Exhibit 10.19

 

 

 

 

  

  

 

 

 

 

 

 

 

 

High Court of Justice 007199

 

Legacy Education Alliance International Ltd

In Administration

 

 

 

THE JOINT ADMINISTRATORS’ PROPOSAL

 

 

 

Nicholas Simmonds and Paul Zalkin Joint Administrators

 

Quantuma LLP

 

3rd Floor, 37 Frederick Place, Brighton, Sussex, BN1 4EA

 

01273 322400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

The Joint Administrators’ Proposal

 

 

Contents

 

    1. Executive Summary  
    2. Statement of Pre-Administration Costs  
    3. The Joint Administrators’ Fees  
    4. The Joint Administrators’ Expenses  
    5. Proposed Work to be Undertaken  
    6. Other Information to Support the Proposed Fees  
    7. The Joint Administrators’ Discharge  
    8. Invitation to Form a Creditors’ Committee  
    9. Approval Process  

  

Appendices

 

  I. The Statement of Proposals  
  II. Breakdown of Pre-Administration Time Costs for Quantuma LLP  
  Ill. Charge-out Rates and Bases of Disbursements (“Quantuma LLP’s Summary”)  
  IV. Breakdown of the Joint Administrators’ Time Costs from 15 November 2019 to 6 January 2020  
  V. Information to Support the Joint Administrators’ Fee Proposal  
  VI. Notice of Decision Procedure I Voting Form I Proof of Debt  
  VII. Notice Seeking Deemed Consent  
  VIII. Notice of Invitation to Form a Creditors’ Committee  

   

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Legacy Education Alliance International Ltd (In Administration)

 

The Joint Administrators’ Proposal

 

 

1.Executive Summary

 

1.1This Proposal incorporates the Statement of the Joint Administrators’ Proposals prepared pursuant to Paragraph 49(1) of Schedule B1 of the Act attached at Appendix I.

 

1.2The business was established in 2001 and the principal activity of the Company was to provide training and mentorships in regards to property investment, and traded from a serviced office at 5 Kew Road, Richmond, Surrey TW9 2PR. On 15 November 2019, Nicholas Simmonds and Paul Zalkin of Quantuma LLP were appointed Joint Administrators of the Company by Creditors.

 

1.3As explained in more detail in the Statement of Proposals, the Joint Administrators are currently pursuing the second statutory objective of achieving a better result for the Company’s creditors as a whole than would be likely if the Company were wound up (without first being in Administration).

 

1.4A summary of the current and anticipated future positions are detailed below

 

Assets

 

Asset

 

 

 

Realisations to date (£)

  

Anticipated future realisations

(£)

  

Total anticipated realisations

(£)

 
Cash at bank   507,236    -    507,236 
Sale of business   100,000    201,000    301,000 
Intercompany loans incl. properties   -    Uncertain    Uncertain 
Rent deposits   -    Uncertain    Uncertain 
Funds from merchant services   -    Uncertain    Uncertain 
Total   607,236    201,000    808,236 

 

Expenses

 

 

 

Expense

 

Expense incurred to

date (£)

  

Anticipated

further expense (£)

  

Total

anticipated expense (£)

 
Joint Administrators’ fees   47,789    116,300    164,089 
Solicitors’ fees   -    22,500    22,500 
Agents’ fees   -    30,000    30,000 
Total   47,789    168,800    216,589 

 

Dividend prospects

 

Creditor class   

Distribution / dividend paid to date

  

Anticipated distribution /

dividend

Unsecured creditors   -   28.8p in the £

  

1.5The Statement of Proposals at Appendix I provides explanations of the events leading to the Administration and the progress of the Administration to date, as well as other statutory information.

 

1.6This Proposal provides more detailed information on the work that the Joint Administrators anticipate they will undertake to complete the Administration together with their proposed basis of fees. To put this request into context, this Proposal provides further information on the Joint Administrators’ costs to date, including the costs incurred prior to AdmInistratIon. It also explains other matters for creditors’ consideration, such as the proposed timing of the Joint Administrators’ discharge on conclusion of the Administration.

  

1.7Definitions of the terms used in this Proposal are provided in Appendix I together with all statutory information pertaining to the Company.

 

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Legacy Education Alliance International Ltd (In Administration)

 

The Joint Administrators’ Proposal

 

 

2.Statement of Pre-Administration Costs

 

2.1Pre-administration costs are defined in the Insolvency Rules as fees charged and expenses incurred by the Administrators or their firm, or another person qualified to act as an insolvency practitioner, before the company entered Administration but with a view to its doing so

 

2.2This statement outlines those fees and expenses that were paid prior to the Administration and those where approval is being sought to pay them from Administration funds

 

2.3The following tasks and matters were considered to be necessary to placing Legacy Education Alliance International Ltd into Administration.

 

2.4Prior to Administration, the proposed Joint Administrators gathered information on the Company to ensure that they were in a position to consent to act as Joint Administrators and to formulate an initial strategy for pursuing achievement of an Administration objective. This work was carried out prior to Administration so that there would be no delay in the Joint Administrators implementing the strategy immediately on appointment. In this way, the business could be maintained as a trading entity on Administration, which improved the likelihood that significantly enhanced realisations could be achieved for the business and assets, thus furthering the second objective of achieving a better result for creditors as a whole than would be likely if the Company were wound up. This work was expected to have a financial benefit for creditors, as the strategy of pursuing the second Administration objective would improve the prospects of recovery, even avoiding some claims arising, e.g. those of the employees.

 

2.5The pre appointment costs of the Joint Administrators In the sum of £21,221 were incurred in relation to activities outlined above.

 

2.6Attached at Appendix II Is a breakdown of the time costs of the Joint Administrators and their staff incurred prior to Administration and included within Appendix Ill are Quantuma LLP’s charge-out rates and bases of disbursements.

 

2.7We are unaware of any additional costs incurred by any other professionals qualified to act as an insolvency practitioner in respect of the Company. Should any claims subsequently come to light, they will be dealt with in the manner provided for by the Insolvency Rules

 

2.8A summary of the total costs incurred together with details of those which were paid pre-Administration and the amounts remaining outstanding, follows below.

 

  

Total cost

incurred

   Amount Outstanding 
   £   £ 
Administrators’ pre-administration Remuneration   21,221    21,221 
Petitioners’ costs   109,955    109,955 
Total Amount Outstanding       £131,176 

  

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Legacy Education Alliance International Ltd (In Administration)

 

The Joint Administrators’ Proposal

 

 

2.9Consequently the unpaid pre-Administration costs are as follows

  

   £ 
Quantuma LLP’s time costs (see Appendix II)  £21,221 
Petitioning creditors’ costs   £109,955 
Total  £131,176 

 

2.10I am seeking to recover all the unpaid pre-Administration costs and expenses scheduled in paragraph 2 9 above as an expense of the Administration.

 

2.11The payment of the unpaid pre-Administration costs as an expense of the Administration is subject to approval under Rule 3.52 of the Rules and is not part of the Statement of Proposals subject to approval under Paragraph 53 of Schedule B1 of the Act. Further explanation of the approval process is provided in Section 9.

 

2.12Please note that the petitioning creditors’ costs are to be paid as an expense of the administration as ordered by the Court.

 

3.The Joint Administrators’ Fees

 

3.1The Joint Administrators propose to fix their fees on the following basis:

 

(i)the time properly given by the Joint Administrators and their staff in attending to matters arising in the Administration, such time to be charged at the prevailing standard hourly charge out rates used by Quantuma LLP at the time the work is performed (plus VAT);

 

3.2Attached at Appendix IV is a breakdown of the lime costs incurred in the Administration to 6 January 2020. The Statement of Proposals provides an account of the work undertaken to date and Appendix V provides a detailed list of work undertaken and proposed to be undertaken by the Joint Administrators and their staff.

 

3.3The charge-out rates of the Joint Administrators and their staff are detailed in Appendix III. The appropriate staff have been assigned to work on each aspect of the case based upon their seniority and experience, having regard to the complexity of the relevant work, the financial value of the assets being realised and claims being agreed. The grades of staff instructed to assist in this matter and their key responsibilities include.

 

Administrators: maintenance of the creditors’ contacts database, assisting with creditors’ queries and routine correspondence, assisting in the realisation of assets, employee matters, liaising with creditors and debtors, preparing reports to creditors and other statutory matters, and managing the cashiering function

 

Managers: on-site attendance, reviewing the Company’s position and affairs, handling asset realisations, reviewing draft statutory reports to creditors and overseeing the tax and VAT aspects of the case

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3.4Creditors may access a Guide to Administrators’ Fees effective from 6 April 2017 at http://www.quantuma.com/guide/creditors-guide-fees/ or a hard copy will be provided on request free of charge.

 

3.5Further information is set out below and in the appendices to explain the future time costs that the Joint Administrators anticipate incurring in this Administration.

 

4.The Joint Administrators’ Expenses

 

4.1Expenses are amounts properly payable by the office holder from the estate which are not otherwise categorised as the office holder’s remuneration or as a distribution to a creditor or creditors. These may include, but are not limited to, legal and agents’ fees, trading expenses and tax liabilities.

 

4.2Disbursements are expenses initially met by, and later reimbursed to, an office holder in connection with an insolvency appointment and will fall into two categories: Category 1 and Category 2.

 

Category 1 disbursements are payments to independent third parties where there is specific expenditure directly referable to the appointment in question. These are charged to the estate at cost with no uplift. These include, but are not limited to, such items as advertising, bonding and other insurance premiums. Legislation provides that administrators may discharge Category 1 disbursements from the funds held in the insolvent estate without further recourse to creditors

 

Category 2 disbursements are also directly referable to the appointment in question but not to a payment to an independent third party. Payments may only be made in relation to Category 2 disbursements after the relevant creditors have approved the bases of their calculation.

 

4.3Appendix III provides details of the bases of Category 2 disbursements that the Joint Administrators propose to recover from the insolvent estate and also provides details of the Category 1 and 2 disbursements as well as the other expenses that the Joint Administrators expect to incur in the Administration.

