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EXPLANATORY STATEMENT (in compliance with Section 897 of the Companies Act 2006)

in relation to

A SCHEME OF ARRANGEMENT

between

INSTANT CASH LOANS LIMITED (“ICL”)

also trading as ‘The Money Shop’, ‘Payday Express’,

‘Payday UK’ and ‘Ladder Loans’

and the

SCHEME CREDITORS

(as defined in the Scheme of Arrangement)

IMPORTANT INFORMATION FOR CUSTOMERS

• Instant Cash Loans Ltd (which also traded as ‘The Money Shop’, ‘Payday Express’,

‘Payday UK’ and ‘Ladder Loans’) is proposing a scheme of arrangement which will

allow it to pay compensation to customers who have a claim against ICL which relates a

loan it, or one of its associated companies, made to them.

• If the Scheme is approved, customers will receive more money than they otherwise

would.

• You will be able to vote for or against the Scheme online. You must do this before 5pm

on 20 September 2019 and you will find instructions on how to vote in the letter that we

have sent you.

• Alternatively, you can vote for or against the Scheme in person on 24 September 2019

from 11am at Notts County Football Ground, Meadow Lane, Nottingham, NG2 3HJ.

• If the Scheme is approved, you will be able to submit details of your claim on an online

Claims Portal. We will send you details for the online Claims Portal if the Scheme is

approved.

IMPORTANT INFORMATION FOR OTHER CREDITORS

• You are a creditor of ICL if we owe you money. This may be because you were a

landlord of one of our shops or you were one of our suppliers. If the Scheme is

approved, you will receive more money than you otherwise would.

• You will be able to vote for or against the Scheme. In order to do so, you must fill out

and return the Voting Form that we have sent you so that it arrives by 20 September

2019.

• Alternatively, you can vote for or against the Scheme in person on 24 September 2019

from 11am at Notts County Football Ground, Meadow Lane, Nottingham, NG2 3HJ.

• If the Scheme is approved, you will be invited to submit details of your claim on a Claim

Form which we will send to you.

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US

• Please address any queries about the Scheme to [email protected]. You

may also contact our customer service team on 020 3901 7440 between 9am and

5.30pm from Monday to Friday.

• Further information, including frequently asked questions, is available on our website at

https://www.themoneyshop.com.

QUESTIONS ABOUT THE SCHEME

Q1. Who is affected by the Scheme?

You are affected by the Scheme if you are a creditor of Instant Cash Loans Ltd (“ICL”). You

may be a creditor of ICL if:

- you took out a loan with ‘Instant Cash Loans’, ‘The Money Shop’, ‘Payday Express’,

‘Payday UK’, ‘Ladder Loans’ or any of the brands listed at the bottom of the next page

after 1 April 2007 and this loan should not have been made because you could not

afford to repay it; or

- you were one of ICL’s suppliers, landlords or someone else to whom the company

owes money.

Q2. What does the Scheme mean for me?

If the Scheme goes ahead, we will invite you to submit details of your claim. If we agree, you

will be entitled towards the end of 2020.

We do not think we will be able to pay you the full amount we owe you. How much you receive

will depend on a number of things, such as how many people submit a claim and how many of

those claims are accepted. We think that:

- former customers with complaints about loans will receive about 80% of what we owe

them (although this amount may be lower); and

- other creditors will receive about 13% of what we owe them.

If the Scheme does not go ahead, ICL is likely to enter liquidation. If this happens, all creditors

– including customers – would receive less than 1% of what we owe them.

Q3. What do I need to do now?

Please read this document carefully as it contains important information about the Scheme.

You can vote for or against the Scheme online. You must do this before 20 September 2019

and you will find instructions on how to vote in the letter we have sent you.

Q4. How will I submit a claim?

If the Scheme is approved, we will be providing you with further information on how to submit

a claim at the start of October.

Q5. What happens if I don’t agree with the Scheme?

If you do not agree with the Scheme, you can vote against it. You must do this before 20

September 2019 and you will find instructions on how to vote in the letter we have sent you.

Q6. Am I guaranteed to receive a payment if the Scheme goes ahead?

If you have a valid claim, you will be entitled to a payment if the Scheme goes ahead. As we

explain in question 2, you are unlikely to receive the full value of your claim but you would

receive more than if the Scheme does not go ahead.

Q7. Will I still be able to sue ICL or make a complaint to the Financial Ombudsman Service (FOS)?

If the Scheme goes ahead, you will not be able to bring any other type of claim against ICL

such as legal proceedings. If you are a customer, you can still complain to the Financial

Ombudsman Service but it has told us it is unlikely to be able to progress your complaint

because of the Scheme.

PART A – SUMMARY OF THE EXPLANATORY STATEMENT

1. Background to the Scheme

1.1 The purpose of Part A of this Explanatory Statement is to explain, in brief terms, the

scheme of arrangement which Instant Cash Loans Limited (ICL) is proposing.

1.2 You will find a more detailed explanation in Part B and the legal scheme document (the

Scheme) in Schedule 1. If there are any differences between the contents of this

Explanatory Statement and the Scheme, the terms of the Scheme will prevail.

1.3 ICL is a consumer finance business which provided high-cost short-terms loans and also

ran pawn-broking, cheque cashing and ‘bought and sold gold’ businesses. It has also

traded as ‘The Money Shop’, ‘Payday Express’, ‘Payday UK’ and ‘Ladder Loans’.

1.4 Over time, we acquired a number of similar businesses which became ICL Subsidiaries,

including MEM Consumer Finance Limited, Inventive Finance Limited, Express Finance

(Bromley) Limited, Gemgain Limited and Cashier (UK) Limited. These companies also

made high-cost short-term loans to consumers and traded under a number of different

names which you will find at the bottom of this page.1 If you took out a loan with one of

these companies or brands, the Scheme will also apply to you.

1.5 All of these companies have stopped making loans and the majority of loans they made in

the past have been repaid.

1.6 After a change in ICL’s owners in February 2018, we undertook a review of its operating

model. As a result of that review, we ceased making new high-cost short-term loans on 1

August 2018. It also identified a number of non-profitable stores which were either closed

or sold to a third-party buyer in March 2019 and closed 67 stores in May 2019. The

business of 65 remaining stores was ultimately sold to the H&T Group in July 2019.

1.7 However, in recent years and in common with the sector, we have experienced a significant

increase in the number of consumer complaints related to our lending activities. We have

also been addressing and paying consumer complaints relating to lending by ICL

Subsidiaries, certain of whose liabilities we assumed when we acquired them, because

these companies have no funds of their own apart from money we owe them.

1.8 We changed our approach to complaints handling in August 2017. When considering

whether a consumer is entitled to compensation in respect of loans, we consider whether

we or the relevant ICL Subsidiary did enough checks, including whether the loan could be

afforded and whether the borrowing was sustainable. If we conclude that loans should not

have been made, we provide a redress payment to the consumer, comprising any interest

charged on the loan and further interest on that amount at a rate of 8%.

1 Cash Til Payday, Pay Advance, Payday Control, Fast Forward Loans, Payday Tomorrow, Payday

Solutions, Wage Advance, Which Payday Loan, Payday Express, Loan Solutions UK, Payday Finance,

www.paydayloansblog.co.uk, Wages Today, Express, Payday 22, Payday 29, Payday 36, Your Pay

Today, Flexible Payday, Payday Manager, Money Bridge, Loan Lounge, Payday UK, Month End

Money, MEM Advisors, PDUK, Payday Now, KW and Co, Three Month Loan, Keyes Whitlock &

Company, My Payday Loan, The Payday Store, Ladder Finance, Ladder Credit, Ladder Loans, Kyzoo,

Kyzoo Clear, Kyzoo Ultra, Kyzoo Classic, Kyzoo Flexi, Kyzoo Platinum, Kyzoo Vintage, Ladder,

Ladrloan, Kyzoo Control, Kyzoo Black and Ladder Loans Lite.

1.9 People who have this type of complaint, or any other complaint related to a loan we or one

of the ICL Subsidiaries made, are called Redress Creditors. Although we are no longer

trading, we continue to deal with a large number of claims made by consumers in respect

of loans we made to them in the past.

1.10 We also owe money to people (mainly businesses) who are not our customers. These

people are called Non-Redress Creditors and include:

(a) landlords of the stores we used to occupy who are owed rent;

(b) local councils who are owed business rates;

(c) IT companies and other suppliers;

(d) the Financial Ombudsman Service (or the FOS) which charged us fees for

complaints it has considered; and

(e) the ICL Subsidiaries and other members of our wider corporate group.

1.11 Redress and Non-Redress Creditors (except the Excluded Creditors discussed below) to

whom we owe money are together known as Creditors.

1.12 Because we are no longer providing new loans and we have closed all of our stores, we

are not making enough money to pay all of our Creditors. Usually, this would mean that we

would have to go into liquidation. If we did go into liquidation:

(a) the only asset we would have to pay all of our Creditors would be the money we

receive from loans that are still being repaid and some pawn-broking business;

(b) all Creditors would be paid the same percentage of the amount we owe them; and

(c) this percentage would depend on whether all of the outstanding loans were repaid

and on how many Creditors submitted a claim to the liquidator.

We think that our Creditors would get less than 1% of what we owe them in a liquidation.

1.13 However, our parent company has agreed that it make approximately £20 million2 available

to make sure that Creditors get more than this. Our parent company has not yet paid us the

£20 million but it must do so if the Scheme goes ahead. It will pay an agreed amount every

month until ICL has the full £20 million which we expect to be in October 2020. If for

whatever reason the full amount is not received, less money will be available for Redress

Creditors.

1.14 The reason our parent company is able to do this is because the company which previously

owned ICL committed to making this money available for Redress Creditors. We explain

more about this in Part B.

1.15 This is why we are proposing a scheme of arrangement (or the Scheme). If the Scheme

goes ahead, this money would first be used to pay for the Scheme Costs which are the

costs of paying:

2 In total, our parent company will make US$25.5 million available for the Scheme. Approximately

£665,000 of this amount has already been spent to pay Scheme Costs relating to the preparation of the

Scheme and to pay Redress Creditors final awards which were accepted on or before 31 July 2019 as

well as final decisions made by the FOS on or before this date.

