillian Graham Asset Centre Manager Gareth Higginbottom Finance Reconciliation Clerk Darren Bullivant Head of Delivery & IT Security Keith Rowell Service Operations Manager Natalie Marshall Store Accountant Assistant Joseph Fulcher Treasury Alex Wheatley Financial Accountant Sue Dixon Asset Administrators Marie Wootten Asset Administrators Laura Musson Store Accountant Team Leader 4. The costs of administering and collecting balances on loans outstanding to the Company but excluding, to the extent that they were incurred before the Effective Date: (a) any liability for redress (unless such liability arose from a settlement offer accepted by

a Redress Creditor on or before 31 July 2019 or from a final decision made by the Financial Ombudsman Service in the Redress Creditor’s favour on or before that date); or

(b) costs in relation to the handling of complaints, other than liabilities to the creditors specified in paragraph 1 of this Schedule.

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SCHEDULE 2 – OUTSTANDING REDRESS CLAIMS

NEXUS_1007136 NEXUS_1007382 NEXUS_1007400 NEXUS_1009010 NEXUS_10167 NEXUS_1037183 NEXUS_1053279 NEXUS_1062440 NEXUS_1076779 NEXUS_107909 NEXUS_1105100 NEXUS_1111412 NEXUS_1116313 NEXUS_1118515 NEXUS_1121240 NEXUS_1130584 NEXUS_1140348 NEXUS_1156887 NEXUS_1164092 NEXUS_11661 NEXUS_1181293 NEXUS_1202289 NEXUS_1204831 NEXUS_1244567 NEXUS_1263701 NEXUS_1271401 NEXUS_1293968 NEXUS_1307541 NEXUS_1335048 NEXUS_1345960 NEXUS_1355772 NEXUS_1378341 NEXUS_1390 NEXUS_1445525 NEXUS_1469640 NEXUS_1483750 NEXUS_14883 NEXUS_1497600 NEXUS_1531079 NEXUS_1531211 NEXUS_1533734 NEXUS_1548407 NEXUS_1560459 NEXUS_1563649 NEXUS_1569284 NEXUS_1575799 NEXUS_1577471 NEXUS_1586330 NEXUS_1600794 NEXUS_1601199 NEXUS_1619697 NEXUS_1643297 NEXUS_1651637 NEXUS_1660458 NEXUS_1663092 NEXUS_1675385 NEXUS_1694655 NEXUS_1722085 NEXUS_1722706 NEXUS_1731102 NEXUS_1734441 NEXUS_1743878 NEXUS_1746973 NEXUS_1793653 NEXUS_1844310 NEXUS_1851032 NEXUS_1858660 NEXUS_1869316 NEXUS_1891448 NEXUS_1894680 NEXUS_1898750 NEXUS_1933472 NEXUS_1953981

NEXUS_1992633 NEXUS_2062898 NEXUS_2112811 NEXUS_2113193 NEXUS_2122029 NEXUS_213339 NEXUS_213485 NEXUS_215032 NEXUS_2253664 NEXUS_227417 NEXUS_235361 NEXUS_2410419 NEXUS_24279 NEXUS_250445 NEXUS_2514569 NEXUS_258063 NEXUS_260372 NEXUS_264441 NEXUS_274522 NEXUS_281361 NEXUS_281615 NEXUS_283731 NEXUS_291004 NEXUS_291581 NEXUS_291947 NEXUS_293777 NEXUS_294096 NEXUS_294812 NEXUS_298500 NEXUS_299443 NEXUS_299591 NEXUS_302238 NEXUS_307057 NEXUS_310837 NEXUS_311778 NEXUS_312127 NEXUS_312437 NEXUS_312988 NEXUS_314895 NEXUS_321212 NEXUS_325720 NEXUS_333701 NEXUS_335118 NEXUS_336216 NEXUS_337715 NEXUS_339756 NEXUS_367 NEXUS_37296 NEXUS_37885 NEXUS_413452 NEXUS_421450 NEXUS_431117 NEXUS_437771 NEXUS_447815 NEXUS_450254 NEXUS_4552 NEXUS_459115 NEXUS_469640 NEXUS_471881 NEXUS_472858 NEXUS_495175 NEXUS_501228 NEXUS_515702 NEXUS_516289 NEXUS_516442 NEXUS_517176 NEXUS_518019 NEXUS_531367 NEXUS_546520 NEXUS_56586 NEXUS_56835 NEXUS_584981 NEXUS_588090

NEXUS_616378 NEXUS_66330 NEXUS_678412 NEXUS_693900 NEXUS_712595 NEXUS_7602 NEXUS_83213 NEXUS_83312 NEXUS_858684 NEXUS_873953 NEXUS_881212 NEXUS_894617 NEXUS_896043 NEXUS_910091 Online_10006332 Online_10013025 Online_1002172 Online_10022879 Online_10024230 Online_10027148 Online_10027301 Online_1003632 Online_100497 Online_1006773 Online_10077058 Online_10077330 Online_10084426 Online_1008817 Online_1008916 Online_10090737 Online_10098225 Online_1010284 Online_1011787 Online_10121022 Online_10126184 Online_10128453 Online_10142612 Online_10143154 Online_1015810 Online_10161797 Online_10170189 Online_10182605 Online_10183551 Online_10184629 Online_101856 Online_10185983 Online_101882 Online_10199492 Online_10207226 Online_1020779 Online_10218633 Online_10226689 Online_1024719 Online_10257434 Online_1025785 Online_10260973 Online_10283371 Online_10284706 Online_10294313 Online_10303512 Online_1032206 Online_1032666 Online_1033131 Online_10333687 Online_10362187 Online_10372808 Online_1038190 Online_1038300 Online_10383045 Online_1038381 Online_10395013 Online_1039669 Online_10410062

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