Project Chelmer - The Money Shop · and through a network of stores together with pawn broking...

42
Project Chelmer Comparison of outcome for creditors 5 August 2019

Transcript of Project Chelmer - The Money Shop · and through a network of stores together with pawn broking...

Page 1: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Project Chelmer

Comparison of outcome for creditorsmdash

5 August 2019

2

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

This Report has been prepared on the basis set out in our Engagement Letter addressed to Instant Cash Loans Limited (the ldquoClientrdquo) dated 18 July 2019 and should be read in conjunction with the Engagement Letter

This Report is for the benefit of only the Client and has been released to the Client for the purposes of being provided to the High Court of Justice in England and Wales as required for the Scheme of Arrangement being proposed by the Client The Report should not otherwise be copied referred to or disclosed in whole or in part without our prior written consent Nothing in this report constitutes a valuation or legal advice We have not verified the reliability or accuracy of any information obtained in the course of our work other than in the limited circumstances set out in the Engagement Letter

This Report is not suitable to be relied on by any party wishing to acquire rights against KPMG LLP (other than the Client) for any purpose or in any context Any party other than the Client that obtains access to this Report or a copy and chooses to rely on this Report (or any part of it) does so at its own risk

To the fullest extent permitted by law KPMG LLP does not assume any responsibility and will not accept any liability in respect of this Report to any party other than the Client

We are not professional valuers and do not hold ourselves out as such Other than where professional valuers have been consulted the estimates of realisable values included in this report are based on the assumptions set out below and elsewhere in this report given our experience as advisers to troubled companies

The estimates of realisations are intended as a guide only and should any party wish to rely on them we recommend that they consider obtaining an independent professional valuation on an appropriate basis

KPMG LLP has provided a range of services to the Client in recent years including a s166 skilled person review in the period to summer 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 The Client intends to make KPMG LLP an Excluded Creditor under the Scheme given the support that KPMG LLP are to provide to the finalisation of the Scheme and to its implementation Given the Clientrsquos limited cash flow its immediate parent Aurajoki Holdings UK Limited has also provided a parent company guarantee for certain amounts due to KPMG LLP

It is proposed that Ed Boyle and Ben Leith of KPMG LLP act as Scheme Supervisors following the Scheme becoming effective

Notice About this report

3

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Glossary

CMC Claims Management Company

Dollar Dollar Financial UK Limited

Excluded Liabilities As defined in the Scheme of Arrangement

FCA Financial Conduct Authority

FOS Financial Ombudsman Service

HPS HPS Investment Partners LLC (US)

ICL or the Company Instant Cash Loans Limited

ICL Subsidiaries 21 subsidiaries 100 owned by ICL as detailed in the Group structure at Appendix 1

IDS Internally Developed Software

KPMG KPMG LLP

Liquidator A licenced insolvency practitioner appointed by the directors unsecured creditor or by court order to manage the winding up of the Company

Next Payment date The date on which contractual rent is first payable after the Scheme Effective Date

Non-Redress Creditor As defined in the Scheme of Arrangement

Redress Creditor As defined in the Scheme of Arrangement

Redress SchemeOutturn

Estimated pay out to Redress Creditors in the Scheme

Scheme Scheme of Arrangement

Scheme Adjudicator As defined in the Scheme of Arrangement

Shareholder Contribution Funds paid to ICL from the Shareholder and held on trust by ICL to settle costs associated with redress claims and Scheme costs

Scheme Costs As defined in the Scheme of Arrangement

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

PSL Practice Statement Letter

Shareholder Aurajoki Holdings UK Limited

SRC SRC Transatlantic Limited ndash in Administration

Uphold Rate The rate at which customer complaints to ICL are agreed

ppound Pence in the pound

Note FX Rate (USDGBP) applied is 124

4

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Contents

Page

Executive summary 5

mdash Introduction 7

mdash Overview of business 8

mdash Overview of Scheme 10

Scheme Outturn ndash Redress 11

Scheme Outturn ndash Non-Redress 17

Illustrative Estimated Outcome ndash Insolvency 20

Appendices

1 Group structure and intercompany 29

2 ICL ndash Scheme Outturn 31

3 Redress claim profile 34

4 Illustrative estimated outcome ndash Insolvency assumptions 38

Executive summary

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 2: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

2

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

This Report has been prepared on the basis set out in our Engagement Letter addressed to Instant Cash Loans Limited (the ldquoClientrdquo) dated 18 July 2019 and should be read in conjunction with the Engagement Letter

This Report is for the benefit of only the Client and has been released to the Client for the purposes of being provided to the High Court of Justice in England and Wales as required for the Scheme of Arrangement being proposed by the Client The Report should not otherwise be copied referred to or disclosed in whole or in part without our prior written consent Nothing in this report constitutes a valuation or legal advice We have not verified the reliability or accuracy of any information obtained in the course of our work other than in the limited circumstances set out in the Engagement Letter

This Report is not suitable to be relied on by any party wishing to acquire rights against KPMG LLP (other than the Client) for any purpose or in any context Any party other than the Client that obtains access to this Report or a copy and chooses to rely on this Report (or any part of it) does so at its own risk

To the fullest extent permitted by law KPMG LLP does not assume any responsibility and will not accept any liability in respect of this Report to any party other than the Client

We are not professional valuers and do not hold ourselves out as such Other than where professional valuers have been consulted the estimates of realisable values included in this report are based on the assumptions set out below and elsewhere in this report given our experience as advisers to troubled companies

The estimates of realisations are intended as a guide only and should any party wish to rely on them we recommend that they consider obtaining an independent professional valuation on an appropriate basis

KPMG LLP has provided a range of services to the Client in recent years including a s166 skilled person review in the period to summer 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 The Client intends to make KPMG LLP an Excluded Creditor under the Scheme given the support that KPMG LLP are to provide to the finalisation of the Scheme and to its implementation Given the Clientrsquos limited cash flow its immediate parent Aurajoki Holdings UK Limited has also provided a parent company guarantee for certain amounts due to KPMG LLP

It is proposed that Ed Boyle and Ben Leith of KPMG LLP act as Scheme Supervisors following the Scheme becoming effective

Notice About this report

3

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Glossary

CMC Claims Management Company

Dollar Dollar Financial UK Limited

Excluded Liabilities As defined in the Scheme of Arrangement

FCA Financial Conduct Authority

FOS Financial Ombudsman Service

HPS HPS Investment Partners LLC (US)

ICL or the Company Instant Cash Loans Limited

ICL Subsidiaries 21 subsidiaries 100 owned by ICL as detailed in the Group structure at Appendix 1

IDS Internally Developed Software

KPMG KPMG LLP

Liquidator A licenced insolvency practitioner appointed by the directors unsecured creditor or by court order to manage the winding up of the Company

Next Payment date The date on which contractual rent is first payable after the Scheme Effective Date

Non-Redress Creditor As defined in the Scheme of Arrangement

Redress Creditor As defined in the Scheme of Arrangement

Redress SchemeOutturn

Estimated pay out to Redress Creditors in the Scheme

Scheme Scheme of Arrangement

Scheme Adjudicator As defined in the Scheme of Arrangement

Shareholder Contribution Funds paid to ICL from the Shareholder and held on trust by ICL to settle costs associated with redress claims and Scheme costs

Scheme Costs As defined in the Scheme of Arrangement

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

PSL Practice Statement Letter

Shareholder Aurajoki Holdings UK Limited

SRC SRC Transatlantic Limited ndash in Administration

Uphold Rate The rate at which customer complaints to ICL are agreed

ppound Pence in the pound

Note FX Rate (USDGBP) applied is 124

4

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Contents

Page

Executive summary 5

mdash Introduction 7

mdash Overview of business 8

mdash Overview of Scheme 10

Scheme Outturn ndash Redress 11

Scheme Outturn ndash Non-Redress 17

Illustrative Estimated Outcome ndash Insolvency 20

Appendices

1 Group structure and intercompany 29

2 ICL ndash Scheme Outturn 31

3 Redress claim profile 34

4 Illustrative estimated outcome ndash Insolvency assumptions 38

Executive summary

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 3: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

3

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Glossary

CMC Claims Management Company

Dollar Dollar Financial UK Limited

Excluded Liabilities As defined in the Scheme of Arrangement

FCA Financial Conduct Authority

FOS Financial Ombudsman Service

HPS HPS Investment Partners LLC (US)

ICL or the Company Instant Cash Loans Limited

ICL Subsidiaries 21 subsidiaries 100 owned by ICL as detailed in the Group structure at Appendix 1

IDS Internally Developed Software

KPMG KPMG LLP

Liquidator A licenced insolvency practitioner appointed by the directors unsecured creditor or by court order to manage the winding up of the Company

Next Payment date The date on which contractual rent is first payable after the Scheme Effective Date

Non-Redress Creditor As defined in the Scheme of Arrangement

Redress Creditor As defined in the Scheme of Arrangement

Redress SchemeOutturn

Estimated pay out to Redress Creditors in the Scheme

Scheme Scheme of Arrangement

Scheme Adjudicator As defined in the Scheme of Arrangement

Shareholder Contribution Funds paid to ICL from the Shareholder and held on trust by ICL to settle costs associated with redress claims and Scheme costs