(a) Excluded Creditors, which are people we think we will have to pay in full for the

Scheme to go ahead. These include the cost of collecting in loans, wages for our

remaining employees, the rent on our head office.

(b) The costs of putting together and administering the Scheme, such as the costs of

staff to consider and respond to claims, the costs of designing the website, and the

costs of our lawyers and professional advisers. Some of these costs have already

been incurred but will still be deducted from the £20 million made available for the

Scheme by our parent company.

(c) Business Closure Costs, which is a small amount of money that will be required to

close down ICL once Creditors have received a payment and the Scheme has

finished.

1.16 We expect these costs to come to approximately £6.3 million. Once these sums have been

paid, Redress Creditors will be able to share the remaining amount of the £20 million made

available for the Scheme by our parent company.

1.17 We expect there to be about £13.6 million that will be able to be shared among Redress

Creditors. How that amount is shared among Redress Creditors will depend on how many

claims are made and how many of these we accept. At this stage and based on our

previous experience, we think that we will be able to pay around 80% of the amount of

compensation we owe to Redress Creditors, which is much more than they would receive

in a liquidation (which we estimate to be less than 1%) where the money from our parent

company would not be available.

1.18 However, the actual percentage of Redress Creditors’ claims which we will be able to pay

to customers will depend on a number of factors including how may customers submit

claims and how many of those claims we accept. If we receive and accept a lot of claims,

the amount of your claim which you receive could be significantly lower than 80%.

1.19 The Scheme will also provide a much better return for Non-Redress Creditors. This is

because our remaining assets, including money we collect from outstanding loans, will only

be shared among Non-Redress Creditors if the Scheme goes ahead. Currently, we think

that this will allow Non-Redress Creditors to receive 13% of what they are owed (although

they will not be able to receive a higher percentage of their claim than Redress Creditors)

but that will also depend on how many claims we receive and how many of those we

accept.

1.20 If we were instead to go into liquidation, our assets would also have to be shared with

Redress Creditors and there would be no funds available from our parent company,

meaning that everyone would get less than 1% of what they are owed.

1.21 Our parent company has not yet made the £20 million available but it must do so if the

Scheme goes ahead. It will pay the money into a separate and ring-fenced account, called

an escrow account. The Scheme Supervisor, whose role is described below at paragraph

2.5 of Part B, will ask the independent person who manages that account to make

payments to us monthly to enable us to meet any Scheme Costs we incur. Once all claims

have been submitted and agreed, and a deduction has been made from the remaining

balance to meet any final Scheme Costs, we can then pay the rest of the money to

Redress Creditors whose claims have been accepted.

1.22 If our parent company were to become insolvent before then, or if it does not receive funds

from our previous owner, it would not be able to pay all of the £20 million. This means that

our customers would receive a lower amount under the Scheme and would not be able to

bring a claim against us or the ICL Subsidiaries for the outstanding amount. As Non-

Redress Creditors cannot receive a higher percentage of their claim under the Scheme

than Redress Creditors, this would also mean that the outcome for all creditors would be

similar to a liquidation. However, we think that is very unlikely.

1.23 Once we have received the full amount and agreed all claims under the Scheme, we will be

in a position to start making payments to Creditors.

1.24 In exchange for Redress Creditors and Non-Redress Creditors being entitled to submit a

claim under the Scheme and, if appropriate, to payment of some or part of that claim, they

will be required to release us and all of the ICL Subsidiaries from any claim they may have.

This means that they will no longer be able to bring a claim against us or the ICL

Subsidiaries. Any contracts, including leases, will be terminated. The claim that Creditors

will be able to make in the Scheme will be the same amount that they would be entitled to if

we went into liquidation on the date the Scheme becomes effective and the liquidator had

immediately disclaimed the contract or lease.

2. Why am I receiving this Explanatory Statement?

2.1 We believe that you may be a Redress Creditor (because you are a consumer who has a

complaint) or a Non-Redress Creditor (because you are, for example, a landlord or supplier

to whom we owe money).

2.2 On 19 July 2019, we sent you a letter with information about the Scheme and told you that

we intended to ask the High Court for permission to call meetings of our Creditors to

consider, and vote on, the Scheme.

2.3 On 9 August 2019, the High Court ordered meetings of our Creditors who are affected by

the Scheme for the purpose of voting on it. These meetings are called the Creditor Meetings and we are required to send you this Explanatory Statement in advance to

explain the Scheme to you so that you can decide how you would like to vote.

The Creditor Meetings will take place on Tuesday 24 September 2019 from 11am at Notts County Football Ground, Meadow Lane, Nottingham, NG2 3HJ.

You can come to the meeting to vote or can vote online instead. We explain how you can vote in Section 5 of Part A.

2.4 At the Creditor Meetings, Redress Creditors and Non-Redress Creditors will vote

separately on the Scheme (and any votes submitted in advance online will be taken into

account). In order for the Scheme to go ahead:

(a) At least half of Redress Creditors who vote will have to vote in favour of it, and the

total value of their claims must represent at least 75% of the value of the claims of all

Redress Creditors who vote.

(b) At least half of Non-Redress Creditors who vote will have to vote in favour of it, and

the total value of their claims must represent at least 75% of the value of the claims of

all Non-Redress Creditors who vote.

2.5 The value of your claim will determine the ‘weight’ of your vote. If you are a Redress

Creditor, you do not need to work this out. However, if you are a Non-Redress Creditor, you

will need to work out the value of your vote in accordance with the guidance we have

provided you with this Explanatory Statement and return the enclosed Voting Form.

2.6 If both Redress Creditors and Non-Redress Creditors vote in favour of the Scheme, we will

go back to the High Court around the end of September and ask it to approve the Scheme.

The date of that hearing will be published on our website or you can also contact us to find

out when it will take place.

2.7 The Court will only approve the Scheme if it thinks that it is fair and any Creditor can come

and tell the Court if it thinks it is not. The Scheme will come into force a day or two after it is

approved by the Court. This is expected to be around 1 October 2019 and is called the

Effective Date.

2.8 If the Scheme goes ahead, it will apply to all of our Creditors (except Excluded Creditors),

whether or not they voted and, if they did, whether or not they voted for the Scheme.

3. How would the Scheme work?

3.1 If the High Court approves the Scheme at the next hearing, we let all of our Creditors know

and tell them what the Effective Date is. You will then have six months to tell us if you have

a claim. The end of this period is called the Claims Submission Deadline (expected to be

around 1 April 2020) and you will not be able to submit a claim if you do not so on or before

this date. You do not need to submit a claim if you are an Excluded Creditor

3.2 You will not be allowed to start any sort of proceedings, including legal proceedings, in

regard to your claim. The exception is that Redress Creditors may still complain to the

FOS. We have informed the FOS that we are unable to pay any claims outside the Scheme

and it is unlikely that the FOS will be able to progress complaints in these circumstances.

However, as we explain at paragraph 3.4(a), you will be paid in full and not subject to the

Scheme if, before 31 July 2019, you accepted a settlement offer from us or the FOS made

a final decision in your favour.

3.3 Redress Creditors will be able to submit details of their claim through a special website, the

Claims Portal, and Non-Redress Creditors will be asked to submit details of their claim to

us using a Claim Form that we will provide. We will send out further details and

instructions about how to submit your claim if the Scheme is approved.

3.4 If you may be a Redress Creditor because you took out a loan with us after 1 April 2007

and we should not have given you that loan, whether or not you will have to submit a claim

on the Claims Portal will depend on whether you have already submitted a complaint to us

and/or the FOS:

(a) If you accepted a settlement offer that we made to you or the FOS made a final

decision in your favour before 31 July 2019, you will be paid in full and will not be

affected by the Scheme. You do not need to do anything.

(b) You will not need to resubmit details of your claim if you have an Outstanding Redress Claim. You will have an Outstanding Redress Claim if:

(i) you submitted a complaint to us before 19 July 2019 but we have not accepted

or rejected your claim;

(ii) the FOS has issued an opinion but we have not told you that we have accepted

it; or

(iii) we made you a settlement offer but you did not accept this before 31 July 2019.

If the Scheme becomes effective, we will notify you if you have an Outstanding

Redress Claim and that you do not need to resubmit your claim.

(c) You will need to resubmit details of your claim if we or the FOS have previously

rejected your complaint.

3.5 We set out a number of common scenarios in the table below but please contact us if you

have any questions about the process.

I have already submitted a complaint about a loan you made to me and have accepted a settlement offer or obtained a final decision in my favour from the FOS.

You will be paid the amount specified in the settlement

offer or final decision in full. You will not be affected by the

Scheme because you no longer have a claim against us.

Unless you have a different claim, you do not need to take

any action.

I have already submitted a complaint about a loan you made to me and have received a settlement offer or you have told me that you accept an opinion issued by an adjudicator at the FOS.

If you accepted a settlement offer or we accepted an

opinion issued by an adjudicator at the FOS before 31 July

2019, you will be paid the amount specified in the

settlement offer or final decision in full. You will not be

affected by the Scheme because you no longer have a

claim against us. Unless you have a different claim, you do

not need to take any action.

If you did not accept the settlement offer before 31 July

2019, you will not be paid in full but you will not have to

resubmit details of your claim on the Claims Portal.

I did not accept your original settlement offer and instead referred my complaint to the Financial Ombudsman Service – can I still accept that settlement offer?

It is now too late to accept a settlement offer but you will

not have to resubmit details of your claim on the Claims

Portal.

I have already submitted a complaint to you which was rejected and I referred my complaint to the FOS but have not been told that you accept an opinion issued by one of its adjudicators.

If the FOS has not been in touch with you to confirm that

we have accepted its adjudicator’s opinion, then we will not

be making a settlement offer. This is because, to be able to

implement the Scheme and ensure that all our Creditors

are treated fairly, we are not able to make any more

payments until the Scheme is approved by our Creditors

and the High Court in September 2019.

However, you will not have to resubmit details of your

claim on the Claims Portal.

I have already submitted a complaint to you which has been rejected. Can I complain to the FOS?

While you can submit a complaint, it is unlikely that the

FOS will look at the merits of your complaint. This is

because, to be able to implement the Scheme and ensure

that all our Creditors are treated fairly, we are not able to

make any more payments until the Scheme is approved by

our Creditors and the High Court in September 2019.