 

5.Proposed Work to be Undertaken

 

5.1Set out in Appendix V is a detailed list of tasks that the Joint Administrators propose that they and their staff will undertake together with their estimates of the time these tasks will take to carry out in total. The most material tasks are summarised below. The Estimated Outcome Statement attached to the Statement of Proposals provides an overview of the financial benefit that this work is expected to bring to creditors.

 

Administration (including Statutory Reporting)

 

5.2The Joint Administrators are required to meet a considerable number of statutory and regulatory obligations. Whilst many of these tasks do not have a direct benefit in enhancing realisations for the insolvent estate, they assist in the efficient and compliant progressing of the administration, which ensures that the Joint Administrators and their staff carry out their work to high professional standards.

 

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5.3Primarily, these tasks include:

 

Meeting all statutory reporting and filing requirements, including 6-monthly reports, seeking an extension where necessary, and issuing a final report and notices;

 

Consulting with and instructing staff and independent advisers as regards practical, technical and legal aspects of the case to ensure efficient progress;

 

Maintaining case files, which must include records to show and explain the administration and any decisions made by the Joint Administrators that materially affect the administration;

 

Conducting periodic case reviews to ensure that the administration is progressing efficiently, effectively and in line with the statutory requirements; and

 

Maintaining and updating the estate cash book and bank accounts, including regular bank reconciliations and processing receipts and payments.

 

Investigations

 

5.4The Joint Administrators examine the conduct of the Company and its directors prior to the Administration with two main objectives:

 

To identify what assets are available for realising for the benefit of creditors, including any potential actions against directors or other parties, such as challenging transactions at an undervalue or preferences; and

 

To enable the Joint Administrators to report to the Insolvency Service on the conduct of the directors so that the Insolvency Service may consider whether disqualification proceedings are appropriate (“CDDA” work).

 

5.5In the early stages of the Administration, this work involves examining the Company’s books and records, considering information received from creditors and the Company’s accountants and seeking information from the Company’s directors and other senior staff by means of questionnaires and/or interviews.

 

5.6In the event that questionable transactions are identified, it may be necessary to conduct further investigations and instruct solicitors to assist in deciding the Joint Administrators’ next steps in pursuing a recovery. If a potential recovery action is identified, it may be necessary to instruct professional agents in gathering evidence and in exploring further the existence and value of assets to target. If the Joint Administrators encounter resistance in making a recovery, formal legal action may be appropriate.

 

5.7In addition, if the Insolvency Service decides to proceed with a disqualification, the Joint Administrators will be required to assist the Insolvency Service’s investigators in their work, which may include providing the investigators with access to the Company’s books and records and agreeing statements to be given in evidence of those proceedings.

 

5.8At this early stage, it is difficult to estimate the likely time costs and expenses that may be incurred in this work. The Fees and Expenses Estimates presented below reflect the anticipated work in identifying potential causes of action If any are identified and the Joint Administrators consider that additional work is required, they may revert to the relevant creditors to seek approval for fees in excess of the estimate.

 

5.9We would comment that significant deficiencies in the information available in regards to the intercompany position between the Company, its US parent and other connected companies. The Joint Administrators have already identified this as a specific area which requires investigation.

 

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Realisation of assets

 

5.10The Statement of Proposals summarises the work carried out by the Joint Administrators to date in realising the Company’s assets. The principal matters that require further work are:

 

Collecting the deferred consideration for the sale of the business and assets as and when it becomes due;

 

Monitoring the purchaser’s licence to trade/occupy and assisting to arrange an assignment or surrender of the lease;

 

Monitoring of the training to be provided by the purchaser to existing students;

 

Pursuing the merchant services provider for any residual balances held; and

 

Establishing if there are sums due in respect of the inter-company balances and should it prove that there are claims in favour of the Company, pursuing settlement of these including the realisation of properties purchased using Company funds.

 

Trading

 

5.11Although the Company is no longer trading, there remain some matters to resolve, such as:

 

Settling all post-appointment accounts with suppliers;

 

Concluding the trading accounts, and

 

Submitting all post-appointment tax returns and settling liabilities

 

Creditors (claims and distributions)

 

5.12As the Statement of Proposals explains, there a number of different classes of creditor involved in the Administration that require the Joint Administrators’ attention. In particular, the Joint Administrators anticipate conducting the following key tasks:

 

Reviewing claims submitted by the tax departments and, where it is appropriate, examining the Company’s records to appeal assessments or adjudicate on the Crown’s claims;

 

Responding to creditors’ queries and logging their claims and supporting information;

 

Maintaining the database as regards creditors’ contact details and claims,

 

Dealing with a creditors’ committee, if one is appointed;

 

Proposed work to be undertaken by the Joint Liquidators

 

5.13At present, it appears possible that there will be sufficient funds to pay a dividend to unsecured creditors (other than by way of the prescribed part). As this will be carried out once the Company has moved from Administration to CVL, separate Fees and Expenses Estimates for the Liquidation have been provided at Appendix V.

 

5.14Creditors will appreciate that it is difficult to estimate the time and expenses likely to be incurred by the Joint Liquidators at this time, not least because it is difficult to know when the Company will move from Administration to CVL and consequently what work will have been done by the Joint Administrators by the time that the move takes place. Therefore, although much of the time estimated to be incurred in the activities listed above has been included in the Joint Administrators’ Fees Estimate, in the event that the Administration moves to CVL sooner than anticipated, the Joint Liquidators are likely to incur a proportion of the time currently allocated to the Joint Administrators, for example in concluding the collection of deferred consideration.

 

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5.15In any event, the Joint Liquidators will be required to carry out the following activities in addition to continuing to realise the Company’s assets and conduct investigations, where these have not been completed in the Administration.

 

Meeting statutory requirements including: issuing notices on appointment; issuing annual progress reports and a final account to creditors; and completing periodic tax returns;

 

Maintaining case files, which must include records to show and explain the administration of the liquidation and any decisions made by the Joint Liquidators that materially affect the administration;

 

Conducting periodic case reviews to ensure that the liquidation is progressing efficiently, effectively and in line with the statutory requirements;

 

Maintaining and updating the estate cash book and bank accounts, including regular bank reconciliations and processing receipts and payments;

 

Adjudicating on all creditors’ claims with the assistance of solicitors where necessary;

 

Giving notice of the intention to declare a dividend, and

 

Calculating, declaring and paying dividends to creditors and dealing with unclaimed dividends

 

6.Other Information to Support the Proposed Fees

 

6.1Attached at Appendix V is an estimate of the time that the Joint Administrators envisage the above work will take to complete. Appendix V also provides their estimate of the expenses that have been or are likely to be incurred.

 

6.2Please note that the estimates have been provided on the assumptions given below. In the event that it proves necessary for the Joint Administrators to incur additional expenses in performing their duties, they will provide further details in their progress reports, but there is no statutory obligation to ask creditors to approve any adjusted Expenses Estimate. In the event that the Joint Administrators incur time costs in excess of the Fees Estimate, they will only revert to the relevant creditors for approval if they propose to draw any fees in addition to those estimated from the insolvent estate.

 

6.3In summary, the Joint Administrators propose that their fees be fixed on the basis of time costs and they estimate that they and their staff will spend time totalling £164,089 in conducting the tasks described. This estimate includes the time spent to date of £47,789, as described in Appendix IV. Further, they estimate that their time costs for the Liquidation will total £43,546.

 

6.4The Fees and Expenses Estimates have been compiled on the assumptions set out below. Please note that these are assumptions only for the purposes of preparing the Estimates in accordance with the statutory provisions. It has been assumed that.

 

investigations to the extent described in section 5 above will be carried out;

 

no exceptional work will need to be conducted in order to realise the remaining assets and collect in the deferred consideration;

 

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there will be no requirement to hold a physical creditors’ meeting or additional decision procedure to consider the matters covered by this Proposal; and

 

there will be no need to extend the Administration.

 

6.5On the basis of these assumptions, the Joint Administrators do not anticipate that it will be necessary to seek additional approval from the relevant creditors for fees in excess of the Fees Estimate. However, in the event that the Administration does not proceed as envisaged, the Joint Administrators will seek approval for any fees in addition to those estimated that they wish to draw from the insolvent estate.

 

7.The Joint Administrators’ Discharge

 

7.1The appointment was made under Paragraph 10 of Schedule B1 to the Act upon the application to court by a creditor and the Act requires that an application to court prior to ceasing to act be made by the Joint Administrators to obtain their discharge from liability.

 

8.Invitation to Form a Creditors’ Committee

 

8.1Attached at Appendix VIII is a Notice of Invitation to Form a Creditors’ Committee The purpose of the Committee is to assist the Joint Administrators in discharging their functions. In particular, a Creditors’ Committee takes on the responsibility for approving the basis of the Joint Administrators’ fees and other costs described above.

 

8.2In the absence of a Committee, this responsibility falls to the unsecured creditors. The Joint Administrators do not see a need for a Committee to be formed in this case.

 

8.3Notwithstanding this, creditors are entitled to seek the formation of Committee, provided that there are sufficient nominations to form a Committee. At least three nominations would be required and the requisite majority of creditors would also need to object to the proposed decision not to form a Committee. Appendices VII and VIII provide further information on these steps.

 

9.Approval Process

 

9.1The Joint Administrators are proposing the decisions set out below by means of the process set out in Rule 15.7 (Deemed Consent) of the Rules. Creditors are not required to vote on these proposed decisions, but they may object to their approval. Please see the Notice Seeking Deemed Consent attached at Appendix VII for further information

 

That the Joint Administrators’ Proposals (i.e. the statutory Statement of Proposals at Appendix I), be approved;

 

That a Creditors’ Committee will not be established; and

 

That the Joint Administrators be discharged from liability in respect of any action undertaken by them pursuant to Paragraph 98 of Schedule B1 of the Act, such discharge to take effect when the appointment of Joint Administrators ceases to have effect, as defined by the Act, unless the court specifies a time.