Scheme Costs As defined in the Scheme of Arrangement

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

PSL Practice Statement Letter

Shareholder Aurajoki Holdings UK Limited

SRC SRC Transatlantic Limited ndash in Administration

Uphold Rate The rate at which customer complaints to ICL are agreed

ppound Pence in the pound

Note FX Rate (USDGBP) applied is 124

4

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Contents

Page

Executive summary 5

mdash Introduction 7

mdash Overview of business 8

mdash Overview of Scheme 10

Scheme Outturn ndash Redress 11

Scheme Outturn ndash Non-Redress 17

Illustrative Estimated Outcome ndash Insolvency 20

Appendices

1 Group structure and intercompany 29

2 ICL ndash Scheme Outturn 31

3 Redress claim profile 34

4 Illustrative estimated outcome ndash Insolvency assumptions 38

Executive summary

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 4: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

4

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Contents

Page

Executive summary 5

mdash Introduction 7

mdash Overview of business 8

mdash Overview of Scheme 10

Scheme Outturn ndash Redress 11

Scheme Outturn ndash Non-Redress 17

Illustrative Estimated Outcome ndash Insolvency 20

Appendices

1 Group structure and intercompany 29

2 ICL ndash Scheme Outturn 31

3 Redress claim profile 34

4 Illustrative estimated outcome ndash Insolvency assumptions 38

Executive summary

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 5: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Executive summary

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 6: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

6

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Executive summary

Basis of preparation

This report has been provided to ICL for the purposes of providing to the Court as a supporting document to the Schememdash We have reviewed the Scheme Outturn calculation provided by ICL as at 30 September 2019 (see Appendix 2) and the assumptions on which it is based We have

provided our comments in regards to the key risks around the assumptions adoptedmdash We have utilised the Companyrsquos Redress Outturn analysis to develop a strategy which a Liquidator would likely adopt in an insolvency scenario should the proposed

Scheme not be approved at the creditors meeting and as a result the Company enters insolvency as at 30 September 2019 This estimated outcome in insolvency provides the basis of the illustrative comparative to the creditors outcome in the Scheme

mdash For Redress Creditor claims we have adopted Managementrsquos base case analysis in the Scheme scenario to calculate potential level of Redress Claims in an insolvency Whilst it may be expected that the level of claims received in an insolvency would be lower which could increase the relative unsecured creditor dividend rate (albeit that the uphold rate is also likely to be higher in an insolvency due to a Liquidator taking a pragmatic approach to claims adjudication which we expect would partially mitigate this impact) to ensure the analysis is comparable we have assumed similar participation rates

mdash For the purposes of this report we have assumed the proposed Scheme progresses to a creditor meeting in line with ICLrsquos expectations This includes regulator non-objection the satisfaction of outstanding charges against the Company and actual cash flows aligning to the forecast for the period to 30 September 2019

Scheme Outturn versus EOS in insolvency

Managementrsquos Base Case provides a Scheme Outturn of 80ppound for Redress Creditors and 131ppound for Non-Redress Creditors This compares to our EOS in the insolvency scenario which estimates a 06ppound return for creditors

Based on the limitation of our scope and the risks and assumptions detailed in this report ICLrsquos Base Case Scheme Outturn appears a reasonable estimate although the eventual outturn is subject to significant uncertainty for the reasons highlighted below

There are certain risks in the final outcome of both the Scheme and insolvency outcomes in particular regardingmdash The number of Redress Creditor claims which are driven by customer response rates and the complaint uphold rate andmdash The realisable value of Company assets which are concentrated in just three asset classes (being cash unsecured loans and stock)These risks are expected to have a similar actual outcome and impact in both the Scheme and insolvencyICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims and indemnities against ICL This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place resulting in an increase in the Redress Creditor claim amount but a reduction in the intercompany creditor claims However the insolvency estimated outcome assumes this has not occurred as the Scheme will not have become effective

Comparison between outcomes

Despite the uncertainties in the final outcome it is expected that for each of the Redress Creditors and Non-Redress Creditors the Scheme Outturn provides a clearly better financial outcome than an insolvency This is due to

mdash The Redress Creditors only receive the benefit of the Shareholder Contribution in the Scheme andmdash The Non-Redress Creditors

- Receive the full benefit of the Company assets (being the same assets available to all creditors in an insolvency) excluding the cash- Have lower costs deducted from the assets available as the majority of the Scheme Costs are covered by the Shareholder Contributions as compared to the insolvency

scenario in which all costs are borne by the single estate and- Any distribution of the funds is not diluted by the significant value of Redress Creditor claims as they participate in their own estate

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 7: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

7

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICL operated in the UK providing unsecured short term high cost consumer loans online and through a network of stores together with pawn broking services It ceased providing new loans in August 2018 and ceased any new pawn broking business in 2019 It continues to have certain residual assets in relation to both businesses which it is seeking to realise

Along with other businesses in the unsecured short term high cost consumer loan sector the Company has experienced a significant increase in the number of affordability related complaints over recent years Following an internal review of its former lending practises the Company made a provision for Customer Remediation of pound468 million in its financial accounts for the year ended 30 June 2018 This resulted in the Company incurring a loss for the year of pound892 million

Following the cessation of the loan business the Company has also sought to restructure its pawn broking business In 2018 ICL operated from 233 retail stores across the UK including Northern Ireland It sold or closed a number of these stores identified as non profitable in March 2019 closed a further 67 stores in May 2019 and then the remaining business of 65 stores were acquired by HampT Pawnbrokers in July 2019 However ICL continues to incur costs including rent rates and other associated servicing costs in relation to stores which have been vacated but where the leases are yet to be terminated or assigned

ICL is the parent of 21 dormant subsidiaries a number of which previously provided unsecured short term high cost consumer loans These ICL subsidiaries previously transferred their assets and business to ICL in return for ICL providing an inter-company payable for the value of the assets transferred ICL also agreed to indemnify the ICL Subsidiaries in respect of their liabilities including liabilities arising relating to affordability related complaints

As the Company is no longer trading it has no way of generating cash sufficient to pay all its liabilities As a result it is proposing a scheme of arrangement under Part 26 of the Companies Act 2006 which will maximise realisations to creditors primarily as under the proposed Scheme a Shareholder Contribution of circa pound20 million shall be made available to certain creditors (the Redress Creditors) The Scheme would then allow the Company and the ICL Subsidiaries to be wound down solvently

Introduction

Background Simplified corporate structure

Aurajoki Holdings UK Ltd

(ldquoShareholderrdquo)

HPS Investment Partners LLC (US)

Ultimate controlling party

Instant Cash Loans Ltd

(ldquothe Companyrdquo or ldquoICLrdquo)

21 dormant subsidiaries

(ldquoICL Subsidiariesrdquo)

Note The Shareholder also owns other group companies including TM Sutton Limited which provides certain support and services to ICL

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 8: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

8

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

28

36

10

13

(20)

(32) (09)001020304050607080

Bala

nce

at 1

8-Ju

l-19

Shar

ehol

der

cont

ribut

ions

Non

-Red

ress

Ass

ets

Sche

me

Cos

ts

Excl

uded

Cre

dito

rs

Pre

Sche

me

Red

ress

Cla

ims

Bala

nce

at 3

0-Se

p-19

pound m

illio

n

Recent financial performanceICLrsquos recent financial performance (FY14-FY19) highlights the trading issues the Company has faced in recent times which has been exacerbated by the significant increase in customer complaints

Since 2014 ICL has been incurring significant losses of between cpound55 million to pound119 million year on year During this time EBITDA has been negative at between cpound34 million and cpound113 million peaking in 2015

Cash flow forecast ICL has provided their latest cash flow forecast from July 2019 to the proposed Scheme effective date of 30 September 2019 The key movements in this period are summarised in the bridge diagram opposite

ICLrsquos cash at bank at 18 July 2019 was cpound28 million of which pound23 million related to loans from the Shareholder made to ICL in March and April 2019

As the business ceased trading in May 2019 ICLrsquos cash inflows in the period comprise primarily Shareholder loans of pound36 million and estimated collections from the unsecured loan book and sale of Company owned retail stock totalling cpound1 million

ICL expects to incur costs relating to the launch and operation of the proposed Scheme as well as business critical suppliers to ensure ongoing operations in the interim These costs are expected to be covered by utilising the Companyrsquos existing cash balance and the Shareholder loans

Overview of business

(125)(100)(75)(50)(25)

0

FY14 FY15 FY16 FY17 FY18

pound m

illion

Profit(Loss) EBITDA

Shareholder loans Non-Redress Assets

Overview Historic PampL and EBITDA (FY14-FY19)

Cash flow forecast to 30 Sep 2019

Shar

ehol

der l

oans

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 9: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

9

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Overview of business (cont)

