
Non-Standard Finance plc
Annual Report & Accounts 2022
23
Risk definition
Mitigation
Change
in 2022
Explanation
4. Business strategy
A
risk
that
the
Group’s
strategy fails to deliver the
outcomes expected. Changes
to the regulatory or fiscal
framework and/or a failure to
execute
and
integrate
acquisitions
(including
technology), or to execute the
Group’s strategy as planned,
may increase the risk of
financial loss.
The events of 2020 - 2022
severely impacted the Group’s
financial
performance
and
contributed to a significant
strain being placed on the
Group’s balance sheet.
With the Group’s guarantor
loans business now in run-off,
the home credit division in
administration,
there
are
material uncertainties as to the
Group’s ability to remain a
going concern and fund its
strategy as planned without
the Scheme.
The Group has launched the Scheme and
published the practice statement letter
outlining the details on the scheme on 17
March 2023, with a view to implementing
the Proposed Recapitalisation (or the
Alternative Transaction in the event that
the Scheme process is completed but the
Proposed Recapitalisation is unsuccessful),
which would preserve the branch-based
lending business as a going concern.
The Board has significant and relevant
experience of the non-standard sector
and conducts a regular review of all
aspects of the Group’s strategy
We undertake a detailed
review of
monthly management information on
operating performance
We monitor closely key market dynamics,
competitor behaviour and performance
The Board is reviewing how climate
change may impact its business strategy
and is developing strategic objectives and
targets for climate-
related risks and
opportunities
The ELL Directors, supported by the Group Directors,
decided to pursue the Scheme to provide certainty as
to the amount that will be paid to customers with valid
redress claims, which is one of the Conditions outlined
on page 2 (among others) to the Group’s largest
shareholder and secured lenders being willing to
participate in the Group’s Proposed Recapitalisation.
The Scheme will allow the Group to proceed with the
Proposed
Recapitalisation
(or
the
Alternative
Transaction). If successful, the proceeds of the
Proposed Recapitalisation or Alternative Transaction
will be used to fund the partial payment of redress
claims, strengthen the Group’s balance sheet and
underpin future growth.
In addition, the Group has contractual commitments
from its secured lenders
to implement the Alternative
Transaction in the event that the Scheme is completed
but the Conditions outlined on page 2, to the
Proposed Recapitalisation are not satisfied, which
would also be used to fund the partial payment of the
redress claims and preserve the branch-based lending
business as a going concern. Although the Group has
contractual commitments from its secured lenders to
support the Alternative Transaction, there is a risk that
it will not be possible to implement either the
Proposed
Recapitalisation
or
the
Alternative
Transaction. In these circumstances, if neither the
Proposed
Recapitalisation
nor
the
Alternative
Transaction has been implemented by 31 December
2023, it will not be possible to pay the Scheme fund
into a nominated trust account and the Scheme will fail.
The Proposed Recapitalisation, whilst ensuring the
future for the Group, would materially dilute the
interests of existing shareholders, most likely to
negligible value unless they choose to participate in the
planned
Proposed
Recapitalisation.
Under
the
Alternative Transaction (in the event the Conditions
outlined on page 2, to the Proposed Recapitalisation
are not satisfied), there would be no recovery for the
Company
’
s shareholders.
Without the successful completion of the Scheme and
the Proposed Recapitalisation (or the Alternative
Transaction in the event the Conditions outlined on
page 2, to the Proposed Recapitalisation are not
satisfied which, if implemented, would result in no
recovery for the Group’s current shareholders), the
balance sheet remains deeply insolvent. In the event
that the Scheme is not sanctioned by the court, or in
the event that both the Proposed Recapitalisation and
the Alternative Transaction of the business fail, there
would then be a very significant likelihood of a Group-
wide insolvency (most likely administration), resulting
in no return for current shareholders and a significantly
reduced return for secured lenders. In the event that
the Scheme is sanctioned and t
he Alternative
Transaction takes place (due to the failure of the
Proposed Recapitalisation),
there would be no
recovery for the Company’s shareholders and the
Company (ultimate parent company) may enter into an
insolvency process.
However, the Directors continue to believe there is a
reasonable prospect of resolving this position through
the Scheme and the Proposed Recapitalisation with the
support in principle of our secured lenders and our
largest shareholder, which support remains subject to
the Conditions outlined on page 2, or, in case of the
Alternative Transaction, the support of the secured
lenders.
As a result, whilst the Directors expect that the
Proposed
Recapitalisation
or
the
Alternative