You do not have to do anything for the moment but you will

be invited to resubmit details of your claim if the Scheme is

approved. Any time limits relating to your claim will be

extended to the Claims Submission Deadline.

I have already submitted a complaint to ICL about a loan it made to me but have not yet received a decision. What should I do?

If you submitted a complaint before 19 July 2019 and the

Scheme is approved by our Creditors and the High Court

in September 2019, you will not have to submit details of

your claim again but we may require more information from

you. We will let you know if that is the case.

You will not need to submit your details of your complaint

again and we will be providing more details about this

process.

I have not yet submitted a complaint to ICL about a loan it made to me but intend to do so. What should I do?

You do not have to do anything for the moment. In order to

be in a position to implement the Scheme and ensure that

our creditors are treated fairly, we will not be able to

process any new claims or make any payments in respect

of those claims until the Scheme becomes effective.

However, we will write to you to acknowledge receipt of the

complaint and explain how you will be able to submit

details of your claim if the Scheme goes ahead.

If the Scheme does go ahead, we will provide more details

but any time limits relating to your claim will be extended to

the Claims Submission Deadline.

What if I have a complaint about pawn-broking?

Any complaint about lost or damaged pawned items will

not be affected by the Scheme and you can redeem or

make a part payment towards your pledge at any time

during the length of your pawn-broking agreement.

If you have any questions, please contact us on 0121 726

1154 between 9am – 5pm from Monday to Friday.

What if I have a complaint about foreign exchange or fraud that does not relate to a loan I took out with you?

If you have a complaint about foreign exchange or fraud

that does not relate to a loan you took out with us, you will

not be a Redress Creditor. You can claim a share of our

remaining assets with other Non-Redress Creditors such

as our suppliers and landlords.

Unless you have already received a Voting Form, you will

need to call us on 0121 726 1154 between 9am – 5pm

from Monday to Friday if you would like to vote on the

Scheme. You must do this in time for us to receive your

Voting Form by 20 September 2019. Otherwise, if the

Scheme is approved, you will be able to contact us to

request a Claim Form so that you can submit details of

your claim.

3.6 We will consider the claims we receive from Redress Creditors through the Claims Portal

and from Non-Redress Creditors on Claim Forms (these submitted claims are called

Scheme Claims) and you may be asked to provide further information. We will then tell

you whether or not we agree that you have a valid claim (although this may not be until

after the Claims Submission Deadline). If we do not agree with your claim, you will be able

to ask an independent person, called the Scheme Adjudicator, to look at your Scheme

Claim and decide whether it should be allowed.

3.7 Once all Scheme Claims have been decided and provision has been made for Scheme

Costs, the remaining money made available by our parent company will be divided among

Redress Creditors who have an accepted Scheme Claim and our remaining assets to Non-

Redress Creditors who have an accepted Scheme Claim. We will inform you of the

percentage of your Scheme Claim which we will be able to pay. We expect to be able to

make payments towards the end of 2020.

3.8 You may receive your payment in more than one part but, once you have received the

percentage of your Scheme Claim which is available to you under the Scheme, you will not

be entitled to any more payments. That payment is likely to be a percentage of your total

claim (currently estimated to be around 80%, but this may be significantly lower).

3.9 We have also appointed a Scheme Supervisor who will ensure that we implement the

Scheme properly.

If the Scheme becomes effective and you have a claim or complaint (which is not Outstanding Redress Claim), you will not be entitled to any payment if you do

not tell us on or before the Claims Submission Deadline (expected to be around 1 April 2020).

We will write to you once the Scheme becomes effective. If you are potentially a Redress Creditor and you have not submitted a claim, we will write to you again

one month and one week before the Claims Submission Deadline.

4. Advantages and possible disadvantages of the Scheme

Advantages Possible disadvantages

• The main benefit of the Scheme is that

our parent company has agreed to make

available a sum of £20 million if the

Scheme is approved.

• This means that all of our Creditors

would receive a higher percentage of

their claim than they would if we entered

liquidation. Depending on the number of

claims received and accepted, we

estimate that Redress Creditors would

receive around 80% of their Scheme

Claim and Non-Redress Creditors would

receive 13.1% of their Scheme Claim

compared to less than 1% for all

Creditors if the Scheme is not approved.

• The Claims Portal would make it easier

for Redress Creditors to submit their

claim and to explain why they think they

are entitled to compensation. This is a

simpler process than how a liquidator

would be likely to process claims in a

liquidation and is made possible by the

money that is made available by our

parent company.

• We have appointed an independent

third-party, called the Scheme Supervisor, who will ensure that we

implement the Scheme properly.

• If we do not agree with a Scheme Claim,

you will be able to ask the independent

third-party Scheme Adjudicator – who

will be separate from the Scheme

Supervisor – to decide on it.

• If you are still paying back a loan to us,

you have to keep doing so. However, if

you are entitled to a payment under the

Scheme, your outstanding balance will be

reduced by the full amount of your claim

(and not just a percentage of it). If your

claim under the Scheme is greater than

what you owe us, you will receive a

percentage of the rest of your claim in

cash like other Redress Creditors.

• Creditors must submit any claim they have

against ICL before the Claims Submission

Deadline. If you don’t do so – even if you

didn’t know you had a claim – you will no

longer be able to make that claim.

• In order to keep Scheme Costs low, so

that more money can be paid to our

customers, we will be using automatic

processes to decide whether or not we

have to pay compensation to our

customers. This may lead to a different

decision than if a human had decided on

the Scheme Claim. However, the

automatic process is generally more likely

to decide that a Scheme Claim is valid.

• We have informed the FOS that we

cannot pay Redress Creditors outside the

Scheme and all Creditors would be unable

to bring legal proceedings against us.

However, under the Scheme, all Creditors

will still be able to ask the Scheme

Adjudicator to decide on their Scheme

Claim if we do not agree. This process will

be quicker and cheaper, but may reach a

• Creditors whose Scheme Claim we

accept would have certainty about the

timing of any payment.

• The Scheme would also minimise the

risk of future insolvency (which would

result in a much lower payment to

everyone) because we would be able to

repay our Creditors in a structured

manner while we continue to collect in

money owed to us.

• We will pay any Redress Creditors who

took out a loan with an ICL Subsidiary.

This will provide a quicker and more

direct route to payment (because the ICL

Subsidiaries have no assets other than

debts we owe them).

different decision from the one that the

FOS or a court would have reached. If the

Scheme does not go ahead and we go

into liquidation, Creditors would not

generally be allowed to bring court

proceedings against us or make

complaints to the FOS.

• If you are a landlord, the amounts we owe

you under a lease will be treated in the

same way as for other Creditors. The

Scheme will terminate or surrender the

lease and you will be free to let your

property to another tenant, but if you do

not do so, you may be liable yourself for

non-domestic rates.

5. What do I need to do now?

5.1 Please consider whether you have a claim against us and whether you might be a Redress

Creditor or a Non-Redress Creditor. You may be a Redress Creditor if you took out a loan

with us or an ICL Subsidiary and we should not have made you that loan because you

could not afford it.

5.2 If you believe you do have a claim, please read this Explanatory Statement carefully and

decide whether you would like the Scheme to be approved (which would provide a much

better outcome for all Creditors). If the Scheme is not approved, we will go into liquidation

which would result in a significantly lower payment to our Creditors.

5.3 If you think you are a Redress Creditor, you will be able to vote for or against the Scheme

online. You must do this before 5pm on 20 September 2019 and you will find instructions

on how to vote in the letter that we have sent you. You may also vote in person at the

Creditor Meeting (see paragraph 5.5) or elect someone else to be your proxy at that

meeting by letting us know on or before 20 September 2019.

5.4 If you think you are a Non-Redress Creditor, you will be able to vote for or against the

Scheme by filling out and returning the Voting Form that we have sent you so that it arrives

on or before 20 September 2019. You may also vote in person at the Creditor Meeting (see

paragraph 5.5) or indicate on the Voting Form that you would like to elect a proxy to

represent you at the Creditor Meeting.

5.5 You (or your proxy) may also vote for or against the Scheme in person at the Creditor

Meetings, which will be held from 11am on Tuesday 24 September 2019 at Notts County

Football Ground, Meadow Lane, Nottingham, NG2 3HJ. We will be providing more

information about the time and location of the Creditor Meetings on our website.

5.6 We will provide you with further information about how to submit details of your claim if the

Scheme is approved by our Creditors and the High Court.

6. How to contact us

6.1 Please address any queries about the Scheme to [email protected]. You may

also contact our customer service team on 020 3901 7440 between 9am and 5.30pm from

Monday to Friday.

6.2 Further information, including frequently asked questions, is available on the Scheme

website at https://www.themoneyshop.com.

PART B – DETAILED EXPLANATION OF THE SCHEME

1. Background to ICL and the ICL Subsidiaries

1.1 A high-level summary of ICL and its business is set out in Section 1 of Part A of this

Explanatory Booklet. In this section, we provide greater detail about ICL and the ICL

Subsidiaries and use the terms we defined in Part A.

1.2 Instant Cash Loans Limited (ICL) was incorporated on 7 February 1992 and provided a

range of consumer finance products and services for which it was authorised by the

Financial Conduct Authority (the FCA). Those products and services included high-cost

short-term lending to consumers, pawn-broking, cheque cashing, a ‘bought and sold gold’

service, and foreign exchange.

1.3 Between 2002 and 2015, ICL acquired a number of similar businesses (the ICL Subsidiaries). ICL acquired the entire issued share capital of the following companies

which are ICL’s direct subsidiaries:

Subsidiary (company number) Date of acquisition Payday Express Ltd (03417017) 30 June 2002

Cash a Cheque Holdings Great Britain Ltd (03449905) 30 June 2002

Rex Changes Limited (03572983) 4 January 2005

Express Finance (Bromley) Ltd (3841946) 21 April 2009

The Old English Pawnbroking Company (3040337) 24 August 2012

Cashier (UK) Limited (6764161) 21 November 2012

Gemgain Ltd (2396685) 2 October 2013

Purpose UK Holdings Limited (6045943) 19 May 2015

1.4 These eight companies hold the entire share capital of a further 13 companies, which are

ICL’s indirect subsidiaries. The indirect subsidiaries are: MEM Holdings Limited (6782981),

Purpose Acquisitions Company Limited (6138327), Rent Assured Limited (SC116514),

MEM Capital Limited (5164798), Inventive Finance Limited (6021856), MEM Consumer

Finance Limited (4786727), Parker Fox Limited (5396605), AE Osborne & Sons Ltd

(03366658), The Pawnbroking Company Limited (03492581), Rex Johnson Online Limited

(03078447), Robert Biggar (Estd. 1930) Limited (3238026), Fast Cash Ltd (3658248) and

Cheque Changers Ltd (04391863).