Outlined opposite is ICLrsquos latest balance sheet position as at 31 May 2019 together with an estimated position as at 30 September 2019 ndash the proposed Scheme Effective DateKey assetsICLrsquos key assets comprise investments tangible assets unsecured loan advances and stock The investments held relate to ICLrsquos interests in its subsidiaries (see group structure chart at appendix 1) Tangible assets comprise computer equipment fixtures and fittings and leasehold improvements As part of ICLrsquos store closureplan ICL engaged a specialist valuation agent to assess the realisable value of all tangible assets in the business Management have advised that all moveable assets have subsequently been re-located from closed stores to a central location Unsecured loan advances relate primarily to historic sales whilst ICL was in operation A significant proportion of the loan book has been outsourced for collection to BW Legal Stock comprises pledged items (being goods held by ICL relating to the pawn broking business) and retail owned stock Key movements As you will note Management forecast that there will be a material movement in the trade creditor balance for the period to 30 September 2019 Management have advised that following cessation of trade on 19 July 2019 (the date on which the PSL was issued) only ldquobusiness criticalrdquo suppliers are being paid and as such it is anticipated that the trade creditor balance will increase over this period Managements cash flow forecast for the period to 30 September includes a number of receipts (pound36 million of Shareholder Contributions and pound10 million of unsecured loan and stock recoveries) and payments (pound30 million of payroll and payroll relatedcosts pound18 million of Scheme Costs pound09 million of pre-Scheme creditor redress payments) It also includes pound01 million contingency for the payment of essential ongoing business supplies FOS costs are expected to increase over this period as the FOS progress existing customer complaint referrals and as a result FOS referral fees are incurred The Company expects to receive further claims for FOS referral fees of cpound22m from the FOSThe redress provision held in the balance sheet is the Companyrsquos estimate of the operational and redress costs of performing a customer redress program for affordability related claims against ICL and its subsidiaries should the Company continue to operate on a going concern basisICL is proposing that it takes on a direct obligation to ICLrsquos Subsidiariesrsquo redress creditors in return for ICLrsquos Subsidiariesrsquo giving up their intercompany claims against ICL and releasing the indemnities they currently hold This is proposed to be agreed and documented prior to the 9 August 2019 convening hearing but will only become effective upon approval of the Scheme The Redress Scheme Outturn assumes this has taken place however the insolvency estimated outcome assumes it has not

ICL ndash Balance Sheet (poundm)As at

31 May 19 As at

30 Sep 19

Fixed assets Intangible assets 11 11Tangible assets 92 92Investments 787 787Total fixed assets 890 890Current assets Stocks 16 05Unsecured Loan advances 38 40Debtors due within one year 01 01Prepayments amp Accrued Income 15 15Cash at bank and in hand 33 13Total current assets 104 75Total Assets 995 965Liabilities Trade creditors (29) (56)Unpaid rent on closed stores (June to Sept 19)

- (13)

FOS Costs (08) (30)Accruals amp deferred income (22) -Redress provision (463) (463)Other creditors (15) -Closed Store provision (55) (110)Intercompany credtiors (792) (841)Total Liabilities (1384) (1513)Net assets(liabilities) (389) (548)

Key observations

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 10: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

10

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The Scheme shall consist of two classes of creditors which will each benefit from different assets The purpose of the Scheme is to crystallise all creditor claims including all customer redress claims and claims arising from the termination of all ongoing property leases associated property contracts and other outstanding contractual commitments This will then allow the Company and the ICL Subsidiaries to be wound down through a solvent process whilst maximising realisations to creditors

Overview of Scheme

Redress creditors Non-Redress creditors Scheme costs

mdash Redress Creditors consist of all creditors with claims relating to customer complaints which will primarily consist of affordability related complaints but may also include other complaints such as fraud or system errors

mdash In the Scheme the Redress Creditors shall receive the benefit of a Shareholder Contribution of cpound20 million The Shareholder Contribution is only expected to be made available by the Shareholder if the Scheme is approved by the creditors and becomes effective

mdash A significant proportion of the Redress Creditors in the Scheme are currently creditors of the ICL Subsidiaries not ICL itself Upon the Scheme becoming effective ICL intends to assume these Redress Liabilities in exchange for the release of certain intercompany positions and indemnities by the ICL subsidiaries As a condition of the Scheme these creditors will also release their claims against the ICL Subsidiaries If the Scheme does not become effective these Redress Creditors will remain creditors of the ICL Subsidiaries and not become creditors of ICL

mdash Non-Redress Creditors consists of all other creditor claims against the Company other than creditors with Excluded Liabilities These primarily consist of creditors whose liability arose due to the closure of stores (rent rates and other facilities) FOS fees due to customer complaints intercompany balances and other trade creditors

mdash The Scheme requires that all the closed store property leases are terminated This will result in the landlords having significant claims relating to the future lease obligations

mdash The Non-Redress Creditors shall receive the benefit of the realisable value of the Companyrsquos assets These realisable assets are i) outstanding loans relating to the online unsecured loan business and ii) stock relating to the closed down pawn broking business which includes customer pledged goods (Management have advised that all customer owned retail stock will be sold prior to the Scheme Effective Date)

mdash Scheme Costs are to be generally paid from the funds available to the Redress Creditors Only costs specifically arising in relation to the Non-Redress Creditors or the assets of which they will receive benefit shall be borne by that estate

mdash Scheme Costs shall include the costs of designing implementing and administering the Scheme the costs of discharging the Excluded Liabilities and funds required to complete the closure of the Company and the ICL Subsidiaries

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 11: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Scheme outturn ndashRedress Creditors

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 12: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

12

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress fund

Redress Creditors Scheme Outturn

As at 30 September 2019mdash Three instalments of $15 million (pound12 million) will have been received totalling

$45 million (pound36 million) These funds are forecast to be utilised in paying redress claims submitted prior to 30 June 2019 and Scheme related costs

mdash 14 instalments of $15 million (pound12 million) will remain payable totalling $210 million (pound169 million)

The future receipts are subject to foreign exchange rate risk as the funds are being received in USD but creditor payments are being made in GBP We have applied an fxrate of 124 however the actual rate will fluctuate and may result in a fx gain or loss2) Scheme CostsICL have forecast Scheme Costs of pound63 million consisting of pound18 million being incurred prior to 30 September 2019 and pound45 million thereafter The Scheme Costs include pound19 million of technology build costs for the claim portal pound10 million of mailing costs pound11 million of professional advisor costs pound06 million of ICL operating costs and pound03 million for both the Scheme Adjudicator and the Scheme Supervisor The Company has sought to obtain quotes for the works and either cap or fix fees where applicable However the majority of the costs are estimates only and are subject to change As a result the Company has prudently included within the Scheme Costs a general contingency of pound10 millionDue to the majority of the Companyrsquos trade being VAT exempt the Company is generally unable to reclaim for VAT on purchases and therefore costs are stated inclusive of VATWe note that the operation of the Scheme is being supported by certain management and central support services staff such as HR and IT employed by entities owned by the Shareholder but sat outside the ICL Group We understand the Shareholder may seek to recharge some of these costs to ICL if they become exceptional

1) Shareholder ContributionThe Shareholder completed the acquisition of the shares of ICL from Dollar Financial UK Limited (ldquoDollarrdquo) on 5 February 2018 As part of the acquisition Dollar provided an indemnity to the Shareholder relating to redress claims made by customers against ICL The terms of the indemnity were amended (to the benefit of ICL and its creditors) in a deed dated 12 July 2019 under which Dollar would make payment of 17 monthly instalments of $15 million (pound12 million) totalling $255 million (pound206 million) with the first payment being made on 17 July 2019 The total amount due may be lower should all Redress Creditors be paid in full Under the Scheme the Shareholder shall make the funds available to the Redress Fund as the Shareholder Contribution

Indicative Redress Creditors Scheme Outturn

Notes pound000Shareholder loans - pre 30 Sep 19 1 3629 Shareholder Contributions - post 30 Sep 19 1 16935

Total Shareholder Contribution 20565

Scheme Costs - pre 30 Sep 19 2 (1775)

Redress claims - pre 30 Sep 19 2 (665)

Scheme Costs - post 30 Sep 19 2 (4537)

Available to Redress Creditors 13587

Redress Creditors 3 17052

Estimated return to Redress Creditors 80 ppound

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 13: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

13

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value

Year of first loan

Number of loans

Historical customers () Forecast complaint numbers ()Customers in

time Eligible

Customers ()

Historical Category

Uphold Rate

Estimated Upheld claims

()

Historical Average Claim

Redress (pound)Redress Creditors

claim value (pound)Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 68910 22545 91455 50 45728 40 1829 1222 2235164

