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



 


		1.1	This
                                         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.



 


		1.2	The
                                         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.



 


		1.3	As
                                         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).



 


		1.4	A
                                         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 £





  


		1.5	The
                                         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.



 


		1.6	This
                                         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.



  


		1.7	Definitions
                                         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



 


		2.1	Pre-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



 


		2.2	This
                                         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



 


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



 


		2.4	Prior
                                         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.



 


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



 


		2.6	Attached
                                         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.



 


		2.7	We
                                         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



 


		2.8	A
                                         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


 



 



		2.9	Consequently
                                         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	 





 


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



 


		2.11	The
                                         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.



 


		2.12	Please
                                         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



 


		3.1	The
                                         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);



 


		3.2	Attached
                                         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.



 


		3.3	The
                                                                                                                                                                                                                                                                                                   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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		3.4	Creditors
                                         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.



 


		3.5	Further
                                         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



 


		4.1	Expenses
                                         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.



 


		4.2	Disbursements
                                         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.



 


		4.3	Appendix
                                         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



 


		5.1	Set
                                         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)


 


		5.2	The
                                         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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		5.3	Primarily,
                                         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


 


		5.4	The
                                         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).



 


		5.5	In
                                         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.



 


		5.6	In
                                         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.



 


		5.7	In
                                         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.



 


		5.8	At
                                         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.



 


		5.9	We
                                         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


 


		5.10	The
                                         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


 


		5.11	Although
                                         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)


 


		5.12	As
                                         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


 


		5.13	At
                                         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.



 


		5.14	Creditors
                                         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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		5.15	In
                                         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



 


		6.1	Attached
                                         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.



 


		6.2	Please
                                         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.



 


		6.3	In
                                         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.



 


		6.4	The
                                         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.



 


		6.5	On
                                         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



 


		7.1	The
                                         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



 


		8.1	Attached
                                         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.



 


		8.2	In
                                         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.



 


		8.3	Notwithstanding
                                         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



 


		9.1	The
                                         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.



 






    10 


     


    

 


		9.2	the
                                         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.



 


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



 


		9.4	Whilst
                                         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


 




    11 


     


    

 


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


 


	A	Definitions



 


	B	Statutory
                                         Information



 


	C	Estimated
                                         Financial Statement as at 15 November 2019 and Creditors’ Details



 


	D	Estimated
                                         Outcome Statement



 


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



  



    2 


     


    

 


Legacy Education Alliance International
Ltd (In Administration)


 


Statement of Joint Administrators’
Proposals


 


Pursuant to Schedule B1
of the Insolvency Act 1986


 






 


		1.	Introduction



 


		1.1	This
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



 


		1.2	The
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.



 


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



 


		1.4	Creditors
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



 


		2.1	The
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.



 


		2.2	The
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.



 


		2.3	The
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


 


		2.4	Extracts
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.



 


		2.5	Please
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.



 



    3 


     


    

 


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


 


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



 


		2.7	Statutory
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



 


		3.1	On
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.



 


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



 


		3.3	Prior
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



 


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



 


		3.5	In
                                         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



 


		4.1	The
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



 


		4.2	These
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.



 


		4.3	The
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.



 


		4.4	The
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


 



 


		4.5	A
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



 


		5.1	Immediately
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


 


		5.2	It
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.



 


		5.3	Axia
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.



 


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



 


		5.5	One
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.



 


		5.6	The
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



 


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



 


Assets
remaining to be realised


 


Intercompany
loans


 


		5.8	An
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


 



  


		5.9	In
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


 


		5.10	The
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


 


		5.11	The
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


 


		5.12	Immediately
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.



 


		5.13	The
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.



 


		5.14	The
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.



 


		5.15	Legal
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.



 


		5.16	To
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


 



 


		5.17	In
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.



 


		5.18	All
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


 


		5.19	The
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



 


		5.20	Should
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



 


		6.1	The
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



 


		6.2	In
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)



 


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



 


		6.4	Section
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.



 


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



 


		6.6	The
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.



 


		6.7	As
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


 






 


		6.8	Attached
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



 


		7.1	The
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



 


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



 


		7.3	Information
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



 


		8.1	The
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.



 


		8.2	Attached
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.



 


		8.3	Creditors
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.



 


		8.4	Unless
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



 


		9.1	The
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


 







 


		9.2	In
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):


 


		1	The
                                         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:


 


		1	That
the Joint Administrators’ Proposals be approved



		2	That
                                         a Creditors’ Committee will not be established1



		3	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



 


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


 





 






		1	Please
                                         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


 





 









		2	Requests 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