1.5 On 25 February 2015, ICL purchased the business and assets of five of these companies,

being MEM Consumer Finance Limited, Inventive Finance Limited, Express Finance

(Bromley) Limited, Gemgain Limited and Cashier (UK) Limited. These five companies also

provided high-cost short-term lending to consumers and, as part of the sale agreement, ICL

assumed responsibility for any redress liability to consumers and agreed to indemnify them

if they had to make any payment on this basis. The interim FCA permissions which those

companies had expired on 28 February 2015 and, since then, ICL has been the only entity

regulated by the FCA.

1.6 None of the direct or indirect ICL Subsidiaries is currently trading and, since February 2015,

ICL has been directly receiving, administering and paying redress claims relating to

irresponsible lending made to former customers of these five companies.

1.7 ICL has experienced a significant increase in consumer complaints related to its lending

activities and those of the ICL Subsidiaries in recent years. Since 2016, ICL has been

working closely with the FCA and the Financial Ombudsman Service (the FOS) to address

these complaints.

1.8 Typically, these claims have related to irresponsible lending, resulting from insufficient

affordability and sustainability checks being carried out on customers who took out loans.

The general redress payable in such a case is a refund of the interest which was charged

on the loan as well as further interest on that amount at a rate of 8%.

1.9 As a general rule, claims can only be made during a period of six years after the loan was

made. In some cases, this period is extended if the customer was unaware that they had

cause for complaint.

1.10 ICL introduced a new approach to handling redress complaints in August 2017 to take

account of the outcome of awards made by the FOS in respect of consumer complaints.

1.11 In February 2018, the previous owner of ICL, Dollar Financial UK Limited (Dollar), sold the

company to Aurajoki Holdings UK Limited (the Shareholder). As part of the sale, Dollar

agreed to provide an indemnity to the Shareholder in respect of redress claims made by

customers to whom ICL had extended a loan. That indemnity has allowed ICL to continue

to meet redress claims made by its former customers and those of the ICL Subsidiaries.

1.12 As noted in Part A, ICL undertook a review of its operating model after being sold to the

Shareholder. As a result of that review, ICL ceased making new high-cost short-term loans

on 1 August 2018; identified a number of non-profitable stores which were either closed or

sold to a third-party buyer in March 2019; and closed 67 stores in May 2019. The business

of 65 remaining stores was ultimately sold to the H&T Group in July 2019.

1.13 ICL also owes significant liabilities to various ICL Subsidiaries and other companies in the

Shareholder’s group.

2. What is a scheme of arrangement?

2.1 Under English law, a scheme of arrangement of the kind proposed by ICL is a compromise

or arrangement, under Part 26 of the Companies Act 2006, to take effect between a

company and its creditors (or any class of them), which becomes legally binding on the

company and on all the creditors to whom it applies if:

(a) a majority in number, representing 75% in value of the creditors (or class of

creditors), present and voting in person or by proxy, vote in favour of it at a meeting

convened with the leave of the High Court (the Court); and

(b) the Court subsequently sanctions (approves) the scheme of arrangement, and a copy

of the order of the Court is delivered to the Registrar of Companies for registration.

2.2 The Scheme cannot be sanctioned by the Court unless it is satisfied that the classes of

Creditors have been properly constituted. We explain at paragraph 8 why we think

Creditors should vote in two separate classes. The Court has already considered this

question and, on 9 August 2019, the Court ordered that two Creditor Meetings be

convened. If any Creditor now wished to dispute that this is the correct class constitution, it

would need to satisfy the Court at the sanction hearing that it had a good reason for not

raising the issue at the hearing on 9 August 2019.

2.3 If the requisite majorities of Creditors within each class vote in favour of the Scheme, ICL

will ask the Court to ‘sanction’, or approve, the Scheme around the end of September.

When deciding whether to do so, the Court will consider whether the Scheme is fair to all of

ICL’s creditors. The date of that hearing will be published on ICL’s website or you can also

contact ICL to find out when it will take place.

2.4 Once the Scheme becomes effective, it will bind ICL and all ICL’s Creditors, irrespective of

whether or not they voted in favour of the Scheme or at all.

2.5 ICL will also appoint a Scheme Supervisor who will ensure that the Scheme is properly

implemented. The role of Scheme Supervisor will be performed by Edward Boyle and Ben

Leith who will monitor ICL’s compliance with the terms of the Scheme and prepare a

quarterly progress report for creditors which will be available on ICL’s website. Mr Boyle

and Mr Leith are, respectively, a partner and director of KPMG LLP and have extensive

experience of acting as scheme supervisors and of acting on the insolvency of financial

services businesses.

2.6 KPMG LLP has provided a range of services to ICL in recent years including a s. 166

skilled person review in the period to January 2018, an outsourced complaint handling

service from November 2018 to July 2019, technology services from July 2019 onwards to

develop an automated claims adjudication tool, restructuring advice from July 2019

onwards, and tax advice.

2.7 KPMG will be an Excluded Creditor under the Scheme given the support that KPMG are to

provide in the finalisation of the Scheme and to its implementation. Given ICL's limited

cashflow, ICL’s parent company has also provided a parent company guarantee for certain

amounts due to KPMG to ensure that these amounts will be paid.

3. Financial position of ICL and the ICL Subsidiaries

3.1 KPMG LLP has prepared two reports for ICL and the ICL Subsidiaries considering the

outcomes for Redress Creditors and Non-Redress Creditors in a liquidation and under the

Scheme. You may view these reports on ICL’s website at

https://www.themoneyshop.com/Documents.

3.2 In the financial year ending 30 June 2018, ICL made a loss before tax of £89.3 million and

it ended that financial year with net liabilities of £16.6 million. ICL closed its online

unsecured loan business in 2018, sold part of its pawn-broking business in 2019, and has

now ceased making any new loans. ICL is currently seeking to realise its remaining assets

for the benefit of its creditors.

3.3 Should the proposed Scheme not be approved by the creditors at the Creditor Meetings,

the directors anticipate that ICL would shortly thereafter seek the appointment of a

liquidator. In this scenario, we anticipate that the liquidator would seek to realise ICL’s

remaining assets and then distribute the proceeds, after deduction of costs, to creditors of

ICL whose claims have been accepted by the liquidator.

3.4 As at 30 September 2019, the remaining assets of the Company (in liquidation) are

forecast to consist of:

(a) outstanding loans relating to the online unsecured loan business worth £0.8 million -

£1.7 million to be collected over 18 months;

(b) stock relating to the closed down pawn-broking business which includes both

company-owned and customer-pledged goods with £0.3 million - £0.4 million of

realisable value; and

(c) cash amounting to £0.8 million - £1.3 million.

3.5 The total estimated realisable value of these assets, before costs, is £1.9 million - £3.4

million.

3.6 ICL has estimated its creditor claims to total £123.3m million, primarily consisting of:

(a) Claims by Redress Creditors: ICL and the ICL Subsidiaries have over 2.6 million

former customers and the number of these that would submit a claim in a liquidation,

and the number and value of such claims that would be accepted by a liquidator, is

uncertain;

(b) FOS fees relating to customer redress complaints which have been referred to the

FOS;

(c) Landlord and other property-related claims (such as business rates) which relate to

the closed stores whose leases would be disclaimed in the liquidation;

(d) Trade and other creditors, including IT and facility management; and

(e) Inter-company creditors.

3.7 Due in particular to the large number of low-value customer redress claims, a liquidation

process is likely to incur significant operational costs (for example, for employees,

suppliers, rent and professional services) which are estimated to come to between £1.6

and £2.6 million. A liquidator may not develop a claims management portal given the

limited funds available to deal with creditor claims in a liquidation. Instead, it is more likely

that a liquidator would seek an order of the Court not to have to write to all former

customers as the cost of doing so would use up a disproportionate amount of the available

cash in the estate. This would make it more difficult for Redress Creditors to submit a claim

in ICL’s liquidation.

3.8 Overall, a liquidation is estimated to result in a pay-out to unsecured creditors, including

customers with redress claims, of 0.2 – 0.6 pence in the pound on their claims. The key

variables which could impact this estimated return are the realisable value of the loan book

and owned pawn-broking stock, and the number of customers who submit redress claims

that are accepted by the liquidator to rank for dividend.

3.9 ICL has 21 subsidiaries, a number of whose assets were purchased and transferred to ICL

and for which ICL assumed liability for any customer redress claims made against them.

The ICL Subsidiaries are non-trading entities with no external assets and therefore are not

expected to return any value to ICL. As a result, under the Scheme, ICL would allow for

customers of the ICL Subsidiaries to submit their claims directly and would seek for any

inter-company amounts between ICL and the ICL Subsidiaries to be released.

4. Legal position of the ICL Subsidiaries

4.1 The legal position of the ICL Subsidiaries is important for the Scheme for two reasons:

(a) First, ICL owes a significant amount of money to the ICL Subsidiaries. This would

normally be Non-Redress Creditors in the Scheme and any claim they submitted

would mean that Non-Redress Creditors would only receive a very small payment.

(b) Secondly, a number of ICL Subsidiaries also extended loans to customers and may

be liable for redress payments. When ICL acquired the business and assets of those

subsidiaries in February 2015, it agreed to assume liability for those (and other)

claims and indemnify the relevant subsidiary company in respect of them. However,

because it is not possible to formally assign liabilities, each subsidiary is still legally

liable to its creditors (including its former customers) even though, in practice, ICL

has been meeting these liabilities.

(A) Intra-company debt owed by ICL to ICL Subsidiaries

4.2 ICL owes around £85.9 million to various ICL Subsidiaries. ICL has entered into an

agreement with the ICL Subsidiaries under which it will be released from this debt if the

Scheme becomes effective.