5 to 8 147467 136058 283525 14747 6803 21550 50 10775 80 862 937 807679

9 or more 220363 210075 430438 22036 10504 32540 50 16270 340 5532 1890 10455118

2013-2015 266075 215553 481628 - -

Less than 5 193763 160176 353939 19376 8009 27385 100 27385 50 1369 846 1158390

5 to 8 42060 33149 75209 4206 1657 5863 100 5863 90 528 833 439583

9 or more 30252 22228 52480 3025 1111 4137 100 4137 220 910 1049 954645

Post 2015 242423 78662 321085 - -

Less than 5 231287 74563 305850 23129 3728 26857 100 26857 30 806 1172 944287

5 to 8 9762 3808 13570 976 190 1167 100 1167 30 35 1403 49102

9 or more 1374 291 1665 137 15 152 100 152 60 9 933 8506

Total 1565430 1091247 2656677 156543 54562 211105 138333 11880 17052473

3) Redress Creditors

Background to customer redress complaints

mdash The Company has experienced an increasing volume of customer complaints over the course of the last 18 months The increase in complaints experienced by the Company is in line with the wider environment for the short term high cost lending sector The FOS eligibility rules do not provide an obvious time limitation which means that firms are having to investigate resolve and redress complaints about loans that may have been written many years previously when the approach to affordability assessments and the records that were maderetained in respect of these assessments were less robust

Companyrsquos assessmentThe Company has estimated the number and quantum of customer redress complaints it would anticipate to receive in the Scheme The analysis is based on1 The Company reviewing its historical customer book2 Analysis performed on customer complaints received to date (see Appendix 3) and3 Managementrsquos experience of previously performing customer redress programs (see Appendix 3)4 The following table shows the Companyrsquos calculation of the Redress Creditor claim value in the base case

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 14: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

14

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We highlight some of the key assumptions and risks below A fuller list is provided at Appendix 3

Redress Scheme Outturn ndash Key assumptions and risks

Assumptions and risks

Assumption Risk KPMG comment

ShareholderContributions

The Shareholder shall make all Shareholder Contributions per the Scheme Terms

There is a risk that the Shareholder does not receive the funds under the indemnity from Dollar or even if it does receive the funds that the Shareholder does not pay the funds in order that they are available to settle Scheme Costs and redress claims Dollar holds investments in trading entities that operate in the US

Per the FY18 accounts for Dollar it has investments of pound331 million and net liabilities of pound68 million The accounts note it has shareholder support until 30 April 2020Dollar has a legal obligation to pay the funds to the Shareholder and the Shareholder is understood to be providing an enforceable commitment to provide the funds such that they will be available to Scheme Costs and redress claims in the Scheme

Redress Scheme Costs

Redress Scheme Costs shall be in line with forecast

The Company has provided for the estimates of the Redress Scheme Costs which are to be deducted from the Redress Fund These are estimates only and the actual amounts may differ particularly if unforeseen issues arise which require further work than anticipated

Included within Redress Scheme Costs are costs involved in handling customer queries and assisting them in submitting and processing their claims As a result the volume of claims and queries received will impact costsThe Company has sought to confirm costs with quotes obtained and fees either fixed or capped where possible and therefore the costs appear reasonable

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 15: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

15

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)

Assumptions and risks

Assumption Risk KPMG comment

Customerresponse rates

Customer response rates will be in line with Management experience

Management have used prior experience to estimate customer response rates However the actual response rate in the Scheme may differ due tomdash Notification of creditors under the Schememdash Advertising and media attention impacting customer understanding

of the Scheme and therefore response ratesmdash Customer expectation of the Scheme Redress Outturn ndash should

the Scheme Redress Outturn indicate a high expected payout rate this is likely to drive customer participation which will in effect reduce the final payout rate Vice versa a low expected recovery rate would reduce customer participation and therefore result in a higher payout rate and

mdash The customer claim experience ndash this is yet to be designed and built and therefore its outcome is uncertain However a simple customer friendly process with minimal customer input required would drive higher response rates than a more onerous process

Whilst there is uncertainty as to the likely response rate Managementrsquos assumptions appear reasonable based on prior experience and their expectation of the adjudication process in the Scheme

Complaintadjudication process

The ICL designed automated adjudication process which will be implemented for assessing Redress Claims in the Scheme will result in similar complaint uphold rates as ICLrsquos manual process which has been used with historical claims

ICLrsquos current complaint adjudication process involves a manual review of the customerrsquos records Due to operational constraints with the quantum of customer responses expected in the Scheme customer complaints shall be subject to an automated adjudication review The automated process is yet to be designed and built and therefore the uphold rate can not be tested However due to limitations in an automated process and concerns of generating a high level of customer appeals which would result in further costs any uphold rates are likely to be higher than the historical average

This process is still being designed and tested and we do not therefore have a view on how it will operate in the Scheme We do note however that ICL has resolved a substantial number of affordability complaints over the last few years and therefore has extensive evidence upon which to base the design We also understand the process will be subject to a s 166 review before it becomes operational

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 16: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

16

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The range of outcomes is primarily impacted by the value of Redress Ascertained Scheme Claims However there is a high level of uncertainty regarding this balance due to the unique nature of the Scheme We have therefore modelled a number of different assumptions visa-vis the Companyrsquos analysis This indicates a range of Scheme Redress Outturn between 797 pence in the pound to 337 pence in the pound This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Base Case or less than Scenario 5 Low Case

Redress Scheme Outturn ndash Range of outcomes

Range of outcomes

Scenario Detail Summary of basisRedress

Fund (poundm)

Redress Ascertained

Scheme Claim (poundm)

Scheme Redress Outturn

(p in the pound)

Base Case 136 171 797

1 Scheme Costs 25 higher than forecast

Future costs are an estimate only 120 171 704

2 Response rates higher than forecast ndashOnline 20 Retail 10

Response rates in line with other remediation programs eg Curo Project Voltaire Retail customer response rate remains lower than Online customers as only have email addresses for 36 of the population

136 341 398

3 Higher uphold rate ndash 75 of complaints in time

Automated adjudication system may be unable to accurately determine this factor and therefore no claims are time limited

136 238 571

4 Higher uphold rate ndash 50 uplift on uphold rates for pre-2015

Automated adjudication system may be unable to accurately determine claim uphold thresholds therefore higher rate upheld to mitigate error risk

136 251 542

5 Half of the uplift applied in each of scenarios 1-5

Low Case 128 379 337

Range of outcomes

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 17: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Scheme Outturn ndashNon-Redress

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 18: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

18

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn

Management have provided an estimated outturn for Non-Redress Creditors assuming the proposed Scheme is effective from 30 September 2019 (see ldquoICL non-redress outturnrdquo illustrated opposite) ICL currently estimate there would be a Non-Redress Scheme dividend of 131p in the pound available to Non-Redress Creditors which is significantly greater than the current estimated (upside case) outcome in an insolvency of 06p in pound (see next section for further detail)Whilst we do not believe Managementrsquos forecasts to be unreasonable taking a prudent view we consider the key risks in respect of the Non-Redress Scheme outturn to beCollection of unsecured loans There is a risk that the unsecured loan collections do not materialise in line with Management expectationsNon-Redress Scheme costs There is a risk that the costs associated with collection of the unsecured loans and stock realisations are higher than anticipatedEstimated level of Non-Redress Creditor claimsManagement have advised that intercompany loans from the Shareholder to ICL will be released if the Scheme becomes effective (c pound72m) However all other intercompany loans provided by other entities in the broader Shareholder group (not ICL Subsidiaries) are expected to be enforced (c pound22m) All intercompany liabilities between ICL and the ICL Subsidiaries are expected to be released when the Scheme becomes effectiveAll other claims are expected to be provable at 30 September 2019 book valuesWe have outlined the key assumptions and risks in further detail overleafAll risks highlighted above would reduce the outturn to Non-Redress Creditors however on the basis of information available at the time of preparing this report we consider ICLrsquos estimates in respect of the Non-Redress Scheme outturn to be reasonable subject to inclusion of intercompany claims - our prudent estimates of the Non-Redress Scheme outturn based on our sensitivity analysis are still several multiples of the estimated insolvency outcome

Key observationsNon-redress outturn - ICL

poundmBook values as

at Sep 2019ICL non-

redress outturnAssets not specifically pledgedIntangible assets 11 -Tangible assets 92 -Investments 787 -Unsecured loans 41 29Prepayments 15 -Stock 08 05Intercompany 93 -Cash - -

1047 34Costs of realisationsLess Agents fees (00)Less Scheme costs (04)Less Contingency -

(04)Net funds available to unsecured creditors 30Unsecured creditorsTrade creditors (56) (56)Intercompany creditors (792) (22)FOS (30) (30)Landlord claims (123) (123)Redress claims (463) -Employees -Total unsecured creditors (1464) (231)Surplus(shortfall) to unsecured creditors (201)Estimated dividend to unsecured creditors 131

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 19: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

19

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Non-Redress Scheme Outturn ndash Assumptions and Risks

Assumptions and risks

Assumption Risk KPMG comment

Collection of loan book

Collections remainin line with Managementrsquos forecasts

Management have analysed the remaining loan book and forecast recoveries on the basis of collections across the book in the past six months Following launch of the Scheme given the high profile nature of ICL there is a risk that some debtors may stop paying in line with their agreed repayment plans which will reduce overall realisations to Non-Redress Creditors

ICL have advised that they are preparing an alternative collection strategy which they are hopeful will increase the recoverability of the loan book ndash this involves engaging a number of debt collection agents to improve loan repayment rates (only a portion of the loan book is currently outsourced for collection to a single third party (see ldquoEstimated Outcome ndash Insolvencyrdquo section))