 

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9.2the Joint Administrators are seeking creditors’ approval of the proposed decisions set out below by means of a vote by correspondence. Creditors are invited to vote on these proposed decisions by completing and returning the enclosed voting form together with a proof of debt form, if one has not already been submitted. These forms are attached at Appendix VII together with a Notice of Decision Procedure setting out the following proposed decisions:

 

That the Joint Administrators’ fees be fixed by reference to the time given by them and their staff in attending to matters arising in the Administration, such time to be charged at the hourly charge out rate of the grade of staff undertaking the work at the time it was undertaken;

 

That the Joint Administrators be authorised to recover all Category 2 disbursements, calculated on the bases detailed in Quantuma LLP’s Summary; and

 

That the unpaid pre-Administration costs set out in the Joint Administrators’ Proposal be approved.

 

9.3The Joint Administrators must receive completed forms by no later than 23 59 on 23 January 2020 to enable your vote to be counted

 

9.4Whilst a vote by correspondence is being sought, creditors who meet a statutory threshold as set out in the Notice attached at Appendix VII can require that a physical meeting of creditors be convened. Such a request must be made to the Joint Administrators within 5 business days of the date on which this Proposal was delivered. If you wish to request a physical meeting, please set out in writing which of the decision(s) above you wish the meeting to consider

 

Should you have any queries in regard to any of the above please do not hesitate to contact Sam Hewitt on 01273 322400 or by e-mail at Sam Hewitt@Quantuma com.

 

Dated this 8 January 2020

 

/s/ Nicholas Simmonds  
Nicholas Simmonds  
Joint Administrator  

 

Licensed in the United Kingdom to act as an insolvency practitioner by the Insolvency Practitioners Association

 

The affairs, business and property of Legacy Education Alliance International Ltd (In Administration) are managed by the Joint Administrators, who act as agents of the Company and contract without personal liability

 

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APPENDIX I

 

 

Legacy Education Alliance International Ltd (In Administration)

 

 

 

STATEMENT OF THE JOINT ADMINISTRATORS’ PROPOSALS

PURSUANT TO SCHEDULE B1 OF THE INSOLVENCY ACT 1986

 

 

 

 

Appendix I

to the Joint Administrators’ Proposal

  

High Court of Justice No. 007199

  

Legacy Education Alliance International Ltd

In Administration

 

STATEMENT OF THE JOINT ADMINISTRATORS’ PROPOSALS

PURSUANT TO SCHEDULE B1 OF THE INSOLVENCY ACT 1986

 

Nicholas Simmonds and Paul Zalkin

Joint Administrators

 

Quantuma LLP

 

3rd Floor, 37 Frederick Place, Brighton, Sussex, BN1 4EA

 

01273 322400

 

Disclaimer Notice

 

This Statement of Proposals has been prepared by Nicholas Simmonds and Paul Zalkin, the Joint Administrators of Legacy Education Alliance International Ltd, solely to comply with their statutory duty under Paragraph 49, Schedule B1 of the Insolvency Act 1986 to lay before creditors a statement of their proposals for achieving the purposes of the Administration and for no other purpose. It is not suitable to be relied upon by any other person, or for any other purpose, or in any other context

 

Any estimated outcomes for creditors included in this Statement of Proposals are illustrative only and cannot be relied upon as guidance as to the actual outcomes for creditors

 

Any person that chooses to rely on this document for any purpose or in any context other than under Paragraph 49, Schedule B1 of the Insolvency Act 1986 does so at their own risk. To the fullest extent permitted by law, the Joint Administrators do not assume any responsibility and will not accept any liability in respect of this Statement of Proposals.

 

The Joint Administrators act as agent for Legacy Education Alliance International Ltd and contract without personal liability. The appointment of the Joint Administrators is personal to them and, to the fullest extent permitted by law, Quantuma LLP does not assume any responsibility and will not accept any liability to any person in respect of this Statement of Proposals or the conduct of the Administration

 

All licensed Insolvency Practitioners of Quantuma LLP are licensed in the UK to act as Insolvency Practitioners

  

 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

Contents

 

1.Introduction

 

2.Background to the Company

 

3.Events Leading to the Administration

 

4.The Purpose of the Administration

 

5.Management of the Company’s Affairs since the Joint Administrators’ Appointment

 

6.The Statement of Affairs and the Outcome for Creditors

 

7.The Joint Administrators’ Fees

 

8.Approval of the Statement of Proposals

 

9.Summary of the Joint Administrators’ Statement of Proposals

  

Attachments

 

ADefinitions

 

BStatutory Information

 

CEstimated Financial Statement as at 15 November 2019 and Creditors’ Details

 

DEstimated Outcome Statement

 

EThe Joint Administrators’ Receipts and Payments Account and Trading Account to 6 January 2020

  

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Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

1.Introduction

 

1.1This Statement of Proposals is prepared pursuant to Schedule B1 of the Act in relation to the Company, the purposes of which are to provide creditors with a full update as to the present position and to set out the Joint Administrators’ proposals for achieving an Administration objective

 

1.2The Statement of Proposals also includes information required to be provided to creditors pursuant to the Rules. Definitions of the terms used in the Statement of Proposals are provided in Attachment A and statutory information pertaining to the Company is set out in Attachment B.

 

1.3This Statement of Proposals is being delivered to creditors on 8 January 2020

 

1.4Creditors are invited to decide whether to approve the Joint Administrators’ proposals Section 8 provides further details on this decision process.

 

2.Background to the Company

 

2.1The business was established in 2001 and the principal activity of the Company was to provide training and mentorships in regards to property investment, and traded from a serviced office at 5 Kew Road, Richmond, Surrey TW9 2PR.

 

2.2The Company appears to have experienced both profitable and unprofitable periods of trading since it was incorporated. At this early stage of the administration, it is difficult to be able to comment on what exactly has caused the Company’s insolvency, however, we can advise that our appointment has come about as a result of a petition by Progressio Limited, Motion International Limited, Limitless Lifestyle Limited and Assetree Limited (“the Petitioning Creditors”) to have the Company placed into administration.

 

2.3The Joint Administrators will review the possible causes for the Company’s insolvency as part of their statutory duties to investigate the affairs of the Company and its directors.

 

Overview of Financial Information

 

2.4Extracts from the audited accounts for the 12 months to 31 December 2017, 12 months to 31 December 2016, and to 31 December 2015 are shown below.

 

2.5Please note that this information has not been verified by the Joint Administrators or by Quantuma LLP. Furthermore, the comments below each table reflect management’s explanations of the amounts included in the profit and loss account and balance sheet.

 

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Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

  

Summary Profit and Loss Account

  

   Audited Statutory
Accounts for
   Audited Statutory
Accounts for
   Audited Statutory
Accounts for year
 
   year to 31/12/17   year to 31/12/16   to 31/12/15 
   £   £   £ 
Turnover   22,460,462    17,411,641    10,177,559 
Cost of Sales   (16,955,429)   (15,129,912)   (12,563,138)
Gross Profit/(Loss)   5,505,033    2,281,729    (2,385,579)
Gross Margin %    %    %    %
Other Expenses   (3,742,047)   (2,986,081)   (2,074,117)
(L)/EBIT   1,762,986    (704,352)   (4,459,696)

 

Source: Audited Accounts

 

Summary Balance Sheet

 

  Audited Statutory
Accounts for
   Audited Statutory
Accounts for
   Audited Statutory
Accounts for
 
   year to 31/12/17   year to 31/12/16   year to 31/12/15 
   £   £   £ 
Tangible assets   22,893    17,079    19,974 
Fixed assets   22,893    17,079    19,974 
Current Assets               
stock   48,218    117,762    79,685 
debtors   12,241,294    10,463,234    4,030,662 
cash at bank   526,986    151,005    430,580 
    12,816,498    10,732,001    4,540,927 
Liabilities               
Trade creditors   (20,215,918)   (19,888,593)   (12,996,062)
Total Liabilities   (20,215,918)   (19,888,593)   (12,996,062)
Net Assets/(Liabilities)   (7,376,527)   (9,139,513)   (8,435,161)

 

Source: Audited Accounts

   

Management and Employees

 

2.6As at 15 November 2019, the Company employed 26 staff.

 

2.7Statutory information on the Company, including details of the Directors, Company Secretary, and Shareholders is provided at Attachment B.

  

4 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

3.Events leading to the Administration

 

3.1On 15 November 2019, Nicholas Simmonds, and Paul Zalkin of Quantuma LLP were appointed Joint Administrators of the Company following an Administration Order granted by the Court on the application of the Petitioning Creditors.

 

3.2The Joint Administrators confirm that they are authorised to carry out all functions, duties and powers by either one or both of them.

 

3.3Prior to administration, the Joint Administrators were approached by the Petitioning Creditors in order to determine if they would be willing to accept the appointment. After confirming their willingness to act and having no known conflict preventing any such appointment, the Joint Administrators assisted with the petition for the Company to be placed into administration by providing a witness statement comparing the likely outcome for creditors if the Company were to be placed in administration instead of entering a Company Voluntary Arrangement

 

3.4For creditors’ general information, the EC Regulation on insolvency proceedings applies in this case, and these proceedings are the main proceedings.

 

3.5In compliance with the General Data Protection Regulation, creditors, employees, shareholders, directors and any other stakeholder who is an individual (i.e not a corporate entity) in these insolvency proceedings is referred to the Privacy Notice in respect of Insolvency Appointments, which can be found at this link www.quantuma.com/legal-notices/.

 

4.The Purpose of the Administration

 

4.1The purpose of an Administration is set out in Schedule B1, Paragraph 3(1) of the Act. In short, this provides that an Administrator of a company must perform his functions with the objective of:

 

rescuing the company as a going concern, or

 

achieving a better result for the creditors as a whole than would be likely to be achieved if the company were wound up (without first being in Administration), or

 

realising property in order to make a distribution to one or more secured or preferential creditors

 

4.2These objectives form a hierarchy the rescue of a company is the priority. If this is not possible, the Administrator seeks to achieve a better result for the creditors as a whole. In the event that this cannot be achieved, then the Administrator is permitted to realise assets for the benefit of the preferential or secured creditors.