4.3 As the ICL Subsidiaries would therefore not have a claim under the Scheme, they will not

be bound by it.

(B) Redress Liabilities owed by ICL Subsidiaries

4.4 Any redress liability owed by MEM Consumer Finance Limited, Inventive Finance Limited,

Express Finance (Bromley) Limited, Gemgain Limited and Cashier (UK) Limited has been

paid by ICL. If these companies were to meet redress liabilities themselves, they would be

entitled to recoup the cost of doing so from ICL.

4.5 In order to ensure the best possible distribution to all of ICL Subsidiaries’ creditors;

(a) ICL has legally assumed liability towards the former customers of each ICL

Subsidiary in an amount equal to the redress liabilities owed to them by the relevant

ICL Subsidiary. While this is conditional on the Scheme becoming effective,

customers of ICL Subsidiaries will be entitled to vote on the Scheme;

(b) The relevant ICL Subsidiary will release ICL from the indemnity that it has given it in

respect of these liabilities, again conditional on the Scheme becoming effective; and

(c) Under the terms of the Scheme, the creditors of the ICL Subsidiaries will release

those subsidiaries from any claims they have against them.

5. The Redress Fund

5.1 A key feature of the Scheme is that, if it is approved, the Shareholder has undertaken to

make available approximately £20 million3 to meet the Scheme Costs (except the

incremental Scheme Costs attributable to administration and payment of liabilities owed to

Non-Redress Creditors) and any redress payments owed to Redress Creditors. This

funding is possible as a result of the indemnity that the previous owner of ICL provided to

the Shareholder when it purchased ICL (see paragraph 1.11 of Part B).

3 In total, our parent company will make US$25.5 million available for the Scheme. Approximately

£665,000 of this amount has already been spent to pay Scheme Costs relating to the preparation of the

Scheme and to pay Redress Creditors final awards which were accepted on or before 31 July 2019 as

well as final decisions made by the FOS on or before this date.

5.2 If the Scheme becomes effective, the Shareholder will make payments into an escrow

account held in the name of an escrow agent to be appointed. The Shareholder has not yet

paid us the £20 million but it must do so if the Scheme goes ahead. It will pay an agreed

amount every month until ICL has the full £20 million which we expect to be in October

2020. If for whatever reason the full amount is not received, less money will be available for

Redress Creditors.

5.3 The Scheme Supervisor will direct the escrow agent to make payments from the escrow

account into a bank account established by ICL for the purposes of the Scheme when the

Company is required to pay Scheme Costs (the Redress Fund).

5.4 If ICL enters an insolvency procedure after the Effective Date, any monies which have

already been paid into the escrow account or the Redress Fund will be available for

Redress Creditors in ICL's insolvency.

6. Excluded Creditors

6.1 The Excluded Creditors are a small number of ICL's creditors will not be subject to the

Scheme. ICL is required to continue paying the Excluded Creditors to enable ICL to carry

out the terms of the Scheme.

6.2 The Excluded Creditors include a small number of ICL’s employees, the landlord of ICL’s

head office premises, necessary IT suppliers for management of the Claims Portal, and

ICL’s professional advisers who are assisting it with implementation of the Scheme. They

are listed in Schedule 1 to the Scheme.

6.3 ICL has also decided to exclude any claims relating to loss and damage to pawned items.

This is because ICL may have lost or damaged some of the items that customers pledged

to it when it closed its remaining stores.

7. Estimated returns in the Scheme

7.1 As noted above, KPMG LLP has prepared two reports for ICL and the ICL Subsidiaries

considering the outcomes for Redress Creditors and Non-Redress Creditors in a liquidation

and under the Scheme. You may view these reports on ICL’s website at

https://www.themoneyshop.com/Documents.

(A) Redress Creditors

7.2 In the proposed Scheme, Redress Creditors would share the remaining proportion of the

Redress Fund after provision has been made for the Scheme Costs (except the


Non-Redress Creditors). The Shareholder will only make funds available for the Redress

Fund if the Scheme is approved by ICL’s creditors and becomes effective. The Shareholder

has no legal obligation to make any sum available in a liquidation scenario.

7.3 Based on the Company’s historical claim data, the value of redress claims has been

estimated at £17.1 million. However, there is uncertainty as to the number of customer

complaints which would be received in the Scheme and as to the proportion of such claims

that would be upheld.

7.4 A significant amount of work has been and will be required in the Scheme for the

administration of Redress Creditors’ claims through the development and operation of the

Claims Portal and a workflow management tool, for the process of adjudicating and valuing

creditor claims, and for legal and professional costs which ICL incurs. As a result, Scheme

Costs are expected to be £6.3 million. The marginal Scheme Costs which relate to

administration and payment of claims submitted by Non-Redress Creditors will be met by

ICL rather than funds received from the Shareholder.

7.5 The estimated outcome for Redress Creditors is 79.7 pence in the pound on their claims.

However, the final outcome may be higher or lower than this, with the key variables being

the number of claims submitted, the percentage of those claims which are accepted, and

the value of those claims. For example, if the customer response rate and the percentage

of claims upheld are much higher than expected, Redress Creditors would get a

significantly reduced pay-out rate on their claims.

7.6 As a result of Redress Fund being made available to Redress Creditors, the estimated

outcome for Redress Creditors is much greater than in a liquidation scenario discussed

above.

7.7 Finally, if the volume of claims upheld in the Scheme and the amount of the Redress Fund

available for distribution result in Redress Creditors obtaining a lower percentage of their

claim than Non-Redress Creditors, the Scheme would require ICL to make some of its

assets available to Redress Creditors to ensure that the dividend rate for Redress Creditors

is at least equal to the dividend rate for Non-Redress Creditors.

(B) Non-Redress Creditors

7.8 Non-Redress Creditors are all Creditors of the Company other than Redress Creditors and

Excluded Creditors. The value of the claims by Non-Redress Creditors is estimated to be

£23.1 million,4 primarily consisting of:

(a) FOS fees relating to customer redress complaints which have been referred to the

FOS;

(b) Landlord and other property-related claims (such as business rates) which relate to

the closed stores whose leases would be disclaimed in the liquidation;

(c) Trade and other creditors, including IT and facility management; and

(d) Inter-company creditors.

7.9 The Non-Redress Creditors receive the benefit of the realisable value of ICL’s assets,

which is estimated to be £3.4 million, before costs. These realisable assets consist of

outstanding loans relating to the online unsecured loan business and stock relating to the

closed down pawn-broking business which includes both company-owned and customer-

pledged goods.

7.10 No cash at bank is available as ICL’s cash balance has been funded by sums advanced by

the Shareholder made prior to the Effective Date and consequently the estimated cash

balance of up to £1.3 million at 30 September 2019 would form part of the Redress Fund

available to Redress Creditors.

4 As noted above at paragraph 3.6, if the Scheme does not go ahead, the value of all claims, including

those of Redress Creditors, in a liquidation would be £123.3 million. As a result of various releases that

will be entered into by ICL, the ICL Subsidiaries and Redress Creditors upon the Scheme becoming

effective, ICL Subsidiaries will not be Non-Redress Creditors in the Scheme.

7.11 Only incremental Scheme Costs which are specific to the Non-Redress Creditors shall be

charged against the realisable value of ICL’s assets. These Scheme Costs are estimated to

be only £0.4 million.

7.12 Overall, the estimated outcome for Non-Redress Creditors is 13.1 pence in the pound on

their claims. The key risks to this estimated outcome are the value achieved from the

remaining unsecured loan book and the level of costs incurred in realising the assets and

distributing the funds to Non-Redress Creditors.

7.13 As a result of the proposed Scheme providing separately for Redress Creditors to benefit

from the Redress Fund rather than from ICL’s assets, and the Scheme Costs being

principally borne by the Redress Creditors, the estimated outcome for Non-Redress

Creditors under the Scheme is estimated to be much greater than the estimated return to

Non-Redress Creditors in a liquidation scenario. However, as discussed above at

paragraph 7.7, the value of assets available to Non-Redress Creditors may be reduced to

ensure that Redress Creditors receive at least an equal percentage of their claim.

8. Arrangements for voting on the Scheme

8.1 The High Court agreed on 9 August 2019 that Creditors should be split into two groups (or

‘classes’) for the purpose of considering, and voting on, the Scheme. All Creditors within a

class must have sufficiently similar rights against ICL.

8.2 The first class will be made up of the Redress Creditors. The rights of Redress Creditors

are identical and the Scheme will affect them in the same way: they will make a claim

(details of how to do this are set out in Sections 9 and 10 of Part B), ICL will review the

claim and, if ICL agrees with their claim, it will make a payment to them. Redress Creditors

who received a loan from ICL will not be treated differently to Redress Creditors who

received a loan from one of the ICL Subsidiaries. All Redress Creditors will be paid out of

the Redress Fund and all Redress Creditors will therefore receive the same percentage of

their claim.

8.3 The second class will be made up of the Non-Redress Creditors. Non-Redress Creditors

will not receive any money from the Redress Fund. However, their claim will be equivalent

to the amount that they would be entitled to receive if ICL entered liquidation on the

Effective Day and they will receive the same percentage of their claim from ICL’s remaining

assets.

8.4 Because of the two classes, and as explained in Section 2 of Part B above, two Creditor

Meetings, one for Redress Creditors and one for Non-Redress Creditors, will take place on

Tuesday 24 September 2019 at 11am in Nottingham. Further details regarding the location

of the meeting will be provided on ICL’s website.

8.5 Every Redress Creditor and Non-Redress Creditor is entitled to cast one vote at the

relevant Creditor Meeting. The Scheme will not go ahead unless, at each Creditor Meeting:

(a) a majority (i.e. more than 50%) of the Creditors who vote at that Creditor Meeting

vote in favour of the Scheme; and

(b) those Creditors who vote in favour of the Scheme hold 75% or more of the value of

votes held by every Creditor that voted at that Creditor Meeting.

(A) Voting for Redress Creditors

8.6 If you are a Redress Creditor, you do not need to work out the value of your vote. ICL will

do this for you using information about loans it made to you which it has on its systems.

The value of your vote is an estimate of any claim you might have against ICL and does

not affect the amount you may end up receiving under the Scheme.

