<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K/A
AMENDMENT No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
__________________________________
December 30, 1999
-----------------
Date of Report
DOLLAR FINANCIAL GROUP, INC.
----------------------------
(Exact name of registrant as specified in its charter)
New York 333-18221 13-2997911
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1436 Lancaster Avenue, Suite 210, Berwyn, Pennsylvania 19312-1288
(Address of principal executive offices) (zip code)
(610) 296-3400
--------------
Registrant's telephone number, including area code
<PAGE>
This Amendment No. 1 ("Amendment") amends and restates in their entirety Item 2
and Item 7 of the Current Report on Form 8-K of Dollar Financial Group, Inc.
(the "Company"), as filed with the Securities and Exchange Commission on
December 30, 1999.
Item 2. Acquisition or Disposition of Assets
On December 15, 1999, Dollar Financial Group, Inc. ("Company") and
Dollar Financial U.K. Limited, an indirect subsidiary of the Company,
entered into a Purchase Agreement for the sale and purchase of shares
with Edward Ford and others, to acquire all of the outstanding shares
of Cash Centres Corporation Limited ("CCCL"), which operates 5 company
owned stores and 238 franchises in the United Kingdom. The aggregate
purchase price for this acquisition was $8.4 million and was funded
through the Company's revolving credit facility.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The following consolidated financial statements of CCCL (which on
September 1, 1999 was created when the companies of Cash Centres
Limited and Lombard Guildhouse plc were restructured into CCCL)
are attached hereto and made a part hereof:
(i) Cash Centres Limited
(1) Auditors' Report for the year ended August 31, 1999.
(2) Consolidated Profit and Loss Account for the year ended
August 31, 1999.
(3) Consolidated Balance Sheet as of August 31, 1999.
(4) Consolidated Cash Flow Statement for the year ended
August 31, 1999.
(5) Notes Forming Part of the Consolidated Financial
Statements for the year ended August 31, 1999.
(6) Auditors' Report for the year ended August 31, 1998.
(7) Consolidated Profit and Loss Account for the year ended
August 31, 1998.
(8) Consolidated Balance Sheet as of August 31, 1998.
(9) Consolidated Cash Flow Statement for the year ended
August 31, 1998.
(10) Notes Forming Part of the Consolidated Financial
Statements for the year ended August 31, 1998.
(ii) Lombard Guildhouse plc
(1) Auditors' Report for the year ended August 31, 1999.
(2) Consolidated Profit and Loss Account for the year ended
August 31, 1999.
(3) Consolidated Balance Sheet as of August 31, 1999.
(4) Consolidated Cash Flow Statement for the year ended
August 31, 1999.
(5) Notes Forming Part of the Consolidated Financial
Statements for the year ended August 31, 1999.
<PAGE>
(6) Auditors' Report for the year ended August 31, 1998.
(7) Consolidated Profit and Loss Account for the year ended
August 31, 1998.
(8) Consolidated Balance Sheet as of August 31, 1998.
(9) Consolidated Cash Flow Statement for the year ended August
31, 1998.
(10) Notes Forming Part of the Consolidated Financial Statements
for the year ended August 31, 1998.
(iii) Cash Centres Corporation Limited
(1) Interim Unaudited Consolidated Profit and Loss Accounts for
the three months ended November 30, 1999 and 1998.
(2) Interim Unaudited Consolidated Balance Sheet as of November
30, 1999.
(3) Interim Unaudited Consolidated Cash Flow Statements for the
three months ended November 30, 1999 and 1998.
(4) Notes Forming Part of the Interim Unaudited Consolidated
Financial Statements for the three months ended November 30,
1999 and 1998.
(b) Pro Forma Financial Information.
The following unaudited condensed consolidated pro forma financial
statements of the Company, reflecting the acquisitions of CCCL and
previous acquisitions in the current and previous fiscal year are
attached hereto and made a part hereof:
(i) Unaudited Condensed Consolidated Pro Forma Balance Sheet as
of September 30, 1999.
(ii) Unaudited Condensed Consolidated Pro Forma Statement of
Operations for the year ended June 30, 1999.
(iii) Unaudited Condensed Consolidated Pro Forma Statement of
Operations for the three months ended September 30, 1999.
(iv) Notes to Unaudited Condensed Consolidated Pro Forma
Financial Statements.
(a) Exhibits
10.27 Agreement for the sale and purchase of shares in Cash
Centres Corporation Limited between Edward Ford and others,
Dollar Financial UK, Limited and Dollar Financial Group,
Inc.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: February 28, 2000.
DOLLAR FINANCIAL GROUP, INC.
a New York corporation
By: /s/ Richard S. Dorfman
----------------------------
Name: Richard S. Dorfman
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
Cash Centres Limited
Directors' report and consolidated
financial statements
for the year ended 31 August 1999
Registered number 2736661
<PAGE>
Directors' report and financial statements
Contents Page
Company information 2
Directors' report 3
Statement of directors' responsibilities 4
Auditors' report 5
Consolidated profit and loss account 6
Consolidated balance sheet 7
Company balance sheet 8
Consolidated cash flow statement 9-10
Notes to the financial statements 11-18
<PAGE>
Company information
Directors: EFA Ford
WJ Bowman (resigned 24 February 1999)
R Tang
Miss L White (resigned 31 May 1999)
R Wilson (resigned 6 November 1998)
Secretary: R Tang
Registered Office: E3 The Premier Centre
Abbey Park
Romsey
Hants
SO51 9AQ
Registered Number 2736661 (England and Wales)
Auditors KPMG
Registered Auditors
Chartered Accountants
St James' Square
Manchester
M2 6DS
2
<PAGE>
Directors' report
The directors present their annual report and the audited financial statements
of the group for the year ended 31 August 1999.