 

4.3The Joint Administrators would comment that objective 1 was not achievable, due to a lack of creditor support. As such, the Joint Administrators did not consider it possible to restructure the existing business or propose a Company Voluntary Arrangement.

 

4.4The second objective is normally achieved by means of a sale of the business and assets as a going concern. The Joint Administrators would comment that the Administration has enabled a sale of the business and assets to be achieved.

 

 

5 

 

  

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

4.5A detailed account of how the Joint Administrators have sought to achieve the objective of the Administration is set out below.

 

5.Management of the Company’s Affairs since the Joint Administrators’ Appointment

 

5.1Immediately upon appointment the Joint Administrators undertook a review of the Company’s affairs with particular regard to its financial and resource requirements. This assessment was carried out in liaison with the remaining management of the Company

 

The sale of the Company’s business and assets

 

5.2It was decided by the Joint Administrators shortly after their appointment that the Company’s business may hold a significant value and as such it was decided that the Company’s employees should be retained and its offices kept open to allow a short period of marketing to take place.

 

5.3Axia Valuation Services were instructed by the Joint Administrators on 15 November 2019 to value and market the Company’s business and assets. The sale was advertised online as well as being directly marketed to Axia’s contacts across the sector. A broader marketing campaign was not deemed to be appropriate in this circumstance due to the damage likely to be caused by news of the administration leaking onto social media, and reducing the value of the Company’s goodwill.

 

5.4A total of 21 expressions of interest were received by Axia with three offers being made before the deadline of 22 November 2019.

 

5.5One such offer was for £150,000 and was subject to additional due diligence. A further offer of £200,000 was received from a connected party and a third offer of £301,000 was received from an unconnected party. All offers incorporated the fulfilment of training courses for students who have already paid for training.

 

5.6The third offer, being the highest by £101,000, was subsequently accepted by the Joint Administrators upon the advice of Axia. Initial consideration paid on completion totalled £100,000 with the remaining £201,000 to be paid in monthly instalments over a period of 12 months

 

5.7The sale incorporated furniture, equipment, goodwill, the benefit of business contracts and intellectual property rights.

 

Assets remaining to be realised

 

Intercompany loans

 

5.8An initial review of the Company’s records has identified a number of loans to connected companies. The loans total £741,150 and we believe these have been utilised to purchase investment properties We have written to the director of the two companies in question and placed him on notice not to dissipate these assets as we believe that we are the sole creditor of both entities. This has been followed up by a letter from our solicitors advising of the same and requesting a meeting to discuss the loans in more detail

  

6 

 

   

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

  

5.9In addition to the above, significant discrepancies have been identified in the intercompany balances across the wider Legacy group. The Joint Administrators are in the process of reviewing this in more detail.

 

Rent Deposits

 

5.10The Company has paid a number of rent deposits to Regus in respect of several serviced offices which were used by the Company. It is anticipated that these deposits will remain with the leases when they are assigned to the purchaser in due course, who will then in turn reimburse the administration.

 

Funds from Merchant Services

 

5.11The Company utilised the services of Wirecard as their merchant services provider Upon appointment we placed Wirecard on notice advising that no charge backs should be processed as students will be having their training honoured by the purchaser going forwards and requesting any credit balances be paid across to the administration. To date Wirecard have not confirmed the credit balance and as such the estimated to realise value is currently uncertain.

 

Post appointment strategy

 

5.12Immediately following the appointment of the Joint Administrators on 15 November 2019, members of the Joint Administrators’ staff attended the Company’s site to advise employees of the Joint Administrators’ appointment. Staff were briefed with regards to the Administration and informed that marketing had commenced in order to find a purchaser for the Company’s business and assets All members of staff were retained and minimal trading activities were preserved whilst the marketing process completed. A sale successfully completed on 26 November 2019 to Mayflower Alliance Limited.

 

5.13The Joint Administrators’ staff are in the process of collating creditors’ claims and have handled creditors’ queries as they have arisen which include telephone calls and correspondence.

 

5.14The Joint Administrators’ legal advisors advised in respect of all legal issues arising on the sale of business and assets and have been assisting the Joint Administrators with post appointment matters.

 

5.15Legal advice has been required in relation to the various properties and leases. Mayflower Alliance Ltd was granted a licence to occupy various leasehold properties of the Company on completion of the sale of business and assets whilst consent is obtained from the relevant landlords for the assignment of the leases. The Joint Administrators have instructed their legal advisers to manage the assignment of leases and this process is ongoing.

 

5.16To advise on appropriate legal matters and to prepare required legal documentation, the Joint Administrators instructed Veale Wasbrough Vizards LLP, a firm of lawyers with the appropriate expertise and experience in dealing with these types of Administrations.

  

7 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

5.17In addition, Axia Valuation Services, a firm of valuing and marketing agents, was instructed by the Joint Administrators to undertake inventories and valuations of stock, plant and equipment, fixtures and fittings and other chattel assets where appropriate. The agents also advised on the best method of disposal of those assets and assisted in their disposal, as well as assisted with claims of retention of title and security.

 

5.18All professional fees are based upon the parties’ recorded time costs incurred at their standard charge out rates and will be reviewed by the Joint Administrators’ staff before being approved for payment.

 

Investigation into the Company’s Affairs Prior to the Administration

 

5.19The Joint Administrators are undertaking a review of the Company’s trading activities in order to establish whether or not there are actions that may be taken for the benefit of the Administration and consequently to enable a conduct report to be submitted in respect of Company directors in office at the commencement of the Administration and any who resigned in the three years prior to the Administration

 

5.20Should any creditor have any concerns about the way in which the Company’s business has been conducted or information on any potential recoveries for the estate, they are invited to bring them to the attention of the Joint Administrators as soon as they are able.

 

6.The Statement of Affairs and the Outcome for Creditors

 

6.1The Directors have not to date submitted a signed Statement of Affairs, albeit they are currently in the process of drafting this after being requested to do so by the Joint Administrators. An Estimated Financial Statement of the Company, together with a list of the creditors, is attached at Attachment C for creditors’ information These details have been extracted from the Company’s records and therefore no warranty can be given to the accuracy of the details given

 

6.2In accordance with the standard format of a Statement of Affairs, no provision has been made in the Statement for the costs of the Administration (including agents, legal and other professional fees)

 

6.3The Joint Administrators have not carried out any work of the nature of an audit on the information.

 

6.4Section 176A of the Act requires Administrators to make a prescribed part of the company’s net property, which is the balance remaining after discharging the preferential claims but before paying the floating charge-holder, available for the satisfaction of unsecured debts.

 

6.5In this case, the prescribed part provision does not apply, as there is no debt due to any secured creditor.

 

6.6The Joint Administrators do not propose to make an application to court under Section 176A(5) of the Act to disapply the prescribed part provisions, because in any event it is anticipated that there will be no prescribed part.

 

6.7As demonstrated in the Estimated Outcome Statement attached at Attachment D, on the basis of the costs incurred to date and the estimated further costs to be incurred in bringing the Administration to a conclusion, it is anticipated that there may be sufficient funds to pay a dividend to unsecured creditors Due to the possible distribution to unsecured creditors, you are requested to submit claims to the address on the front of this report. A Proof of Debt form is provided in the document to which this forms an appendix.

  

8 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

6.8Attached at Attachment D is the Joint Administrators’ receipts and payments account for the period from 15 November 2019 to 6 January 2020.

 

7.The Joint Administrators’ Fees

 

7.1The Joint Administrators propose to be remunerated on the basis of the time properly given by the Joint Administrators and their staff in attending to matters arising in the Administration, such time to be charged at the prevailing standard hourly charge out rates used by Quantuma LLP at the time the work is performed (plus VAT); and on the basis of the time properly given by the Joint Liquidators and their staff in attending to matters arising in the Liquidation, such time to be charged at the prevailing standard hourly charge out rates used by Quantuma LLP at the time the work is performed (plus VAT) for the Liquidation in the event that the Company exits into Creditors’ Voluntary Liquidation or Compulsory Liquidation and the Joint Administrators become the Joint Liquidators

 

7.2The Joint Administrators will seek approval for the basis of their fees from the unsecured creditors, unless a Creditors’ Committee is established

 

7.3Information to support the proposed basis of the Joint Administrators’ fees, together with the Statement of pre-Administration costs, is provided in the Joint Administrators’ Proposal, to which this Statement of Proposals forms an appendix

 

8.Approval of the Statement of Proposals

 

8.1The Joint Administrators are seeking creditors’ approval of the Statement of Proposals, which are summarised in Section 9, by means of the process set out in Rule 15.7 (Deemed Consent) of the Rules.

 

8.2Attached to the Joint Administrators’ Proposal, to which this Statement of Proposals forms an appendix, is a Notice Seeking Deemed Consent, which describes how creditors may object to the acceptance of the Statement of Proposals or to the other proposed decisions.

 

8.3Creditors who meet a statutory threshold as set out in the Notice can require that a physical meeting of creditors be convened. Such a request must be made to the Joint Administrators within 5 business days of the date on which the Statement of Proposals was delivered.

 

8.4Unless the Joint Administrators receive the requisite number of objections to the proposed decision to approve the Statement of Proposals or of requests to convene a physical meeting as set out in the Notice, creditors will have deemed to have consented to approve the Statement of Proposals.

 

9.Summary of the Joint Administrators’ Statement of Proposals

 

9.1The Statement of Proposals which creditors are invited to consider, is summarised below.