8.7 The value of your vote will be a percentage of the total amount of interest that you paid on

loans which you took out with us. That percentage will depend on when you took out a loan

and how many loans you took out:

Year loan taken out Number of loans Voting percentage

Before 2013

Fewer than 5 loans 4%

Between 5 and 8 loans 8%

9 or more loans 34%

Between 2013 and

2015



9 or more loans 22%

After 2015



9 or more loans 6%

8.8 You, or someone acting on your behalf, can submit your vote online by following the

instructions on the letter sent to you along with this Explanatory Statement. For your vote to

be counted, this must be done by 5pm on 20 September 2019. You may also vote in

person at the Creditor Meeting (see paragraph 8.11) or elect someone else to be your

proxy at that meeting by letting us know on or before 20 September 2019.

(B) Voting for Non-Redress Creditors

8.9 If you are a Non-Redress Creditor, you will need to work out the value of your vote. You

should provide details of the amount that was owed to you by ICL on 1 September 2019

using the guidance provided with the Voting Form enclosed with this Explanatory

Statement.

8.10 You, or someone acting on your behalf, can submit your vote by filling out and returning the

Voting Form that we have sent you so that it arrives on or before 20 September 2019.

Voting Forms that are received after this date will not be counted. You may also vote in

person at the Creditor Meeting (see paragraph 8.11) or indicate on the Voting Form that

you would like to elect a proxy to represent you at the Creditor Meeting.

8.11 Both Redress and Non-Redress Creditors (or any proxy they have elected) can attend the

Creditor Meetings in person. The Creditor Meetings will be held from 11am on Tuesday 24

September 2019 at Notts County Football Ground, Meadow Lane, Nottingham, NG2 3HJ. If

you would like someone else to attend the relevant Creditor Meeting on your behalf, you

must indicate this on the Claims Portal (if you are a Redress Creditor) or fill in the relevant

parts of the Voting Form and provide it to that person (if you are a Non-Redress Creditor).

9. Making a Claim

9.1 If Creditors vote in favour of the Scheme and it is approved by the Court, you will be able

tell ICL that you think you have a claim.

9.2 Within ten business days of the Effective Date, ICL will notify every person it believes may

be a Creditor by post or email that the Scheme is effective and inform them of the Claims

Submission Deadline. ICL shall also post a notice on its website and through media

channels inviting Non-Redress Creditors to request a Claim Form and Redress Creditors to

access the Claims Portal. One month and again one week before the Claims Submission

Deadline, ICL will send a reminder to Redress Creditors who have not submitted a claim

that they should do so.

9.3 ICL shall send a blank Claim Form to any person it believes may be a Non-Redress

Creditor and to any Non-Redress Creditor that has requested a Claim Form. ICL shall also

invite any person it believes may be a Redress Creditor to provide information about their

claim using the Claims Portal and provide appropriate access instructions.

9.4 To make a claim under the Scheme:

(a) if you are a Redress Creditor, you, or someone acting on your behalf, must submit

details of your claim, and provide any requested supporting documentation, using the

Claims Portal by following the instructions provided; or

(b) if you are a Non-Redress Creditor, you, or someone acting on your behalf, must

complete the Claim Form provided to you by ICL by following the instructions on the

Claim Form and submitting any supporting documentation.

9.5 You must make your claim to ICL on or before the Claims Submission Deadline and do so

as instructed at paragraph 9.4. Any claims made after the Claims Submission Deadline or

in a different way to that described at paragraph 9.4 shall not be considered.

9.6 ICL shall examine the Scheme Claims it receives and may request that you provide further

information or evidence that may help it agree your claim. You must provide the information

or evidence requested within four weeks of receiving the request.

9.7 ICL will let you know if it agrees or disagrees with all or part of your claim through the

Claims Portal (if you are a Redress Creditor) or by email (if you are a Non-Redress

Creditor) after the Claims Submission Deadline.

9.8 If ICL agrees with all of your claim, you will be paid in accordance with the procedure

described in Section 11 of Part B.

9.9 If you are a Redress Creditor and ICL does not think you have a valid claim, or you do not

agree with the value of your claim communicated to you by ICL, you can indicate on the

Claims Portal that you do not agree with ICL’s decision within 30 days. ICL may then try to

reach an agreement with you in respect of your claim within 14 days. If you reach an

agreement with ICL, you shall be paid in accordance with the procedure described in

Section 11 of Part B. If you cannot reach an agreement with ICL in respect of your claim

within those 14 days, your claim will automatically be referred to the Scheme Adjudicator

who will look at your claim and to decide whether it should be allowed.

9.10 If you are a Non-Redress Creditor and ICL disagrees with all or part of your Scheme Claim,

you will be able to ask the Scheme Adjudicator to look at your claim and to decide whether

it should be allowed with 30 days of being notified of ICL’s decision.

10. Referring a Scheme Claim to the Scheme Adjudicator

10.1 Within six weeks of your claim being referred to the Scheme Adjudicator, the Scheme

Adjudicator shall consider all of the information and documents you provided to ICL. They

will try to reach a decision in this time.

10.2 However, the Scheme Adjudicator may request further information or documents from you

or ICL, or may request that you or representatives of ICL answer their questions (and you

may be required to do this in person, by telephone or by email). If you or ICL do not

respond to a request by the Scheme Adjudicator to provide further information or attend a

meeting within two weeks of their request, the Scheme Adjudicator shall decide whether

your claim should be allowed using the information that they have.

10.3 The Scheme Adjudicator shall try tell you and ICL whether it has decided to allow your

claim within a further six weeks of further information being provided. If the Scheme

Adjudicator decides that ICL should make a payment to you in respect of all or part of your

claim, that payment shall be made in accordance with the procedure described in Section

11 below.

10.4 Any decision made by the Scheme Adjudicator about your claim is final. Neither you or ICL

will be able to dispute or appeal the decision of the Scheme Adjudicator.

10.5 If you are a Non-Redress Creditor and the Scheme Adjudicator decides that your claim

should not be allowed, you may have to pay the Scheme Adjudicator for the time it spent

considering your claim and any expenses it incurred while doing so.

11. Payment of Scheme Claims

11.1 If your claim is allowed in whole or in part, you will be entitled to a payment from ICL.

(A) Payment to Redress Creditors

11.2 If the remaining amount of the Redress Fund, after deduction of a reasonable estimate of

the Scheme Costs (except the incremental Scheme Costs attributable to administration and

payment of liabilities owed to Non-Redress Creditors), is sufficient to meet all accepted

Scheme Claims submitted by Redress Creditors, you will receive the full amount of your

claim.

11.3 If the remaining amount of the Redress Fund, after deduction of a reasonable estimate of

the Scheme Costs (except the incremental Scheme Costs attributable to administration and

payment of liabilities owed to Non-Redress Creditors), is insufficient to meet all accepted

Scheme Claims submitted by Redress Creditors, you will receive a percentage of your

claim. How much you receive will be calculated in accordance with the following formula:

(a) First, the value of your claim will be divided by the total value of all accepted Scheme

Claims submitted by Redress Creditors; and

(b) Secondly, the value obtained in (a) will be multiplied by the amount of funds available

for all accepted Scheme Claims submitted by Redress Creditors.

(B) Payment to Non-Redress Creditors

11.4 If the remaining amount of ICL’s assets, after deduction of a reasonable estimate of the


Non-Redress Creditors, is sufficient to meet all accepted Scheme Claims submitted by

Non-Redress Creditors, you will receive the full amount of your claim.

11.5 the remaining amount of ICL’s assets, after deduction of a reasonable estimate of the


Non-Redress Creditors, is insufficient to meet all accepted Scheme Claims submitted by

Non-Redress Creditors, you will receive a percentage of your claim. How much you receive

will be calculated in accordance with the following formula:

(a) First, the value of your claim will be divided by the total value of all accepted Scheme

Claims submitted by Redress Creditors; and

(b) Secondly, the value obtained in (a) will be multiplied by the amount of funds available

for all accepted Scheme Claims submitted by Redress Creditors.

(C) Equalisation

11.6 If the level of funds available for payment of Redress Creditors and Non-Redress Creditors

means that Non-Redress Creditors receive a higher percentage of their accepted Scheme

Claim than Redress Creditors, some of ICL’s assets will be made available to Redress

Creditors so that the percentage of their Scheme Claim that they receive is equal to the

percentage received by Non-Redress Creditors.

(D) Payment

11.7 ICL shall pay you in one or more payments by electronic transfer to your bank account. If

the electronic transfer of money to the bank account is unsuccessful, ICL will make

reasonable efforts to let you know that this has happened and will try to make the payment

again within 14 days and, if this is unsuccessful, a further 14 days after that. If these

second and third attempts to transfer money to the bank account are unsuccessful and this

is not ICL’s fault, ICL will no longer be required to make the payment to you.

12. Terms of the Scheme

12.1 The main terms of the Scheme are summarised above. In this section, we draw your

attention to some other terms of the Scheme which may affect you.

Proceedings relating to liabilities owed to Redress and Non-Redress Creditors

If the Scheme is approved, you will not be able to bring

any kind of proceedings against ICL in relation to a

claim you might have against it.

You will also be unable to bring a claim against an ICL

Subsidiary because you will have released all claims

against the ICL Subsidiaries on the Effective Date.

Effect of Scheme on leases and other contracts

If the Scheme is approved, all contracts (including

leases5) will automatically terminate. Under the

Scheme, you will be entitled to the same amount that

you would have been entitled to if a liquidator had

terminated the contract or lease on the Effective Date.

5 Please see paragraphs 12.2 - 12.4.

Interest If ICL has surplus assets after all accepted Scheme

Claims submitted by Non-Redress Creditors have been

paid in full, ICL shall pay interest on those claims.

ICL considers the possibility of this happening to be

remote.

Set-off ICL will set off any amount you owe to it in order to

determine the amount of your Scheme Claim.

If you are Redress Creditor who owes ICL money

because you are still paying off a loan it has provided to

you, the amount you owe ICL will be reduced by any

amount that you are entitled to under the Scheme. If

the amount you are entitled to under the Scheme

exceeds the amount of your outstanding balance, you

will receive a percentage of the rest of your claim in

cash like other Redress Creditors.