Whilst the revised collection strategy is yet to be finalised we consider that Management have provided a prudent view of collections from the unsecured loan book and there could be upside in the forecasts provided

Stock Stock realisations are in line with Managementrsquosforecasts

Management have estimated recoveries from the sale of pledged stock on the basis of interest receivable from customers upon redemption of goods (currently estimated at 10 on stock at cost of pound04 million) and sale of stock via auction houses eBay or scrap There is a risk that there is a higher redemption for pledged stock following the launch of the proposed Scheme which would reduce the stock available to sell at auction eBay or scrap where Management expect a mark-up can be applied on the items advertised for sale

This would impact recoveries and reduce the overall Non-Redress outturn However we consider this risk to be immaterial and even if the risk was actualised the increase in redemption rate is unlikely to have a material impact on the overall outcome

Scheme costs Estimated scheme costs are higher than anticipated

Non-redress Scheme costs consist primarily of employee retention costs and property related costs (for running the asset centre) over the period of the Scheme There is a risk that these costs are higher than anticipated

There may be additional costs should ICL adopt the strategy of engaging debt collection agents

We consider risks to property costs to be minimal as the costs are fixed and employee costs are known Any incentives ICL may need to provide to employees are likely to be immaterial to the overall outcome to Non-Redress Creditors

It is anticipated that debt collection agent costs would increase alongside an uplift in collections from the unsecured loan book and therefore we consider the impact should be broadly mitigated

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 20: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Illustrative Estimated Outcome ndash Insolvency

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 21: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

21

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Insolvency

For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date In this theoretical scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business and assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estateThere are a number of potential issues and risks that may impact the level of realisations achieved for unsecured creditors in an insolvency which are discussed in detail on the following pages ndash summarised below mdash The risk of a material reduction in collections on the loan book as a result of the

publicity of insolvency mdash The potential level of creditor claims and uncertainty as to the number of redress

claimants and mdash Regulatory considerations associated with an appointment and the realisation

of assetsOn the basis of the information currently available it is estimated there would be an unsecured dividend in the region of 02p to 06p in the pound available to unsecured creditors in an Liquidation scenario (further upside may be achievable from a wind-down of the outstanding loan book) As noted in the following pages the level of redress claims is variable and whilst a lower level of redress claims may be expected in an insolvency we consider that this would not have a material impact on the overall outcome to unsecured creditors given the total estimated value of creditor claimsOur estimates illustrated adjacent are subject to further revisions in the event detailed contingency planning is undertaken prior to a potential insolvency or additional information comes to light This range of outcomes is not considered to be a lsquoworstrsquo or lsquobestrsquo case and the outcome may be greater than the Upside Case or less than the Downside Case

Key observations Illustrative Estimated Outcome ndash ICL

poundm Book values as at Sep 2019 Downside case Upside case

Assets not specifically pledgedIntangible assets 11 - -Tangible assets 92 00 00Investments 787 - -Unsecured loans 41 08 17Prepayments 15 - -Stock 08 03 04Intercompany 93 - -Cash - 08 13

1047 18 34Costs of realisationsLess Agents fees (00) (00)Less Legal fees (02) (03)Less Liquidator fees (04) (08)Less Creditor adjudication and wind-down costs (08) (12)Less Contingency (02) (03)

(16) (26)Net funds available to preferential creditors 02 08Less Preferential creditors - -Net funds available to unsecured creditors 02 08Unsecured creditorsTrade creditors (56) (56) (56)Intercompany creditors (792) (854) (854)FOS (30) (30) (30)Landlord claims (123) (123) (123)Redress claims (463) (60) (60)Indemnity claims from ICL Subsidiaries (111) (11)Employees - -Total unsecured creditors (1464) (1233) (1233)Surplus(shortfall) to unsecured creditors - (1231) (1225)Estimated dividend to unsecured creditors - 02 06

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 22: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

22

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

We have outlined below and in the following section the key risks and assumptions considered in preparation of the illustrative estimated outcome statement in insolvency

Illustrative Estimated Outcome ndash Key risks

Key risks Detail

Access to shareholder contributions

We understand the Shareholder Contributions that are available in the Scheme outturn (to Redress creditors) would not be available in an insolvency under the terms of the shareholder agreement Per the terms of the agreement Shareholder Contributions are held on trust by ICL for the benefit or Redress Creditors or if all Redress Creditors are paid in full the Shareholder However no further Shareholder Contributions will be made if the Scheme does not become effective

Collection of loan book

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans due from customers of the Company ICLrsquos total outstanding unsecured loan book was cpound148 million (gross value before costs) as at July 2019 however this is all aged debt and much is not currently paying The outstanding book is allocated internally into the following categories Outsourced Debt Management Collectible and Other The outstanding debt by category and associated age since the loan was initially provided is summarised in the table below

Of the loan book outstanding cpound144 million (or c97) is over 3 years old ndash the age of the loan book highlights material uncertainty regarding its collectability Whilst ICL is actively pursuing recoveries on the loan book we understand cpound88 million (or 60) is deemed irrecoverable by the Company

In addition to the impairment due to the age of the loan book the high profile nature of an insolvency appointment and associated press coverage raises further potential challenges for recovering the outstanding loans The insolvency may provide customers with an opportunity not to repay the outstanding loan andor stop current payment arrangements until clarity is sought regarding the situation We have also considered further risks associated in collecting the book in an insolvency which may include the following Volume of customer loansAt July 2019 the ledger comprised 489958 current customer accounts It is likely that this will require considerable time to contact all customers to actively request payment and this may mean a large proportion of balances become further aged and increasingly challenging to collect

Category TOTAL 1 year 2 years 3 years 4 years 5 years Over 5 years

Outsourced pound453m - pound40m pound275m pound139m - -Debt Management pound80m - - pound01m pound10m pound06m pound63mCollectible pound67m - pound01m pound07m pound27m pound09m pound24mOther pound884m - pound01m pound29m pound34m pound06m pound813mTOTAL pound1484m - pound42m pound312m pound210m pound22m pound899mAgeing - 3 21 14 1 61

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 23: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

23

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Collection of loan book (cont)

Size of loansThe average size of a loan as at July 2019 is pound303 It may not be cost effective to instigate enforcement action in respect of the loans given the cost of small claims application fees and associated legal costs It is also below the pound5000 threshold to commence bankruptcy proceedings Additionally the credit profile of customers may mean that any successful enforcement though the small claims process does not result in a financial recovery

Investigations A Liquidator has a statutory duty to investigate the conduct of directors and recent transactions of the Company which occurred prior to a Liquidation event During the course of our work nothing has come to our attention which would likely be challenged by a Liquidator and result in increased recoveries for unsecured creditors

Level of creditor claims

To ensure that our EOS provides a meaningful comparison to the Scheme Outturn analysis our EOS includes the same methodology for calculating the number and value of redress creditors as the base case scenario in the Scheme Outturn with an adjustment for removing Redress Creditors of the ICL Subsidiaries who would not be creditors of ICL in an insolvency where the Scheme had not become effective However as noted throughout the report the number of redress claims could vary materiallyShould the total value of redress claims be lower in an insolvency scenario this is likely to result in an increased unsecured dividend to creditors ndash this is due to the estimated value of funds available being shared amongst a smaller number of claimantsWe expect that the number of claimants will have a minimal impact on the assets available for distribution to creditors with only certain operational costs being directly impacted by the number of claims received adjudicated and paid in an insolvency However it is necessary to consider the impact of the level of claimants as it will vary the outcome to creditors ndash see overleaf

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 24: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

24

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key risks (cont)

Key risks Detail

Level of creditor claims (cont)

We consider that it is likely there will be a lower response from redress creditors which will be partially offset by a higher uphold rate in an insolvency as highlighted belowLower estimated outcome in insolvencyThe estimated dividend to unsecured creditors in an insolvency is likely to be significantly lower than the estimated Scheme redress outturn As such there isless incentive for customers to submit a claim in the Liquidation Reduced level of creditor engagement in insolvency Following an appointment a Liquidator is required to write to all creditors of the Company to advise of the insolvency and invite creditors to submit a claimHowever where there are large volumes of creditors the expense in notifying creditors may not be a reasonable and proportionate use of Company funds and a Liquidator may seek Court approval to advertise to creditors as opposed to providing written notification (either by email or letter) We estimate the costs of performing a postal mail out to the 500k creditors for whom no email address is held by the Company is pound04 million being 50 of the estimated net assets available to unsecured creditors The Company has advised they have email addresses for 997 of online customers and 36 of retail customers (a bounce rate of 596 was reported following the recent issuance of the PSL) However to ensure all creditors are treated fairly it would be inappropriate to give email notice to the customers for which an email address is held should a similar postal notice not be being issued for customers for which the Company does not hold an email addressIn light of the above we consider that it is likely a Liquidator would seek the leave of Court to advertise for claims only rather than provide written notification of the insolvencyNotwithstanding the likely media interest in an insolvency and the recent notice customers have been provided with regarding the Scheme we would still expect lower customer response rates (than in a Scheme) where they have not been sent a notice inviting a claimHigher uphold rateIn an insolvency a Liquidator would need to adopt a reasonable and proportionate approach in the circumstances for the processing and adjudicating of claims This may result in a simpler adjudication and claim calculation process resulting in a higher uphold rateLower response rate due to less friendly claim processThe Liquidator is unlikely to have funding to develop a customer friendly claims portal as being proposed in the Scheme As a result customers are less likely to submit a claim