  

9 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule B1 of the Insolvency Act 1986

 

 

9.2In order to achieve the purpose of the Administration, the Joint Administrators formally propose to creditors that:

  

the Joint Administrators continue to manage the business, affairs and property of the Company in order to achieve the purpose of the Administration, in particular that:

 

(i)they collect the deferred sale consideration in relation to the sale of the Company’s business and assets,

 

(ii)they investigate and, if appropriate, pursue any claims that the Company may have against any person, firm or company, whether in contract or otherwise, including any officer or former officer of the Company or any person, firm or company that supplies or has supplied goods or services to the Company, and

 

(iii)they do all such things and generally exercise all their powers as Joint Administrators as they consider desirable or expedient at their discretion in order to achieve the purpose of the Administration or protect and preserve the assets of the Company or maximise the realisations of those assets, or of any purpose incidental to these activities

 

the Joint Administrators make distributions to any secured or preferential creditors in accordance with Paragraph 65 of Schedule B1 of the Act. Further, they may make a distribution to unsecured creditors, having first sought the court’s permission in accordance with Paragraph 65(3) of Schedule B1 of the Act where necessary

 

the Joint Administrators end the Administration in one of the following ways, appropriate to the circumstances of the case at the time:

 

(i)in the event that the Joint Administrators think that a distribution will be made to unsecured creditors (and they have not sought the court’s permission, and are otherwise unable, to pay the distribution whilst the Company is in Administration), they shall send to the registrar of companies notice to move the Company from Administration to Creditors’ Voluntary Liquidation. In such circumstances, Nicholas Simmonds and Paul Zalkin will be appointed Joint Liquidators and will be authorised to act either jointly or separately in undertaking their duties as Liquidator. Creditors may nominate a different person or persons as the proposed liquidator or liquidators in accordance with Paragraph 83(7)(a) of Schedule B1 of the Act and Rule 3 60(6)(b) of the Rules, but they must make the nomination or nominations at any time after they receive the Statement of Proposals, but before it is approved. Information about the process of approval of the Statement of Proposals is set out at Section 8; or

 

(ii)in the unlikely event that there is no remaining property that might permit a distribution to the Company’s creditors, they shall file a notice of dissolution of the Company pursuant to Paragraph 84 of Schedule B1 of the Act; or

 

(iii)alternatively, and should there be no likely funds to distribute to unsecured creditors, the Joint Administrators may seek to place the Company into Compulsory Liquidation in order to bring proceedings that only a Liquidator may commence for the benefit of the estate. In such circumstances, Nicholas Simmonds and Paul Zalkin may ask the court that they be appointed Joint Liquidators, to act either jointly or separately in undertaking their duties as Liquidator.

  

10 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

Statement of Joint Administrators’ Proposals

 

Pursuant to Schedule Bl of the Insolvency Act 1986

 

  

Dated this 8 January 2020

 

/s/ Nicholas Simmonds  
Nicholas Simmonds  
Joint Administrator  

 

The affairs, business and property of Legacy Education Alliance International Ltd (in Administration) are managed by the Joint Administrators, who act as agents of the Company and contract without personal liability

  

11 

 

 

ATTACHMENT A

 

 

DEFINITIONS

 

The Act The Insolvency Act 1986
   
The Rules The Insolvency Rules 1986 or the Insolvency (England & Wales) Rules 2016 (whichever applied at the time of the event described)
   
The Statement of Proposals The Statement of the Joint Administrators’ Proposals prepared pursuant to Paragraph 49(1) of Schedule B1 of the Act
   
The Joint Administrators Nicholas Simmonds and Paul Zalkin
   
The Company Legacy Education Alliance International Ltd (in Administration)
   
The Court High Court of Justice
   
EBIT Earnings before interest and tax
   
SPA Sale & Purchase Agreement
   
RPO The Redundancy Payments Office
   
HMRC HM Revenue & Customs
   
ROT Retention of Title
   
EOS Estimated Outcome Statement
   
PP or Prescribed Part The Prescribed Part of the Company’s net property subject to Section 176A of the Insolvency Act 1986
   
QFCH Qualifying Floating Charge Holder
   
SIP Statement of Insolvency Practice (England & Wales)
   
TUPE Transfer of Undertakings (Protection of Employment) Regulations

 

 

 

 

ATTACHMENT B

 

 

Legacy Education Alliance International Ltd (IN ADMINISTRATION)

 

STATUTORY INFORMATION

 

Company Name Legacy Education Alliance International Ltd
   
Previous Name(s)  
   
Trading Name(s)  
   
Proceedings In Administration
   
Court High Court of Justice
   
Court Reference 007199 of 2019
   
Date of Appointment 15 November 2019
   
Joint Administrators Nicholas Simmonds and
  Paul Zalkin
  Quantuma LLP
  3rd Floor, 37 Frederick Place,
Brighton, Sussex,
BN1 4EA
   
Registered office Address

c/o Quantuma LLP,
3rd Floor, 37 Frederick Place,

Brighton, Sussex, BN1 4EA

   
Company Number 04311733
   
Incorporation Date 26/10/2001
   
Appointment by The Petitioning Creditors
   
Directors at date of Appointment Anthony Humpage
  James May

 

 

 

 

ATTACHMENT C

 

 

Legacy Education Alliance International Ltd (IN ADMINISTRATION)

 

ESTIMATED FINANCIAL STATEMENT AS AT 15 NOVEMBER 2019 AND CREDITORS’ DETAILS

 

 

 

  

Insolvency Act 1986

 

Legacy Education Alliance International Ltd

 

Estimated Statement Of Affairs as at 15 November 2019

 

   Book Value   Estimated to Realise 
   £   £   £ 
             
ASSETS            
Cash at Bank             507,236.00 
Sale of business             301,000.00 
Intercompany loans   Uncertain         Uncertain 
Rent deposits   Uncertain         Uncertain 
Funds from merchant services   Uncertain         Uncertain 
              808,236 00 
                
LIABILITIES               
PREFERENTIAL CREDITORS:-               
              NIL 
              808,236.00 
                
DEBTS SECURED BY FLOATING CHARGES PRE 15 SEPTEMBER 2003               
OTHER PRE 15 SEPTEMBER 2003 FLOATING CHARGE CREDITORS               
              NIL 
              808,236.00 
                
Estimated prescribed part of net property where applicable (to carry forward)             NIL 
              808,236.00 
                
DEBTS SECURED BY FLOATING CHARGES POST 14 SEPTEMBER 2003               
              NIL 
              808,236.00 
                
Estimated prescribed part of net property where applicable (brought down)             NIL 
              808,236.00 
                
Unsecured non-preferential claims (excluding any shortfall to floating charge holders)               
Trade & Expense Creditors        1,182,379.00      
Landlord        37,462.00      
HM Revenue and Customs        260,971.00      
              1,480,812.00 
Estimated deficiency/surplus as regards non-preferential creditors (excluding any shortfall in respect of F.C’s post 14 September 2003)             (672,576.00)
              (672,576.00)
Issued and called up capital               
Ordinary Shareholders        2,500,000.00      
              2,500,000.00 
TOTAL SURPLUS/(DEFICIENCY)             (3,172,576.00)

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legacy Education Alliance International Ltd

 

Schedule of Special Creditor Groups

 

Special Creditor Groups

 

Creditor Group  Number of
creditors in
group
  Total
amount of
claims
(estimated)
 
Consumers claiming amounts paid in advance for the supply of goods and services and other individuals  52  £124,649 

 

Note: These figures are based upon enquiries to date and are likely to increase significantly during the course of the liquidation.

 

 

 

 

Legacy Education Alliance International Limited - In Administration  
ESTIMATED OUTCOME STATEMENT  
as at 6 January 2020  

          Estimated 
   Notes  R&P   Outcome 
      £   £ 
            
Assets           
Cash at Bank  1   507,236    507,236 
Sale of business  2   100,000    301,000 
lntercompany loans  3   -    Uncertain 
Rent deposits  4   -    Uncertain 
Funds from merchant services  5   -    Uncertain 
              
Total      607,236    808,236 
              
Cost of Realisations             
Administrators’ Fees (Pre-Appointment)      -    (21,221)
Administrators’ Fees (Post-Appointment)      -    (164,089)
Administrators’ Disbursements      -    (1,000)
Agent’s costs  6   -    (30,000)
Legal costs  7   -    (22,500)
Petitioners’ costs      -    (109,955)
Total      -    (348,765)
              
Total assets available for Unsecured Creditors           459,471 
              
Unsecured Creditors             
Trade & Expense           (1,298,241)
Landlord           (37,462)
HM Revenue & Customs           (260,971)
Customer Refunds  8        Uncertain 
            (1,596,674)
              
Estimated surplus/(deficiency) to Creditors           (1,137,203)
              
Estimated Unsecured Creditors recovery           28.8%

 

 

 

 

Legacy Education Alliance International Ltd (IN ADMINISTRATION)

 

THE JOINT ADMINISTRATORS’ RECEIPTS AND PAYMENTS ACCOUNT AND TRADING ACCOUNT TO 6 JANUARY 2020

 

 

 

 

Legacy Education Alliance International Ltd

(In Administration)

Joint Administrators’ Summary of Receipts and Payments

To 06 January 2020

 

RECEIPTS  Statement
of Affairs (£)
   Total (£) 
         
Funds advanced by interested party        72,039 99 
Cash at Bank   507,236.00    507,236.37 
Sale of business   301,000.00    100,000.00 
Bank Interest Gross        3.42 
lntercompany loans   Uncertain    0.00 
Rent deposits   Uncertain    0.00 
Funds from merchant services   Uncertain    0.00 
         679,279.78 
PAYMENTS          
           
Direct Labour        24,184.99 
Venue costs        43,176.66 
Trade & Expense Creditors   (1,182,379.00)   0.00 
Landlord   (37,462.00)   0.00 
HM Revenue and Customs   (260,971 00)    0.00 
Ordinary Shareholders   (2,500,000.00)   0.00 
         67,361.65 
Net Receipts/(Payments)        611,918.13 

 

MADE UP AS FOLLOWS    
     
Bank 1 Current   607,239 79 
VAT Receivable/ (Payable)   4,678.34 
    611,918.13 

 

 

 

 

APPENDIX II

 

 

Legacy Education Alliance International Ltd (In Administration)

 

BREAKDOWN OF PRE-ADMINISTRATION TIME COSTS FOR QUANTUMA LLP

 

 

 

 

 

 

 

 

 

APPENDIX III

 

 

Legacy Education Alliance International Ltd (In Administration)

 

CHARGE-OUT RATES AND BASES OF DISBURSEMENTS (“QUANTUMA LLP’S SUMMARY”)

 

 

 

 

 

 

Schedule of Current Charge Out Rates and Chargeable Disbursements

 

Staff Allocation & Support Staff

 

An objective and practical approach is taken to each case which includes active Partner involvement from the outset. Other members of staff will be assigned on the basis of experience and specific skills to match the needs of the case. In accordance with the provisions of Statement of Insolvency Practice 9 (SIP 9), set out below are the current charge out rates per hour for the grades of staff employed within Quantuma LLP, exclusive of VAT.