Representatives You will be entitled to appoint a representative to

submit a claim on your behalf through the Claims Portal

or by filling in a Claims Form.

Time limits ICL will be able to vary any of the time limits set out in

the Scheme, in particular those relating to

administration and payment of claims. This does not

include the Claims Submission Deadline.

Completion of the Scheme The Scheme will come to an end if the Scheme

Supervisor determines that it has been properly

implemented in accordance with its terms; all Scheme

Claims have been determined; the Scheme Costs have

been paid; and all accepted Scheme Claims have been

paid.

Once these things have happened, ICL will publish a

notice on its website.

Termination of the Scheme If insolvency proceedings are opened in relation to ICL,

any liquidator, administrator or provisional liquidator

may decide to terminate the Scheme. Any part of the

monies received from the Shareholder which has

already been paid into the Redress Fund will be

available for Redress Creditors in ICL's insolvency.

Notice Clause 8.2 of the Scheme sets out how any notices are

to be given. However, in relation to the submission of

claims, administration and payment of claims, separate

provision is made elsewhere in the Scheme.

Governing law and jurisdiction

The Scheme is governed by English law and the

English Court will have jurisdiction to resolve any

dispute arising in relation to the Scheme. However, this

does not extend to disputes about Scheme Claims

which will be decided by the Scheme Adjudicator.

12.2 There is a legal argument that the Scheme cannot validly operate to terminate or surrender

leases, because this would be to compromise the proprietary rights of landlords. We do not

consider this to be correct, but it will be considered by the High Court at the next hearing. If

the High Court considers the Scheme cannot do that then the Company will propose (and

consent on the behalf of Creditors under clause 8.1 of the Scheme) that the following are

deleted from the Scheme:

(a) The words “, each of the Leases shall terminate and/or” in clause 2.4.1;

(b) All of clauses 2.4.1(b), 2.4.2 and 2.4.3; and

(c) The words “Upon termination of a Lease in accordance with Clause 2.4.1” in clause

2.4.4.

12.3 The effect would be that the leases would continue in force, unless and until termination or

surrender is agreed between the landlord and ICL, but that the rent and other sums

payable under or in relation to the lease (including any liability for non-domestic rates)

would be reduced to nil, except for sums payable under the terms of the Scheme. This may

have also the effect that the landlord becomes liable for non-domestic rates in relation to

the premises.

12.4 If you are a rating authority, then the effect of the Scheme modified in that way could be

that no-one is liable for non-domestic rates in future periods until the lease comes to an

end.

13. Financial Ombudsman Service

13.1 You will still be able to make a complaint to the FOS if you are unhappy with the outcome

under the Scheme. However, ICL has appointed the Scheme Supervisor to ensure that the

Scheme is implemented correctly.

13.2 ICL has informed the FOS that it will be unable to meet any liabilities owing to Redress

Creditors outside the Scheme. While you will still be able to make a complaint to the FOS

about a redress liability, it is unlikely that it will consider the merits of your claim.

14. Interests of directors

14.1 The directors of ICL and their relevant interests are:

Director Interests

Alpesh Patel

(until 30 September 2019)

Mr Patel is a director of ICL and also the sole director of all

of the ICL Subsidiaries. Mr Patel receives a remuneration of

£190,000 per annum and will receive a performance-related

bonus of £40,000 in 2019.

Sheraz Afzal

(from 30 September 2019)

It is envisaged that Mr Afzal will replace Mr Patel as a

director of ICL and as sole director of the ICL Subsidiaries

upon his resignation on 30 September 2019.

Mr Afzal is a director of T.M. Sutton Limited, another

company in the Shareholder group. He is employed by T.M.

Sutton Limited with a remuneration package of £154,800

per annum (salary) and a £20,000 retention bonus to be

paid in August 2019. Upon completion of the Scheme, Mr

Afzal will entitled to a bonus of £60,000.

Jonathan Ashley Mr Ashley is a director of ICL but does not receive any

remuneration from the company. He is also a director of

Aurajoki Holdings UK Limited, ICL’s parent company, and of

T.M. Sutton Limited and Aurajoki Europe Limited, two

companies in the Shareholder group. He is also a director of

PEAC (UK) Limited.

Justin Staadecker Mr Staadecker is a director of ICL but does not receive any

remuneration from the company. He is also a director of

Aurajoki Holdings UK Limited, ICL’s parent company, and of

T.M. Sutton Limited and Aurajoki Europe Limited, two

companies in the Shareholder group. He is also a director of

PEAC (UK) Limited.

Schedule 1 The Scheme

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)

– 2 –

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

– 3 –

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

– 4 –

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

– 5 –

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

– 6 –

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

– 7 –

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

– 8 –

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.

– 9 –

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:

– 10 –

(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.

– 11 –

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.

– 12 –

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;

– 13 –

(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

– 32 –

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.

– 33 –

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.

– 34 –

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.

– 35 –

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;

– 36 –

(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.

– 37 –

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.

– 38 –

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.

– 39 –

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.

– 40 –

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

Online_10413090 Online_10417039 Online_10440748 Online_10451549 Online_10457772 Online_10467661 Online_10471598 Online_10473560 Online_10482953 Online_10490214 Online_10496958 Online_10501512 Online_10510448 Online_1051439 Online_10518772 Online_1052274 Online_10526761 Online_10534715 Online_10536605 Online_10537465 Online_10558440 Online_10564202 Online_10568827 Online_10568983 Online_10571095 Online_10573045 Online_10577553 Online_1057880 Online_10581811 Online_10594029 Online_10602246 Online_10610649 Online_10610814 Online_1061837 Online_1062224 Online_10630382 Online_10636276 Online_1063719 Online_1067243 Online_10673203 Online_1067411 Online_10699471 Online_10703772 Online_10707226 Online_10709902 Online_10716289 Online_10727498 Online_10730732 Online_10734320 Online_1073643 Online_10738 Online_10743872 Online_10751928 Online_10760113 Online_10764641 Online_10765285 Online_10766459 Online_10782310 Online_10789389 Online_10789804 Online_10798387 Online_10800053 Online_10804312 Online_1080613 Online_1080886 Online_10817359 Online_10824636 Online_10827884 Online_10832488 Online_10836533 Online_10842156 Online_10846282 Online_10851916





– 41 –

Online_12233784 Online_12234705 Online_12234850 Online_12239073 Online_12240171 Online_12248333 Online_12248590 Online_12250335 Online_1225083 Online_122514 Online_12251993 Online_12252894 Online_12265948 Online_12275061 Online_12279628 Online_12279943 Online_1228196 Online_12285223 Online_12286159 Online_12289535 Online_12290245 Online_12290762 Online_12296821 Online_123049 Online_12318260 Online_12321906 Online_12322572 Online_12327622 Online_1233192 Online_12335659 Online_1234064 Online_12342499 Online_12346454 Online_12348430 Online_1235108 Online_12352389 Online_1235761 Online_12360986 Online_12371170 Online_1237597 Online_12376886 Online_12378802 Online_12383316 Online_123887 Online_1239338 Online_124003 Online_1240912 Online_12410395 Online_1241421 Online_1241528 Online_12417309 Online_12424240 Online_12428354 Online_12442355 Online_12442891 Online_1244547 Online_12447753 Online_12451012 Online_1247489 Online_1247559 Online_12484876 Online_12489579 Online_12490631 Online_12501808 Online_12504149 Online_12505281 Online_125084 Online_12509183 Online_12509194 Online_1252146 Online_12526781 Online_12534651 Online_12535623 Online_1253582 Online_12536100 Online_12538664 Online_12543348








– 42 –









– 43 –









– 44 –









– 45 –









– 46 –









– 47 –









– 48 –









– 49 –



Online_96956 Online_9720851 Online_976050 Online_976494 Online_97650 Online_9768803 Online_977373 Online_977588 Online_9781257 Online_9787182 Online_9794421 Online_97997 Online_979991 Online_9808 Online_98168 Online_9824210 Online_9831702 Online_9836475 Online_98378 Online_9839243 Online_9839453 Online_9861192 Online_986351 Online_98694 Online_9872937 Online_9874055 Online_987908 Online_9899879 Online_990403 Online_99157 Online_991880 Online_9924769 Online_992731 Online_992788 Online_992804 Online_99329 Online_993695 Online_9939364 Online_9943174 Online_9944098 Online_9962500 Online_9969343 Online_9974853 Online_997583 Online_9975898 Online_997904 Retail_1003638 Retail_1004551 Retail_1006738 Retail_1019444 Retail_1025606 Retail_1029470 Retail_1030168 Retail_1030805 Retail_1032196 Retail_1032666 Retail_1033474 Retail_1042817 Retail_1051924 Retail_1052606 Retail_105365 Retail_1057411 Retail_1059541 Retail_1063505 Retail_1067955 Retail_1068011 Retail_1071126 Retail_1071360 Retail_1071395 Retail_1071421 Retail_1078999 Retail_1080606 Retail_1083900 Retail_1084375 Retail_1088848 Retail_1091566 Retail_1093679

Retail_1098793 Retail_1109990 Retail_1130411 Retail_1130797 Retail_1133301 Retail_1135546 Retail_1140910 Retail_1141256 Retail_1144221 Retail_1154786 Retail_1163887 Retail_1167957 Retail_116996 Retail_1170347 Retail_1177080 Retail_1178845 Retail_1179328 Retail_1181293 Retail_1181640 Retail_1183913 Retail_1185610 Retail_1186093 Retail_1190921 Retail_1192567 Retail_1196400 Retail_1214136 Retail_1215910 Retail_1224731 Retail_1225083 Retail_1228627 Retail_1229529 Retail_1242054 Retail_1245976 Retail_124645 Retail_1246896 Retail_1253641 Retail_1254039 Retail_1260132 Retail_1270650 Retail_1270968 Retail_1273253 Retail_1274495 Retail_1274810 Retail_1275423 Retail_1279271 Retail_1293993 Retail_129639 Retail_1298761 Retail_1299447 Retail_1303509 Retail_1306697 Retail_1311677 Retail_1313215 Retail_1314847 Retail_1321712 Retail_1328999 Retail_1339406 Retail_1348861 Retail_1356566 Retail_1357585 Retail_1358441 Retail_1363454 Retail_1370898 Retail_1372518 Retail_1372709 Retail_1374953 Retail_1375000 Retail_1377699 Retail_1380259 Retail_1382683 Retail_1383522 Retail_1384873 Retail_1386929 Retail_1395670 Retail_1398424 Retail_1401107 Retail_1403176