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 25: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

25

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions

Assumption Detail

Unsecuredloans

As noted previously ICLrsquos principal asset comprises outstanding unsecured loans made to customers whilst ICL (and its subsidiaries) were in operation ICLrsquos total outstanding unsecured loan book was cpound148 million as at July 2019The unsecured loan profile consists of a high volume of customer accounts (489958 customers) with typically low value loan amounts outstanding (average of pound303 per loan) We understand a portion of the loan book ndash approximately pound453 million (or 30) ndash (ldquooutsourcedrdquo) is currently being managed and pursued by BW Legal Following a recent Company review ICL consider a further approximately pound884 million (or 60) of the loan book to be irrecoverable The remaining 10 of debts are being pursued by ICL in the ordinary course of business We understand the total loan book generates cash flow of cpound15m per annum (before costs) Management have advised that ICL made attempts to sell the ldquooutsourcedrdquo loan book earlier this year However this did not generate any appealing offer from the interested party ndash offers received were in the region of pound07 million to pound1 million Separately we understand an element of the remaining ldquocollectablerdquo book was sold to a purchaser realising c3-4p in pound unsecured loans outstanding [Management to confirm sale value of ldquocollectablerdquo book sold earlier in the year] In an insolvency a Liquidator is likely to adopt an alternative strategy to the collect-out process proposed during the term of the Scheme as a result of associated costs As well as the operational costs of retaining staff and maintaining premises the Liquidatorrsquos costs of reconciling receipts as well as communications with any appointed debt collection agent would need to be considered in the realisation strategyIn consideration of the above we have assumed a Liquidator would continue to pursue recovery of the debts for a short period following appointment Concurrently a Liquidator may seek a purchaser to transfer the Companyrsquos interests in the outstanding loans as a whole For the purposes of the estimated outcome statement it is assumed that collections are in line with the Companyrsquos historic recovery rates on defaulted loans However there would be additional risks to collections caused by an insolvency which could reduce recoveries further as set out below In an upside scenario we have assumed recoveries of 50 from estimated future cash flows totalling cpound17 million In a downside case we have assumed recoveries of pound08 million Please note Management have advised that recoveries in the respect to the loan book could be enhanced by ldquoworkingrdquo the outstanding loan book via a panel of appointed debt collection agents prior to seeking to sell the book as a whole However the expected uplift is uncertain and we have assumed that a Liquidator would pursue a rapid sale to minimise holding costs and therefore we have not included the uplift in our analysis

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 26: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

26

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Cash available on appointment

Management have provided an estimated cash flow to 30 September 2019 showing cash at bank totaling cpound13 million As previously reported ICLrsquos primary funding relates to shareholder contributions in the period Asset realisations relating to collections from the unsecured loan book and sale of the owned stock will also impact the cash at bank position on 30 September 2019In an upside scenario we have assumed all cash at bank will be available on appointment ndash cpound13 million ndash and in a downside scenario we have included a provision of 40 to reflect the potential for increased andor unforeseen costs in the period

Stock ICLrsquos stock comprises pledged items (being goods held by ICL relating to the former pawn broking business) and Company owned retail stock Management have advised that all owned stock will be sold prior to 30 September 2019 Therefore the stock available upon an appointment will comprise solely of pledged stock Based on the information available pledged stock is currently held at cost totaling pound04 million ICL currently estimate realisations of approximately pound05 million in a Scheme from pledged stock ndash comprising pound01 million of interest payable upon redemption and pound04 million of pledged stock sales (either by way of auction eBay or scrap sales) Following an appointment it is likely a Liquidator would engage specialist agents to assess the likely realisable value of stock held together with exploring the viability of selling all pledged stock to a competitor or other third party We understand pledged stock remains under the ownership of the customer until such time that it is sold and thereafter any surplus funds (over and above the initial pledge value) are paid to the customer Due to the risk of transferring third party owned items in an insolvency we expect separate legal advice would be required to determine whether a Liquidator would have the ability to transfer its interest in the pledged stock to a third party prior to any saleFor the purposes of the EOS we have assumed stock would likely be redeemed in line with ICLrsquos forecasts ndash totalling cpound01 million ndash and thereafter realised at 60 (or pound02 million) to 80 (or pound03 million) of pledged stock sales

Preferential creditors employee claims

It is anticipated that all employees of ICL will be made redundant on or after a short period following appointment resulting in preferential claims in the Liquidation We understand there are only likely to be six employees as at 30 September 2019 and as such we consider any preferential claims to be immaterial in the context of the estimated outcome and have rounded to nil for the purposes of this analysis We have made the same assumption in respect of any residual unsecured employee claims in the Liquidation

Intercompany claims

ICL is currently proposing to have intercompany balances to subsidiaries released upon the Scheme becoming effective In an insolvency scenario we have assumed the intercompany balances remain as the Scheme does not become effective Based on the latest information provided by ICL there are intercompany balances due by ICL totalling cpound854 million ndash we do not anticipate this balance to change materially to 30 September 2019For illustrative purposes we have only shown intercompany balances relating to associated entities outside the direct ICL group and those subsidiaries that have potential third party redress liabilities We have assumed all other intercompany creditor balances have no third party liabilities and therefore any distribution from ICL would ultimately flow back to the shareholder

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 27: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

27

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Key assumptions (cont)

Assumption Detail

Redress claim (cont)

In an insolvency scenario we anticipate the redress liabilities will be limited to those claimants who currently have direct claims in ICL This varies from the Scheme Outturn where redress claimants with claims against ICL Subsidiaries will be eligible to participate in the Scheme In the insolvency these Redress Creditors remain creditors of ICL Subsidiaries We would note that the population of ICL customers who may be eligible to submit a claim in both the Scheme and Insolvency scenario is the same in each however due to the factors detailed on pages 24 and 25 it is expected that an insolvency scenario would result in lower customer response rates although operational constraints may result in uphold rates being higher Should the actual quantum and value of Redress Creditors be lower in an insolvency scenario this would result in an increase in the relative payout rate however this is due to the same or very similar funds being available alongside a lower participation rate resulting in it being shared with smaller number of claimants and therefore is not a better overall outcome The successful outcome must be judged on both the payout rate and also the creditor participation rate although we note these have a negative correlation to each other Therefore to ensure that our EOS provides a meaningful comparison to the Redress Scheme Outturn analysis our EOS analysis applies the same methodology for calculating the quantum and value of Redress Creditors as used in the base case scenario in the Scheme Outturn We note the number of claimants who respond will only have a limited impact to the assets available for distribution to creditors as the automated claim adjudication process minimises the incremental operational cost On the basis of information available customers of ICL Subsidiaries have estimated claims of cpound111 million therefore reducing estimated Redress Creditor claims in ICL to approximately cpound60 million

Indemnity claims from ICL Subsidiaries

Under the terms of the indemnity provided by ICL to ICL Subsidiaries we have assumed the ICL Subsidiaries would submit claims in an insolvency of ICL equivalent to the estimated level of redress claims totalling cpound111 million

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 28: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Appendices

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 29: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

1 Group structure and intercompany

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 30: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

30

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Instant Cash Loans ndash summary group structure and intercompany balances

Instant Cash Loans Ltd

EAF Intermediary Holdings ILP (Cayman Islands)

Aurajoki Holdings UK Limited

The Old English Pawnbroking

Company Limited

Purpose UK Holdings Limited

Payday Express Ltd

Express Finance (Bromley) Ltd Gemgain Ltd

Cash a Cheque Holdings Great

Britain LtdFast Cash Ltd Cashier (UK)

Limited Rex Changes

MEM Holding Limited

MEM Capital Limited

Purpose Acquisitions

Company Limited

Inventive Finance Limited

MEM Consumer Finance Limited

Parker Fox Limited

Rent Assured Limited

The Pawnbroking Company Limited

AE Osborne amp Sons Ltd

Rex Johnson Online Limited

Robert Biggar (Estd 1930)

Limited

Cheque Changers Ltd

pound22m pound49mpound156m pound20mpound50m pound00mpound03m pound02m

pound00mpound26m pound37mpound30m

pound01m

pound09m

pound56m

pound37m

pound474m

pound04m

C

N DN

C C

N

C C CD C

C C

C

D

pound31m

pound10mpound00m

C

C C

C

DN

N

N N

pound01m

Keys Debtor Owes pound to Instant Cash Loans LtdD C Creditor Owed pound from Instant Cash Loans Ltd N No other intercompany balances

A B A owes B

Summary of Intercompany balances with Instant Cash Loans Ltd

Category Amount gtpound1m Amount ltpound1m Total

Creditor pound839m (8 Companies) pound20m (6 Companies) pound859m (14 Companies)