 

Grade of Staff  Rate from 1 May 2019
Corporate Finance Partner  £525.00
Partner  £345.00 - £520.00
Director  £315.00 - £475.00
Senior Manager  £265.00 - £395.00
Manager  £210.00 - £295.00
Assistant Manager  £195.00 - £280.00
Senior Administrator  £185.00 - £270.00
Administrator  £160.00 - £185.00
Assistant Administrator  £105.00
Case Accountant  £135.00
Junior Administrator  £105.00
Support Staff/Executive Assistant  £100.00 - £135.00

 

Work undertaken is recorded in 6 minute units in an electronic time recording system. Time properly incurred on cases is charged at the hourly rate of the grade of staff undertaking the work that applies at the time the work is done. There has been no allocation of any general or overhead costs.

 

Time spent on casework is recording directly to the relevant case and the nature of the work undertaken is recorded at that time. The work is recorded under the following categories:

 

Administration & Planning
Creditors
Investigations
Realisation of Assets
Trading
Cashiering
Closing Procedures

 

On occasion it may be necessary to change the rates applicable to the work undertaken and if this occurs during the period of the assignment any material changes will be notified to creditors as part of the normal fee reporting procedures. Rates are likely to be subject to periodic increase.

 

The time of support staff and executive assistants is not charged to a case except when the initial set up is being performed or when a sizeable administrative task or appropriate ad hoc duty is being undertaken.

 

Details of historic charge out rates are provided at the end of this guide. Should any creditor wish to receive details of the charge out rates in force prior to those shown, these can be provided upon request.

 

Subcontractors

 

Details and the cost of any work which has been or is intended to be sub-contracted out that could otherwise by carried out by the office holder or his staff will be provided in any report which incorporates a request for approval of the basis upon which remuneration may be charged.

 

  

 

 

 

 

 

 

Direct Expenses (Category 1 Disbursements)

 

Category 1 disbursements, as defined by SIP 9, are expenses which are directly referable both to the appointment in question and a payment to an independent third party at cost and without uplift.

 

These expenses, which do not require the prior approval of creditors, include but are not limited to the following examples:

 

Category 1 Disbursement  Basis of Charge
Indemnity Bond  At cost of mandatory cover required in accordance with the Insolvency Act 1986 for each appointment
Insurance of assets  At cost in relation to asset coverage requirements
Travel  All forms other than mileage at actual cost
Room Hire  All external venues at actual cost
Record Listing, Storage & Retrieval  At cost incurred
Postage  At cost incurred
Virtual Meeting Platform (from 6/4/17)  At cost incurred

 

Indirect Expenses (Category 2 Disbursements)

 

These are expenses that are directly referable to the appointment in question but which are not to an independent third party and may include shared or allocated costs that can be apportioned to the appointment on a proper and reasonable basis.

 

Specific approval for Category 2 Disbursements is required from creditors before they can be paid

 

The following indirect disbursements (Category 2 Disbursements, as defined by SIP 9) are charged to cases where appropriate on the following basis:

 

 

Category 2 Disbursement  Cost £ 
Photocopying, scanning and faxes (per side)   0.10 
Company Search   10.00 
Stationery (per Report/Letter per member/creditor)   0.50 
Mileage incurred as a result of necessary travel as per HMRC’s approved rate (per mile)   0.45 
Internal Meeting Room Hire (outside London)   65.00 
Internal Meeting Room Hire (in London)   95.00 
Electronic Anti-Money Laundering Identification Search (per search) (from 01/01/2018)   3.00 

 

 

 

 

 

 

 

 

Category 2 disbursements may be subject to periodic increase and this schedule will be updated accordingly. The schedule is available for creditors to review at http://www.quantuma.com/guide/creditors-guide-fees/. Details of historic disbursement charges can be found at the end of this schedule

 

Professional Advisors

 

Details of any professional advisor(s) used will be given in reports to creditors. The fee arrangement for each will be disclosed in reports to creditors and these will be reviewed on a regular basis, together with the recovery or relevant disbursements. The choice of professional advisors 1s based around a number of factors including, but not restricted to, their expertise in a particular field, the complexity or otherwise of the assignment and their geographic location.

 

VAT

 

With the exception of Individual Voluntary Arrangements and Company Voluntary Arrangements which are VAT exempt, the office holders’ remuneration and disbursements invoiced to the insolvency estate will be subject to VAT at the prevailing rate.

 

Creditors’ Rights

 

Information about Creditors’ rights can be obtained by visiting the creditors’ information micro-site published by the Association of Business Recovery Professionals (R3) at http://www.creditorinsolvencyguide.co.uk/ Details about how an office holders fees may be approved for each case type and challenged are available in a series of guides issued with SIP 9 and can be accessed at https://www.quantuma.com/guide/creditors-guide-fees/. Alternatively hard copies of these documents may be requested free of charge from Quantuma LLP’s registered office.

 

 

 

 

 

 

APPENDIX IV

 

 

Legacy Education Alliance International Ltd (In Administration)

 

BREAKDOWN OF THE JOINT ADMINISTRATORS’ TIME COSTS FROM 15 NOVEMBER 2019 TO 6 JANUARY 2020

 

 

 

 

 

 

 

 

  

APPENDIX V

 

 

Legacy Education Alliance International Ltd (In Administration)

 

INFORMATION TO SUPPORT THE JOINT ADMINISTRATORS’ FEE PROPOSAL

 

a)The Joint Administrators’ Fees Estimate

 

Please note that this estimate reflects the work undertaken and time anticipated to be incurred for the full period of the Administration and thus it includes the time already incurred, details of which are provided in Appendix IV.

 

b)The Joint Liquidators’ Fees Estimate

 

Whilst it is anticipated that the Company will move from Administration to CVL in order to pay a dividend to creditors, the timing of that move is currently unknown and therefore it is not known what work will remain to be carried out by the Joint Liquidators once the Administration is terminated Despite these uncertainties, to ensure that the Joint Liquidators can act immediately to administer the winding up without needing to incur additional costs in reverting to creditors with information on their estimates, set out below is the Joint Liquidators’ Fees Estimate.

 

 

 

 

Estimate of Fees and Expenses for

Legacy Education Alliance International Ltd (In Administration)

To 14/11/2020

 

   Total
Hours
   Avg Hourly
Rate £
  

Time Cost

£

  

Disbursements

£

  

Expenses

£

 
                     
Classification of Work Function                    
Admin & Planning   68.80    210.92    14,511.00           
Cashiering   10.00    120.00    1,200.00           
Closing Procedures   4.00    195.00    780.00           
Creditors   224.50    185.11    41,557.50           
Investigations   236.50    219.92    52,010.00           
Realisation of Assets   170.00    241.18    41,000.00           
Trading   56.50    230.62    13,030.00           
    770.30    213.02    164,088.50           
                          
Disbursements                  135.00      
Category 1 Disbursements                  12.00      
Category 2 Disbursements                  147.00      
                          
Expenses (*)                       0.00 
                          
Totals   770.30    213.02    164,088.50    147.00    0.00 

 

(*) Details of the expenses the IP considers will be, or are likely to be, incurred during the period of this estimate

 

Details of estimated disbursements that will be paid during the period of this estimate.

 

Category 1 Disbursements    
Specific Bond   135.00 
    135.00 
Category 2 Disbursements     
AML Electronic Identification Search   12.00 
    12.00 

 

Notes:

 

1.Category 1 Disbursements are payable without prior approval as they are payments to independent third parties e.g advertising, room hire, storage, travel expenses
2.Category 2 Disbursements are costs directly referable to the appointment e.g. Postage, Printing & Stationery, Mileage but as they are not to an independent third party they require approval in the same manner as the fee
3.The figures provided for Expenses are as accurate as possible based on the information available at this time. No prior approval is required for the payments of the expenses as they are regarded as a cost of the administration of the estate
4.Further approval will be sought from the creditors’ committee or creditors if the circumstances of the case indicate that the above fee estimate is likely to be exceeded
5.The above estimates are all exclusive of VAT

 

 

 

 

Estimate of Fees and Expenses for

Legacy Education Alliance International Ltd (In Administration)

 

Explanatory Note:

 

FEE ESTIMATE

 

The office holders are seeking to be remunerated on a time cost basis We use charge out rates appropriate to the skills and experience of a member of staff and the work that they perform, recording time spent in 6 minute units. Narrative is recorded to explain the work undertaken and the time spent is analysed into different categories of work. In this document the estimated time that will be spent undertaking the work in each category of work has been multiplied by the applicable charge out rate for each member of staff that it is anticipated will undertake work in that category to arrive at the estimated total time costs attributable to that category of work on the case. We have then divided that estimated total by the estimated number of hours to arrive at a blended hourly charge out rate for that category of work.

 

This estimate has been provided to creditors at an early stage in the case. Whilst all possible steps have been taken to make this estimate as accurate as possible, it is based on the office holders’ current knowledge of the case and their knowledge and experience of acting as office holders in similar cases. As a result, the estimate does not take into account any currently unknown complexities or difficulties that may arise during the administration of the case.