– 50 –









– 51 –









– 52 –

Retail_4141571 Retail_4142199 Retail_4150358 Retail_4156109 Retail_4158909 Retail_4160698 Retail_4162623 Retail_4174909 Retail_4175489 Retail_4176180 Retail_4177110 Retail_4184148 Retail_418548 Retail_4185667 Retail_4189119 Retail_4190705 Retail_4196136 Retail_4197559 Retail_4197941 Retail_4200907 Retail_4201401 Retail_4205900 Retail_420892 Retail_4212770 Retail_4215977 Retail_4216477 Retail_4219528 Retail_4220742 Retail_4221314 Retail_4223670 Retail_4237762 Retail_4241514 Retail_4243337 Retail_4243632 Retail_4248608







Retail_852060 Retail_852363 Retail_861769 Retail_865469 Retail_874585 Retail_875026 Retail_879100 Retail_880933 Retail_883317 Retail_905425 Retail_914363 Retail_922213 Retail_925618 Retail_933077 Retail_933538 Retail_934190 Retail_944768 Retail_945188 Retail_945983 Retail_949209 Retail_953194 Retail_955020 Retail_961481 Retail_970132 Retail_983603 Retail_992451 Retail_992925 Retail_993440 Retail_99463 Retail_994734

– 53 –

SCHEDULE 3 – CLAIM FORM

Claim Form for Non-Redress Creditors

Please complete this claim form in accordance with the enclosed guidance and return it to Non-Redress Scheme Claims, Instant Cash Loans Limited, Unit 1, Castlebridge Office Village, Castle Marina Road, Nottingham NG7 1TN such that it arrives on or before the Claims Submission Deadline (as notified on ICL’s Website). Full name of creditor

Address

Contact name

Contact telephone

Contact email address

Date of agreement or contract (please provide)

Amount of claim (please refer to the enclosed guidance)

Full details of how you have valued your claim (please refer to the enclosed guidance and complete on a separate sheet if necessary)

Bank sort code

Bank account number

Signature _____________________________ Name _____________________________ Position _____________________________ Date _____________________________

SCHEDULE 4 – RELEASE AGREEMENT

This Release Agreement is made on the Effective Date, between

(1) The Redress Creditors, as defined in the Scheme and each acting by its agents and attorneys as appointed pursuant to the Scheme

and

(2) The ICL Subsidiaries, as defined in the Scheme

(together the Parties) WHEREAS:

(1) Instant Cash Loans Limited (ICL) has entered into a deed poll dated 8 August 2019 creating liabilities to the Redress Creditors in respect of any and all liabilities owed to them by the ICL Subsidiaries;

(2) ICL has proposed the Scheme which the Court has approved; and

(3) The Redress Creditors will therefore be able to submit a claim under the Scheme in respect of liabilities owed to them by the ICL Subsidiaries. DEFINITIONS

All defined terms which are not otherwise defined in this Release Agreement have the same meaning they have in the scheme of arrangement between ICL and the Scheme Creditors pursuant to Part 26 of the Companies Act 2006 (the Scheme). IT IS AGREED:

Releases and Waivers

1. In consideration of their right to submit a claim under the Scheme in respect of liabilities owed to them by the ICL Subsidiaries, each Redress Creditor (whether or not they have submitted a Scheme Claim or have an Ascertained Scheme Claim) hereby fully, irrevocably releases each of the ICL Subsidiaries and their directors and employees to the fullest extent permissible by applicable law from (and fully, irrevocably and unconditionally waive) any and all claims, actions, debts, losses, liabilities, demands and proceedings whatsoever, whether existing, prospective or contingent, known or unknown, which any of the Redress Creditors has or, but for this Release Agreement, may in the future have, in any capacity whatsoever against any and all of the ICL Subsidiaries and their respective directors and employees under or in connection with or arising out of any Scheme Liability or otherwise.

2. The release in Clause 1 will take effect on the Effective Date.

– 55 –

Execution, Counterparts and Amendment

3. This Release Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

4. This Release Agreement may not be amended, varied or modified nor any provision waived except with prior written consent of each party to this Release Agreement provided that any amendment which adversely affects the rights of a person who is a beneficiary of a release or waiver hereunder but is not a party hereto may not be made without that person’s prior written consent.

5. In the event that any release or waiver given by a party hereto (the Releasor) in

favour of another party hereto or other beneficiary hereunder (the Releasee) is found by a court of competent jurisdiction to be unenforceable (an Unenforceable Release), the Releasor agrees that it shall not (and shall not instruct, encourage or support any other person to) bring or join any action, claim or suit or other proceedings of any kind against the Releasee in relation to or arising out of any matter or thing which was the subject of such Unenforceable Release.

Invalidity

6. Each of the provisions of this Release Agreement is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

Third party enforcement rights

7. The specified third-party beneficiaries of the releases, waivers, undertakings and/or commitments referred to in Clause 1 shall, in each case, have the right to enforce the relevant terms by reason of the Contracts (Rights of Third Parties) Act 1999. The rights of any such third-party beneficiary are subject to the other terms and conditions of this Release Agreement.

8. Except as provided in Clause 7, any person who is not a party to this Release Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Governing law and jurisdiction

9. This Release Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

10. The courts of England shall have exclusive jurisdiction to settle any dispute including a dispute relating to the non-contractual obligations arising out of or in connection with this Release Agreement.

– 56 –

11. The English courts are the most appropriate and convenient courts to settle any dispute in connection with this Release Agreement. Each of the Parties irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

12. References in Clauses 10 and 11 to a dispute in connection with this Release

Agreement include any dispute as to the existence, validity or termination of this Release Agreement.

SIGNED by:

A Scheme Supervisor for and on behalf of the Redress Creditors

______________________________________ for and on behalf of the Redress Creditors

MEM Consumer Finance Limited, acting by Sheraz Afzal, a director

______________________________________ Sheraz Afzal

Express Finance (Bromley) Limited, acting by Sheraz Afzal, a director

______________________________________ Sheraz Afzal

Inventive Finance Limited, acting by Sheraz Afzal, a director

______________________________________ Sheraz Afzal

– 57 –

Gemgain Limited, acting by Sheraz Afzal, a director

______________________________________ Sheraz Afzal

Cashier (UK) Limited, acting by Sheraz Afzal, a director

______________________________________ Sheraz Afzal

– 58 –

SCHEDULE 5 – CV OF THE SCHEME ADJUDICATOR

Jamie Drummond Smith worked at Deloitte for 25 years, the final eleven as a partner in the restructuring team. Jamie specialised in the financial services sector. He spent 15 months as the Finance Director of Cattles PLC and its main subsidiary Welcome Finance Limited following the discovery of a substantial shortfall in the loan book. He then spent six months as the Chief Restructuring Officer and is still Chairman of Welcome Finance Limited.

Jamie has been the independent fee reviewer advising the Creditors’ Committee who oversee administrators’ fees for MF Global UK Limited, Alpari (UK) Limited, and Beaufort Asset Clearing Services Limited.

Jamie is also Chair of the Audit Committee of two other businesses in the financial services sector.

Schedule 2 Notice of Creditor Meetings

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

NOTICE

NOTICE IS HEREBY GIVEN that by an Order dated [9] August 2019 made in the above

matter, the High Court of Justice of England and Wales (the “Court”) has directed that

meetings of certain creditors of Instant Cash Loans Limited (the “Company”) be convened

(the “Creditor Meetings”) for the purposes of considering and, if thought fit, approving (with or

without modification) a scheme of arrangement proposed to be made between each the

Company and its Scheme Creditors (the “Scheme of Arrangement”).

A capitalised term used in this notice and not otherwise defined herein shall have the meaning

given to it in the document in which the terms of the Scheme of Arrangement are contained

(the “Scheme Document”).

Creditors subject to the Scheme, namely the Redress Creditors and the Non-Redress

Creditors, shall consider, and vote on, the Scheme of Arrangement separately at the following

Creditor Meetings held at Notts County Football Club, Meadow Lane Stadium, Meadow Lane,

Nottingham, NG1 3HJ on 24 September 2019:

(a) The Creditor Meeting for the Redress Creditors shall commence at 11am; and

(b) The Creditor Meeting for the Non-Redress Creditors shall commence at 11.15am or as

soon thereafter as the preceding meeting has closed or been adjourned.

A copy of the Scheme Document and a copy of the statement required to be provided to

creditors subject to the Scheme of Arrangement pursuant to section 897 of the Companies Act

2006 (the “Explanatory Statement”) are available to view and download at

www.themoneyshop.com/Documents.

Scheme Creditors may attend the relevant Creditor Meeting to vote for or against the Scheme

of Arrangement. Alternatively:

(a) Redress Creditors may elect the Chairman to be their proxy at the relevant Creditor

Meeting, or at any adjournment or postponement therefore, by voting online before

5pm on 20 September 2019 in accordance with the instructions communicated to them

by the Company, or elect any other person to be their proxy at the meeting by

communicating this to the Company by 20 September 2019; and

(b) Non-Redress Creditors may elect the Chairman or any other person to be their proxy

at the relevant Creditor Meeting, or at any adjournment or postponement therefore, by

returning the voting form sent to them by the Company by email or by post such that it

arrives by 20 September 2019.

If you think you are a Redress Creditor or a Non-Redress Creditor and you have not received

instructions on how to vote online or a voting form, please contact the Company by email

([email protected]) or by telephone (020 3901 7440) by 5.00pm on 19

September 2019.

By the said Order, the Court has appointed Edward George Boyle of KPMG LLP or, in his

absence, a director of the Company, to act as Chairman of the Creditor Meetings and has

directed the Chairman to report the result of those meetings to the Court.

The Scheme of Arrangement will be subject to the subsequent approval of the Court.

Freshfields Bruckhaus Deringer LLP 65 Fleet Street, London, EC4Y 1HS

Ref: 168967-0002 CXM

Solicitors for Instant Cash Loans Limited

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