Debtor pound86m (2 Companies) pound01m (2 Companies) pound87m (4 Companies)DC

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 31: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

2 ICL - Scheme Outturn

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 32: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

32

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Redress Scheme Outturn is provided opposite which estimates a return to Redress Creditors of approximately 80p in the pound This is based upon response rates of 5 and 10 for retail and online customers respectively

Uphold rates customers in time estimates and average claim redress estimates in the forecast claim table below are understood to be based on the Companyrsquos historical experience dealing with customers

ICLrsquos Scheme Outturn ndash Redress Creditors

Year of first loan Number of loans

Historical customers ()Forecast complaint

numbers ()Customers in

time Eligible Customers

()Historical Category

Uphold Rate

Historical Average Claim

Redress (pound)

Redress Creditors claim

value (pound)Online Retail Total TotalPre 2013 1056932 797032 1853964

Less than 5 689102 450899 1140001 91455 50 45728 400 1222 22351645 to 8 147467 136058 283525 21550 50 10775 800 937 807679

9 or more 220363 210075 430438 32540 50 16270 3400 1890 104551182013-2015 266075 215553 481628 -

Less than 5 193763 160176 353939 27385 100 27385 500 846 1158390

5 to 8 42060 33149 75209 5863 100 5863 900 833 439583

9 or more 30252 22228 52480 4137 100 4137 2200 1049 954645

Post 2015 242423 78662 321085 -

Less than 5 231287 74563 305850 26857 100 26857 300 1172 944287

5 to 8 9762 3808 13570 1167 100 1167 300 1403 49102

9 or more 1374 291 1665 152 100 152 600 933 8506Total 1565430 1091247 2656677 211105 138333 17052473

Redress Creditors Scheme Outturn pound000

Shareholder Contributions - pre 30 Sep 19 3629Shareholder Contributions - post 30 Sep 19 16935Total Shareholder Contribution 20565Scheme Costs - pre 30 Sep 19 (1775)Redress claims - pre 30 Sep 19 (665)Scheme Costs - post 30 Sep 19 (4537)Available to Redress Creditors 13587Redress Creditors 17052Estimated return to Redress Creditors 80 ppound

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 33: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

33

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

ICLrsquos base case Non-Redress Scheme Outturn is outlined below which estimates a return to Non-Redress Creditors of approximately 13p in the pound

ICLrsquos Scheme Outturn ndash Non-Redress Creditors

Non-Redress Scheme Outturn

poundm Book values as at Sep 2019 Non-Redress Scheme Outturn

Assets not specifically pledged

Intangible assets 11 -

Tangible assets 92 -

Investments 787 -

Unsecured loans 41 29

Prepayments 15 -

Stock 08 05

Intercompany 93 -

Cash - -

1047 34

Costs of realisations

Less Agents fees 00

Less Scheme costs (04)

Less Contingency -

(04)

Net funds available to unsecured creditors 30

Unsecured creditorsTrade creditors (56) (56)

Intercompany creditors (792) (22)

FOS (30) (30)

Landlord claims (123) (123)

Redress claims (463) -

Employees -

Total unsecured creditors (1464) (231)

Surplus(shortfall) to unsecured creditors (201)

Estimated dividend to unsecured creditors 131

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 34: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

3 Redress claim profile

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 35: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

35

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Review of historical customer book and complaints received to date

The Company has reviewed the number of affordability related complaints it has received from customers to date As at October 2018 this consisted of

The Company has identified the following key categories within this historical claim data which impact the likelihood of a complaint being received and whether it will be upheld or not

Analysis of historical customer redress complaints

Customer complaints ndash key categories

Option Key considerations

Year customercommenced

The Company introduced improved affordability controls in 2015 As a result the likelihood of an affordability complaint being upheld are significantly reduced where the lending was performed post-2015

Pre-2013 DISP 282 [R] 30062016 states that the Ombudsman can not consider a complaint if the complainant refers it to the Financial Ombudsman Servicemdash More than six years after the event to which the loan was taken or (if older)mdash More than three years from which the customer became aware (or ought reasonably to have become aware) that they had cause for complaintLoans taken pre-2013 were taken more than six years ago and therefore to be eligible the client must have only become aware of being able to complain within the last three years This reduces the likelihood of the complaint being upheld

Loans taken by client

Management have identified that where a customer has taken more than 9 loans they are more likely to have their claim upheld In comparison where a customer has taken 5 or less loans they are likely to have their complaint rejected

Online v Retail Management have identified that customers who took a loan through the online business were more likely to submit complaints than those who took out their loans in retail storesICL has email addresses populated for 997 of Online customers and 36 of Retail customers (the bounce back rate following the sending of the PSL via email was 596) A customerrsquos email address in more likely to be current than their postal addresses and will drive a better response rate

Year of last loan

Historical customers () Affordability complaints () of population

Online Retail Total Online Retail Total Online Retail TotalPre 2013 1056932 797032 1853964 25683 4277 29960 24 05 16

2013-2015 266075 215553 481628 9396 980 10376 35 05 22

Post 2015 242423 78662 321085 7300 225 7525 30 03 23

Total 1565430 1091247 2656677 42379 5482 47861 30 03 23

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 36: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

36

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Comparison of response rates to other redress schemes

In determining the expected customer response rates Management have used experience from a prior remediation program the Company performed in early 2018 which related to customers active in the period 3 August 2016 to 6 November 2016 As part of this program the Company performed two pilot schemes to assess customer response rates Included in this exercise was a telephone contact exercise to understand the reasons why customers had not responded

We also note the response rates in other similar situations including

mdash Curo Transatlantic Limited trading as WageDay Advance ndash a payday lender which entered insolvency on 25 February 2019 due to significant customer redress claims and

mdash Affinion International ndash a card security product provider which entered a Scheme of Arrangement in 2016 to redress certain customers who had been missold

Redress Scheme Outturn ndash Comparative redress programs

Comparative redress schemes

Redress scheme Response rate Reasons comparative may be overstated Reasons comparative may be understated

ICL prior redress scheme ndash Customer deemed impacted so offered pound75

Circa 40 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Certainty that customers had a claim and for a known amountmdash Instant payment for customer ndash minimum required actionmdash Customer received 100 of redress amount whilst Scheme payout

is uncertain

mdash Scheme payout likely to be higher (average redress claim in Scheme is pound1400 although only partially paid)

mdash Scheme likely to be subject to greater publicity and media interest

ICL prior redress scheme ndash Customer impact uncertain so required to complete a questionnaire

Circa 7 mdash Customer book was less than two years old therefore contact details likely to be more complete and accurate

mdash Scheme payout likely to be higher with average redress claim of pound1400

mdash Claim uphold rate for this population was low

Curo Circa 30 (remains open)

mdash Company advised the customer of their calculated claim value giving certainty

mdash Claim process required minimal customer input to complete

mdash Curo is in insolvency with a lower expected outcome for creditors of 10ppound

Affinion International 268 (by number)

mdash Customer had certainty that they had a claim although amount not stated (100 uphold rate for claims submitted before deadline)

mdash Customer received 100 of redress amountmdash Customer due to receive payment of funds quickermdash Different customer profile as relates to bank card security

mdash Customers sent a claim pack by post and required to then submit a claim ndash less customer friendly than a claim portal

mdash Average estimated compensation of pound180 per customer is lower

mdash Similar customer age of up to 11 years

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 37: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

37

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The key risks are split across two categories and have differing impacts Risks around the Redress Funds will impact the funds available to the Redress Creditors Risks in relation to the value of Redress Liabilities impact how diluted Redress Creditors are and hence the level of pay out There is uncertainty regarding the proportion of Redress Creditors who will respond and participate in the Scheme and the value assigned to their claim A high Redress Scheme Outturn may be as the result of a low customer participation rate and therefore not be deemed a good outcomeRedress Fundsmdash There is risk that the Shareholder does not make the Shareholder Contributions particularly if Dollar does not make the indemnity payment to the Shareholdermdash The Shareholder Contributions are subject to foreign exchange rate risk as they are being made in USD over a period of 14 months whilst creditor payments will be made in GBPmdash Scheme Costs deducted from the Shareholder Contributions The majority of costs are estimates and based on current working assumptions For example the s166 Skilled

Person review of the automated customer complaint process may result in certain changes being required which result in greater operational costs or referrals to the Scheme Adjudicator may be higher than expected resulting in the Schemer Adjudicator incurring more cost than expected