 

This fee estimate covers the life of the case and it is currently not anticipated that the total fees during the life of the case will exceed the estimate. However since the office holders cannot draw remuneration in excess of this estimate without first obtaining approval to do so, should the fee estimate be exceeded and where the office holders consider it appropriate in the context of the case, they will seek a resolution to increase the fee. A full outline and explanation of the fees incurred against the fees that have been estimated below will be provided to creditors with this request.

 

The hourly charge out rates that it is anticipated will be used on the case are as follows:

 

   £ 
Partner   370 
Manager   240 
Assistant Manager   195 
Assistant Administrator   105 
Case Accountant   135 

 

Please note that the rates quoted above will be used for each category of work outlined in the estimate and will be subject to periodic increase.

 

Explanations are given below in relation to each category of work outlined in the estimate. A list of the activities under those categories that it is anticipated will be carried out is also provided.

 

Administration and planning

 

This represents the work that is involved in the routine administrative functions of the case by the office holders and their staff, together with the control and supervision of the work done on the case by the office holders and their managers. It does not give direct financial benefit to the creditors, but ensures that the case is managed in a professional and methodical manner and has to be undertaken by the office holders to meet their requirements under the insolvency legislation and the Statements of Insolvency Practice, which set out required practice that office holders must follow

 

-Initial Statutory and General Notifications & Filing e.g. Advertising the appointment, undertaking statutory notifications to Companies House, HMRC, the Pension Protection Fund, preparing the documentation and dealing with other notification of appointment

 -Obtaining a specific penalty bond

-Recovering & Scheduling the company’s books and records

 

 

 

 

Estimate of Fees and Expenses for

Legacy Education Alliance International Ltd (In Administration)

 

-Setting up electronic case files and electronic case details on IPS

-General Administration - Dealing with all routine correspondence and emails relating to the case

-Case strategy & completing file reviews at 1 month, 2 months, 6 months and 6 months thereafter

-VAT & Corporation Tax matters and returns

 

Creditors

 

Claims of creditors - the office holder needs maintain up to date records of the names and addresses of creditors, together with the amounts of their claims as part of the management of the case, and to ensure that notices and reports can be issued to the creditors. The office holder will also have to deal with correspondence and queries received from creditors regarding their claims and dividend prospects as they are received. The office holder is required to undertake this work as part of his statutory functions.

 

Dividends - the office holder has to undertake certain statutory formalities in order to enable him to pay a dividend to creditors. This includes writing to all creditors who have not lodged proofs of debt and reviewing the claims and supporting documentation lodged by creditors in order to formally agree their claims, which may involve requesting additional information and documentation from the creditors.

 

-Preparing the documentation and dealing with initial appointment notification to creditors

-Dealing with creditor correspondence, emails and telephone conversations

-Dealing with Pension Schemes

-Committee Reporting

-Committee Meetings, Minutes & liasing with Committee members

-Reviewing and adjudicating creditors’ claims - adjudicating claims & requesting additional information in support of claims

-Dealing with HMRC/RPO claims

-Annual/Progress Reports

 

Investigations

 

The insolvency legislation gives the office holders powers to take recovery action in respect of what are known as antecedent transactions eg. where assets have been disposed of prior to the commencement of the insolvency procedure (and also in respect of matters such as misfeasance and wrongful trading). The office holders are required by the Statements of Insolvency Practice to undertake an initial investigation in all cases to determine whether there are potential recovery actions for the benefit of creditors and the time costs recorded represent the costs of undertaking such an initial investigation. If potential recoveries or matters for further investigation are identified then the office holders will need to incur additional time costs to investigate them in detail and to bring recovery actions where necessary, and further information will be provided to creditors and approval for an increase in fees will be made as necessary. Such recovery actions will be for the benefit of the creditors and the office holders will provide an estimate of that benefit if an increase in fees is necessary. The office holder is aware that a number of inter-company balances exist between the Company and a number of connected companies where funds appear to have been lent to fund the purchase of investment properties. These will be reviewed in due course. The estimated time required to be spent to do so and the time costs of doing so are included in the estimate. The office holder is unable to quantify the benefit to creditors of these investigations at present but will include such information in their statutory report to creditors once the position is clear.

 

The office holders are also required by legislation to report to the Department for Business, Energy & Industrial Strategy on the conduct of the directors. The work to enable them to comply with these statutory obligations may also identify potential recovery actions.

 

-SIP 2 Review - Conducting an initial investigation with a view to identifying potential asset recoveries by seeking and obtaining information from relevant third parties, such as the bank, accountants, solicitors, etc.

-CDDA Reports - Preparing a report or return on the conduct of the directors as required by the Company Directors Disqualification Act.

-Investigating & Pursuing Antecedent Transactions

 

Realisation of Assets

 

This is the work that needs to be undertaken to realise the known assets in the case. If this work is undertaken, the office holder anticipates that the assets will realise the estimated to realise amounts provided to creditors

 

 

 

 

Estimate of Fees and Expenses for

Legacy Education Alliance International Ltd (In Administration)

 

-Sale of Business - We will continue to liaise with the purchaser in regards to receiving deferred consideration.

 

Trading

 

The office holders decided to trade the business of the company in order to achieve a sale of the business as a going concern in order to maximise the recoveries on behalf of creditors. The particular tasks scheduled in this category of work are required to be undertaken in order to enable the office holder to monitor and control the trading of the business, and include statutory functions that are required to be undertaken when running any business.

 

-Managements of Operations

-Forecasting/Cashflow/Banking

-Employee issues/payroll

-Negotiating with customers

-Negotiating with suppliers

-TAXNAT

 

Cashiering

 

The office holders must ensure that estate bank accounts are opened and maintained in accordance with legislation and SIPs Bank reconciliations are performed on all bank accounts and statutory receipts and payments accounts are filed at Companies House & Court.

 

-Opening, maintaining and managing the Office Holders’ cashbook and bank account.

-Dealing with cheque requisitions

-Dealing with deposit forms

-Bank Reconciliations

-Preparing & Filing statutory Receipts & Payments accounts

 

Closing Procedures

 

The office holders are required by statute to effect an orderly end to the case and although this has no direct financial benefit to the creditors it is necessary so that where applicable final meetings are advertised and held and final reports are filed at Companies House and Court.

 

-Preparing Final Account

-Filing final statutory returns at Companies House/Court

 

EXPENSE ESTIMATE

 

Full details of Quantuma LLP’s charging policy in relation to disbursements can be found at http://www.quantuma.com/guide/creditors-guide-fees/ or alternatively a hard copy can be requested free of charge from the Quantuma LLP office dealing with this case

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APPENDIX VI

 

 

Legacy Education Alliance International Ltd (In Administration)

 

NOTICE OF DECISION PROCEDURE / VOTING FORM / PROOF OF DEBT

 

 

 

 

NOTICE OF DECISION PROCEDURE

 

Company Name: Legacy Education Alliance International Ltd (In Administration) (“the Company”)
Company Number: 04311733
In the High Court of Justice 007199  

 

This Notice is given under Rule 15.8 of the Insolvency (England & Wales) Rules 2016 (“the Rules”). It is delivered by the Joint Administrator of the Company, Nicholas Simmonds and Paul Zalkin, of Quantuma LLP, Meridien House, 69-71 Clarendon Road, Watford, Hertfordshire, WD17 1DS, (telephone number 01273 322400), who were appointed by the above-mentioned Court.

 

Creditors are invited to vote by correspondence on the following (for the full wording of proposed decisions, see overleaf):

 

1The basis of the Joint Administrators’ fees
2.The approval of the Joint Administrators’ Category 2 disbursements
3.The approval of the pre-Administration costs

 

Overleaf Is a voting form on which creditors may signify their decisions on the above matters. All voting forms, together with a proof of debt if one has not already been submitted, must be completed and returned to the Joint Administrator by one of the methods set out below.

 

By post to:   Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA
By email to.   brightonvoting@quantuma.com

 

Please note that, if you are sending votes by post, you must ensure that you have allowed sufficient time for the forms to be delivered to the address above by the time set out below. Unless the contrary is shown, an email Is treated as delivered at 9am on the next business day after it was sent.

 

All voting forms and proofs of debt must be delivered by 23.59 on the Decision Date, 23 January 2020.

 

If the Joint Administrator has not received a proof of debt by the time specified above (whether submitted previously or as a result of this Notice), that creditor’s vote will be disregarded Any creditor whose debt is treated as a small debt in accordance with Rule 14.31(1) of the Rules must still deliver a proof if the creditor wishes to vote. A creditor who has opted out from receiving notices may nevertheless vote if the creditor also provides a proof by the time specified above.

 

Creditors who meet one or more of the statutory thresholds listed below may, within 5 business days from the date of the delivery of this Notice, require a physical meeting to be held to consider the matter.

 

Statutory thresholds to request a meeting: 10% in value of the creditors
  10% in number of the creditors
  10 creditors

 

A creditor may appeal a decision by application to the Court in accordance with Rule 15.35 of the Rules. Any such appeal must be made not later than 21 days after the Decision Date

 

Signed  /s/ Nicholas Simmonds   Dated: 8 January 2020
  Nicholas Simmonds    
  Joint Administrator    

 

 

 

 

VOTE BY CORRESPONDENCE

 

Legacy Education Alliance International Ltd (in Administration)

 

Name of Creditor:  
   
Address:  
   
   

  

Decisions:

 

1 That the Joint Administrators’ fees be fixed by reference to the time given by them and their staff in attending to matters arising in the Administration, such time to be charged at the hourly charge out rate of the grade of staff undertaking the work at the time it was undertaken.

*For /

Against

2 That the Joint Administrators be authorised to recover all  Category 2 disbursements, calculated on the bases detailed in Quantuma LLP’s summary.

*For/ Against

3 That the unpaid pre-Administration costs set out in the Joint Administrators’ Proposal be approved.

*For /

Against

 

*Please delete as applicable to indicate your voting instructions

 

Signed.                       Dated                     
         
         
Name in capitals        

 

Position with, or relationship to, creditor or other authority for signature. _________________________

 

Are you the sole member/shareholder of the creditor (where it is a company)?                         Yes / No

 

NOTE: Once a vote has been cast, it cannot be changed.

Please complete this form and return it, along with a completed proof of debt if you have not submitted one previously, so that it is delivered by 23.59 on 23 January 2020, by:

Post: Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA

Email: please scan in a signed copy of this form and attach it as a pdf to brightonvoting@quantuma.com

 

 

 

 

PROOF OF DEBT - GENERAL FORM

 

Legacy Education Alliance International Ltd (in Administration)

 

Date of Administration 15 November 2019

 

DETAILS OF CLAIM
1. Name of Creditor (if a company, its registered name)  
2. Address of Creditor (i e. principal place of business)  
3.

If the Creditor is a registered company:

●    For UK companies its registered number

●    For other companies: the country or territory in which it is incorporated and the number if any under which it is registered

●    The number, if any, under which it is registered as an overseas company under Part 34 of the Comoanies Act

 
4

Total amount of claim, including any Value Added Tax, as at the date of administration, less any payments made after this date in relation to the claim, any deduction under R14 20 of the Insolvency (England & Wales) Rules 2016 and any adjustment by way of set-off in accordance with R14.24 and R14.25

 

£

5. If the total amount above includes outstanding uncapitalised interest, please state YES(£                      ) / NO
6. Particulars of how and when debt incurred  
7. Particulars of any security held, the value of the security, and the date it was given  
8. Details of any reservation of title in relation to goods to which the debt relates  
9. Details of any document by reference to which the debt can be substantiated. [The administrator may call for any document or evidence to substantiate the claim at his discretion.]  
10. Give details of whether the whole or any part of the debt falls within any (and if so which) of the categories of preferential debts under section 386 of, and schedule 6 to, the Insolvency Act 1986

Category

 

Amount(s) claimed as preferential £

11. If you wish any dividend payment that may be made to be paid in to your bank account please provide BAGS details. Please be aware that if you change accounts it will be your responsibility to Provide new information

Account No.:

Account Name:

Sort code:

AUTHENTICATION
Signature of Creditor or person authorised to act on his behalf  
Name in BLOCK LETTERS  
Date  
If signed by someone other than the Creditor, state your postal address and authority for signing on behalf of the Creditor  
Are you the sole member of the Creditor? YES / NO

 

 

 

APPENDIX VII

 

 

Legacy Education Alliance International Ltd (In Administration)

 

NOTICE SEEKING DEEMED CONSENT

 

 

 

 

NOTICE SEEKING DEEMED CONSENT

 

Company Name: Legacy Education Alliance International Ltd (In Administration) (“the Company”)
Company Number: 04311733
In the High Court of Justice 007199  

 

This Notice is given under Rule 15.7 of the Insolvency Rules (England & Wales) 2016 (“the Rules”). It is delivered by the Joint Administrator of the Company, Nicholas Simmonds and Paul Zalkin, of Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA (telephone number 01273 322400), who were appointed by the above-mentioned Court.

 

The Joint Administrator proposes that the following decisions be made:

 

1That the Joint Administrators’ Proposals be approved
2That a Creditors’ Committee will not be established1
3That the Joint Administrators be discharged from liability in respect of any action undertaken by them pursuant to Paragraph 98 of Schedule B1 of the Act, such discharge to take effect when the appointment of Joint Administrators ceases to have effect, as defined by the Act, unless the court specifies a time

 

In respect of each of the decisions proposed above, if less than 10% in value of creditors (who would be entitled to vote if a vote were taken) (“the Threshold”) object to it accordance with the procedure set out below, the creditors are to be treated as having made the proposed decision. Otherwise, the creditors are to be treated as not having made such decision and if a decision about that matter is again sought from the creditors, it must be sought using a qualifying decision procedure as defined by the Insolvency Act 1986.

 

In order to object to one or more of the proposed decisions, you must deliver a notice stating that you so object (and specifying to which one or more of the proposed decisions your objection relates) to the Joint Administrator not later than the time set out below. In addition, you must have also delivered a proof of debt (unless one has already been submitted) by the time set out below, failing which your objection will be disregarded.

 

It is the Joint Administrators’ responsibility to aggregate any objections to see if the Threshold is met for the decision to be taken as not having been made.

 

If the Threshold is met, the deemed consent procedure will terminate without a decision being made and if a decision is sought again on the same matter it will be sought by a decision procedure.

 

All objections and proofs of debt must be submitted in writing to the Joint Administrator by one of the methods set out below.

 

By post to: Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA
By email to: brightonvoting@quantuma.com

 

Please note that, if you are sending documents by post, you must ensure that you have allowed sufficient time for them to be delivered to the address above by the time set out below. Unless the contrary is shown, an email is treated as delivered at 9am on the next business day after it was sent.

 

All objections and proofs of debt must be delivered by the Decision Date: 23.59 on 23 January 2020

 

 

1Please see the Notice Inviting Creditors to Form a Committee for further instructions.

  

 

 

 

Any creditor whose debt is treated as a small debt in accordance with Rule 14 31(1) of the Rules must still deliver a proof if the creditor wishes to object. A creditor who has opted out from receiving notices may nevertheless object if the creditor also provides a proof by the Decision Date.

 

In addition, creditors who meet one or more of the statutory thresholds listed below may, within 5 business days from the date of the delivery of this Notice, require a physical meeting to be held to consider any matter.

 

Statutory thresholds to request a meeting: 10% in value of the creditors
  10% in number of the creditors
  10 creditors

 

A creditor may appeal a decision by application to the court in accordance with Rule 15.35 of the Rules. Any such appeal must be made not later than 21 days after the Decision Date

 

 

Signed  /s/ Nicholas Simmonds   Dated 8 January 2020
  Nicholas Simmonds    
  Joint Administrator    

 

 

 

 

 

NOTICE OF OBJECTIONS

Legacy Education Alliance International Ltd (In Administration)

 

On behalf of (name of Creditor): _______________________________________________________________________

 

at (address of Creditor): _____________________________________________________________________________

 

Please indicate whether you agree or object to the following proposed decision(s):

 

Proposed Decision Objected to?
That the Joint Administrators’ Proposals be approved

Agree/Objected

To

That a Creditors’ Committee will not be established

Agree/Objected

To

That the Joint Administrators be discharged from liability in respect of any action undertaken by them pursuant to Paragraph 98 of Schedule B1 of the Act, such discharge to take effect when the appointment of Joint Administrators ceases to have effect, as defined by the Act, unless the court specifies a time

 

Agree/Objected To

 

Are you also asking the Joint Administrator to convene a physical meeting of creditors?2 Yes/ No

 

Signed: ___________________________

 

Dated: ____________________________

 

Name in capitals: __________________________

 

Position with, or relationship to, Creditor or other authority for signature: ____________________

 

Are you the sole member/shareholder of the Creditor (where it is a company)? Yes I No

 

 

 

If you wish to lodge an objection, you must have delivered it, along with a completed proof of debt, by 23.59 on the Decision Date - 23 January 2020 - by one of the following methods:

 

Post: Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA

Email: please scan in a signed copy of this form and attach it as a pdf to

brightonvoting@quantuma.com

 

NOTE: if you agree with the proposed decisions set out above, you do not need to do anything

 

 

2Requests for a meeting must be delivered within 5 business days of the date of delivery of the Notice Seeking Deemed Consent.

 

 

 

 

APPENDIX VIII

 

 

Legacy Education Alliance International Ltd (In Administration)

 

NOTICE OF INVITATION TO FORM A CREDITORS’ COMMITTEE

 

 

 

 

 

Company Name: Legacy Education Alliance International Ltd (In Administration) (“the Company”)
Company Number: 04311733
In the High Court of Justice 007199  

 

This Notice is given under Rule 3.39 of the Insolvency Rules (England & Wales) 2016 (“the Rules”) It is delivered by the Joint Administrator of the Company, Nicholas Simmonds, of Quantuma LLP, Meridien House, 69-71 Clarendon Road, Watford, Hertfordshire, WD17 1DS, telephone number 01273 322400, who was appointed by the above-mentioned Court

 

Creditors are invited to nominate creditors (which may include themselves) by completing the section below and returning this Notice to the Joint Administrator by one of the following methods.

  

By post to: By email to

Quantuma LLP, 3rd Floor, 37 Frederick Place, Brighton BN1 4EA Sam.Hewitt@Quantuma.com

 

Please note that, if you are sending nominations by post, you must ensure that you have allowed sufficient time for the Notice to be delivered to the address above by the time set out below. Unless the contrary is shown, an email is treated as delivered at 9am on the next business day after it was sent.

 

All nominations must be delivered by: 23.59 on 21 January 2020

 

Nominations can only be accepted if the Joint Administrator is satisfied as to the nominated creditor’s eligibility under Rule 17 4 of the Rules

 

For further information on the role of Creditors’ Committees, go to http://www.quantuma.com/guide/guide-creditors-committee/

 

Signed  /s/ Nicholas Simmonds   Dated 8 January 2020
  Nicholas Simmonds    
  Joint Administrator    

  

 

 

 

Legacy Education Alliance International Ltd (In Administration)

 

On behalf of (name of Creditor): _____________________________________________

 

at (address of Creditor):_____________________________________________

 

I nominate the following creditor(s) to be member(s) of a Creditors’ Committee (provide name(s) and address(es))

 

1.

 

 

2.

 

 

3.

 

 

Signed: _________________________________________

 

Dated: __________________________________________

 

Name in capitals: __________________________________

 

Position with, or relationship to, Creditor or other authority for signature. _______________________________

 

Are you are the sole member/shareholder of the Creditor (where it is a company)? Yes/ No