Redress CreditorsManagement have forecast participation rates based on historical complaint levels and experience from other similar schemes However we note the following key risksmdash The Scheme is not business as usual and there is limited information available on customer behavior from comparative schemes Therefore there is significant uncertainty

around customer behaviour and uptake mdash Management have calculated the expected response and uphold rates based on the Companyrsquos historical complaint data ndash the historical rates may not reflect the remaining

claimant population and therefore the actual uptake may be materially differentmdash In the proposed Scheme the claim adjudication process would be automated rather than a manual review as performed historically Due to limitations in the automation of

the adjudication process this is expected to result in a greater percentage of customer complaints being upheld However the claim adjudication process is yet to be determined and will be subject to a skilled person review and therefore we are unable to comment on how it may impact claim uphold rates and redress values

mdash The Companyrsquos customer base dates back to 2007 with 79 of the expected customer redress claim value relating to customers over 6 years old This includes both online and retail customers The accuracy of customer contact details and whether email details are available will drive response rates

mdash Media attention is likely to significantly impact customer behaviours driving both the level of response rates and whether customers are guided to ensure questions within the claim form are answered in a manner that results in claims being upheld through the automated process There are certain active sector specialists (Debt Camel MoneySavingExpert) whose coverage of the Scheme may have a significant impact on customer behaviour

mdash The customer base is retail and largely financially unsophisticated and may find the correspondence relating to the Scheme difficult to follow Therefore a simple process explained in plain English with minimal customer requirements is likely to significantly impact response rates

mdash CMCs have been highly active in pursuing customer redress complaints against the Company However the Scheme is likely to significantly reduce their interest and level of activity as customers are contacted directly by the Company and the claim process is relatively simple

Redress Scheme Outturn ndash Key risks

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 38: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

4 Illustrative estimated outcome ndash assumptions

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 39: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

39

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions

Assumption Detail

Scenario For illustrative purposes we have assumed a Liquidation appointment would occur on or around 30 September 2019 ndash the proposed Scheme effective date

In this scenario we have assumed an appointment occurs following an unsuccessful outcome at the Scheme creditors meeting Therefore absent any further committed funding it is likely ICL will become cash flow insolvent and an insolvency process would be required to protect the interests of creditors

As ICL has ceased trading ndash for the purposes of the estimated outcome analysis ndash it is assumed that a sale of the business assets on a going concern basis via a pre-packaged administration is not viable and a Liquidation process would be required to wind-up the business

In insolvency it is likely that the loan book would be collected out with the remaining assets being realised on a piecemeal basis and any remaining employees made redundant resulting in preferential claims against the insolvent estate

We have illustrated downside and upside scenarios for prudence

Security We understand that ICL currently has six charges registered and outstanding per latest data available at Companies House Management have advised that there are no amounts outstanding under the registered charges and therefore we have assumed that all assets are unencumbered for the purposes of the EOS analysis

Entity entitled Description Created Registered

Deutsche Bank Trust Company Americas Charge code 0268 5515 0015 19 August 2019 5 September 2016

Jefferies Finance LLC Charge code 0268 5515 0014 31 July 2014 6 August 2014

Deutsche Bank Trust Company Americas as security trustee Charge code 0268 5515 0013 13 June 2014 19 June 2014

Jefferies Finance LLC as security trustee Charge code 0268 5515 0012 13 June 2014 19 June 2014

Myan Investments Limited Legal charge 1 July 2005 14 July 2005

Amir Pirmohamed Rent and dilapidations deed 24 January 2003 5 February 2003

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 40: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

40

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Intangibleassets

The Company has advised that it holds very little by way of brands andor trademarks of value and that the vast majority of intangibles held on the balance sheet represent goodwill generated from historic acquisitions

As noted previously we understand ICLrsquos subsidiaries are dormant with no assets (other than any intercompany balances due from ICL) and therefore we have assumed no value will be attributable to goodwill

Tangible assets

The Company have advised that tangible assets comprise primarily of fixtures and fitting computer equipment and leasehold improvements In addition a significant proportion of the book value held on the balance sheet (cpound59 million) relates to capitalised expenditure for Internally Developed Software (ldquoIDSrdquo) ndash Management have advised that this project was incomplete at the time the Company ceased trading as such we have assumed there are no realisations attributable to IDS

Management have also advised that cpound21 million of tangible assets were sold as part of the wider sale of certain stores in MayJune 2019 We have assumed the remaining moveable assets (ie residual IT equipment and furniture) will have minimal realisable value in an insolvency

Investments ICLrsquos investments comprise its interests in dormant UK subsidiaries in the Group We understand it is Managementrsquos intention for these entities to enter into solvent winding-up processes prior to 30 September 2019 and therefore it is anticipated that there will no recoveries in respect of ICLrsquos investments

Prepayments As noted previously following the closure of stores and cessation of trade ICL are now only making payment to business critical suppliers in the lead up to the proposed Scheme Accordingly we anticipate that a significant portion of prepayments will have been utilised by end of September 2019 and there will be no amounts recoverable in a Liquidation scenario

Intercompany ICL currently forecast that there will be intercompany debtor balances with a book value totalling cpound92 million outstanding as at 30 September 2019

c98 of intercompany balances are due from dormant UK subsidiaries with the remaining due from non-trading overseas entities We consider that there will be no recoveries upon an insolvency

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 41: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

41

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

Illustrative Estimated Outcome ndash Further assumptions (cont)

Assumption Detail

Landlord claims

We have reviewed Managementrsquos landlord claim calculation and consider their estimates to be reasonable ndash we would note that Managementrsquos calculations do not include discounting or assumptions regarding mitigation however we consider the amounts to be immaterial given the level of claims The methodology for the standard ldquoPark Airrdquo claim calculation is summarised below for referencea any arrears of rent service charges insurance and other claims arising under that relevant lease plusb an allowance for dilapidations varying based on the property type plusc in respect of particular premises the total amount of unpaid rent and service charge assessed to be due to the relevant landlord for the minimum

remaining term under the relevant lease or lease terms set out in the relevant agreement for lease where ldquominimum remaining termrdquo means the period between the Next Payment Date to the earlier ofi the next tenant break under the terms of the relevant lease orii the expiry of the relevant lease

Lessd an amount representing the potential for landlords to re-let the premises This amount will be calculated using the estimated period which it will take a

Landlord to re-let the Premises and the estimated period of agreed rent free occupation for the relevant premises together with the amount of current rent which it is estimated will be achieved again for the relevant premises

Lesse a further amount equal to any rent and service charge receivable from any sub-tenant for the period of the sub-tenancy but only in cases where the

premises are wholly subletNote Elements of the landlordsrsquo claims which would under normal circumstances be paid at a future date will be subject to a 5 discount

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42

Entity entitled

Description

Created

Registered

Deutsche Bank Trust Company Americas

Charge code 0268 5515 0015

19 August 2019

5 September 2016

Jefferies Finance LLC

Charge code 0268 5515 0014

31 July 2014

6 August 2014

Deutsche Bank Trust Company Americas as security trustee

Charge code 0268 5515 0013

13 June 2014

19 June 2014

Jefferies Finance LLC as security trustee

Charge code 0268 5515 0012

13 June 2014

19 June 2014

Myan Investments Limited

Legal charge

1 July 2005

14 July 2005

Amir Pirmohamed

Rent and dilapidations deed

24 January 2003

5 February 2003

Page 42: Project Chelmer - The Money Shop · and through a network of stores together with pawn broking services. It ceased providing new loans in August 2018 and ceased any new pawn broking

Document Classification KPMG Confidential

copy 2019 KPMG LLP a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (ldquoKPMG Internationalrdquo) a Swiss entity All rights reserved

The KPMG name and logo are registered trademarks or trademarks of KPMG International | CREATE CRT117178B

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity Although we endeavour to provide accurate and timely information there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future No one should act on such information without appropriate professional advice after a thorough examination of the particular situation

kpmgcomuk

  • Project Chelmer
  • Notice About this report
  • Glossary
  • Contents
  • Executive summary
  • Executive summary
  • Introduction
  • Overview of business
  • Overview of business (cont)
  • Overview of Scheme
  • Scheme outturn ndash Redress Creditors
  • Redress Creditors Scheme Outturn
  • Redress Creditors Scheme Outturn ndash Redress Creditors Claim Value
  • Redress Scheme Outturn ndash Key assumptions and risks
  • Redress Scheme Outturn ndash Key assumptions and risks (contrsquod)
  • Redress Scheme Outturn ndash Range of outcomes
  • Scheme Outturn ndash Non-Redress
  • Non-Redress Scheme Outturn
  • Non-Redress Scheme Outturn ndash Assumptions and Risks
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Insolvency
  • Illustrative Estimated Outcome ndash Key risks
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key risks (cont)
  • Illustrative Estimated Outcome ndash Key assumptions
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Illustrative Estimated Outcome ndash Key assumptions (cont)
  • Appendices
  • 1 Group structure and intercompany
  • Instant Cash Loans ndash summary group structure and intercompany balances
  • 2 ICL - Scheme Outturn
  • ICLrsquos Scheme Outturn ndash Redress Creditors
  • ICLrsquos Scheme Outturn ndash Non-Redress Creditors
  • 3 Redress claim profile
  • Analysis of historical customer redress complaints
  • Redress Scheme Outturn ndash Comparative redress programs
  • Redress Scheme Outturn ndash Key risks
  • 4 Illustrative estimated outcome ndash assumptions
  • Illustrative Estimated Outcome ndash Further assumptions
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Illustrative Estimated Outcome ndash Further assumptions (cont)
  • Slide Number 42