Principal activities
The principal activity of the company in the year under review was that of
cheque encashment and related financial services.
Dividends and transfer to reserves
A final dividend of (Pounds)137,903 has been paid. The retained profit for the
year of (Pounds)245,678 (1998: (Pounds)210,324) is transferred to reserves.
Directors and directors' interests
The directors who held office during the year and their interests in the
(Pounds)1 Ordinary shares of the company at the end of the financial year were
as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
EFA Ford 86,156 86,156
WJ Bowman (resigned 24 February 1999) 27,981 27,981
R Tang 21,787 21,787
Miss L White (resigned 31 May 1999) 368 368
R Wilson (resigned 6 November 1998) - -
</TABLE>
Directors' shareholdings include shares held by family members.
Year 2000
Cash Centres Limited has completed a Year 2000 project to ensure that all
computer hardware and software used by the company operates correctly up to 31
December 1999 and into the Year 2000.
Donations
During the year the company made no political donations and charitable donations
of (Pounds)100 (1998: (Pounds)nil).
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution for the
re-appointment of KPMG as auditors of the company is to be proposed at the
forthcoming Annual General Meeting.
On behalf of the Board
/s/ EFA Ford
Director
3
<PAGE>
Statement of directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss for that period. In preparing those financial
statements, the directors are required to
. select suitable accounting policies and then apply them consistently;
. make judgements and estimates that are reasonable and prudent;
. state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
. prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
4
<PAGE>
Report of the auditors to the members of Cash Centres Limited
We have audited the financial statements on pages 6 to 18.
Respective responsibilities of directors and auditors
As described on page 4 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the company and of the group as at 31 August 1999 and of the
group's profit for the year then ended and have been properly prepared in
accordance with the provisions of the Companies Act 1985.
/s/ KPMG 10 December 1999
Chartered Accountants
Registered Auditors
5
<PAGE>
Consolidated profit and loss account
for the year ended 31 August 1999
<TABLE>
<CAPTION>
Note 1999 1998
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover 1 3,704,329 2,953,983
Cost of sales (66,879) (84,462)
---------- ----------
Gross profit 3,637,450 2,869,521
Administrative expenses (3,044,444) (2,431,341)
---------- ----------
Operating profit 2 593,006 438,180
Interest receivable and similar income 5 34,466 35,989
Interest payable and similar charges 6 (20,205) (20,436)
---------- ----------
Profit on ordinary activities before 607,267 453,733
taxation
Tax on profit on ordinary activities 7 (215,549) (111,424)
---------- ----------
Profit on ordinary activities after 391,718 342,309
taxation
Minority interests (8,137) (20,029)
---------- ----------
Profit for the financial year 383,581 322,280
Dividends paid and payable (137,903) (111,956)
---------- ----------
Retained profit for the financial year 245,678 210,324
Surplus brought forward 398,069 187,745
---------- ----------
Retained profit carried forward 643,747 398,069
========== ==========
</TABLE>
The notes on pages 11 to 18 form part of these financial statements.
The company has no recognised gains or losses other than the profit for the
current year and for the previous year.
6
<PAGE>
Consolidated balance sheet
at 31 August 1999
<TABLE>
<CAPTION>
Note 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed assets
Intangible assets 8 56,100 47,731
Tangible assets 9 544,913 599,743
---------- ----------
601,013 647,474
Current assets
Stocks 41,965 42,623
Debtors 11 1,151,796 687,980
Cash at bank and in hand 1,601,311 1,117,446
---------- ----------
2,795,072 1,848,049
Creditors: amounts falling
due within one year 12 (2,460,670) (1,668,332)
---------- ----------
Net current assets 334,402 179,717
------- --------
Total assets less current liabilities 935,415 827,191
Creditors: Amounts falling due after
more than one year 13 (87,368) (133,177)
------- --------
848,047 694,014
======= ========
Capital and reserves
Called up share capital 21 204,300 204,300
Profit & loss account 22 643,747 398,069
------- --------
Shareholders' funds - equity interests 23 848,047 602,369
Minority equity interests - 91,645
------- --------
848,047 694,014
======= ========
</TABLE>
The notes on pages 11 to 18 form part of these financial statements.
On behalf of the Board:
/s/ EFA Ford
Director
7
<PAGE>
Balance sheet
at 31 August 1999
<TABLE>
<CAPTION>
Note 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed assets
Tangible assets 9 535,330 594,785
Investments 10 227,062 112,761
---------- ----------
762,392 707,546
Current assets
Stocks 16,638 20,385
Debtors 11 1,069,361 543,211
Cash at bank and in hand 1,563,209 1,083,292
---------- ----------
2,649,208 1,646,888
Creditors: amounts falling
due within one year 12 (2,551,810) (1,669,450)
---------- ----------
Net current assets 97,398 (22,562)
--------- ----------
Total assets less current liabilities 859,790 684,984
Creditors: Amounts falling due after
more than one year 13 (87,368) (112,969)
--------- ----------
772,422 572,015
========= ==========
Capital and reserves
Called up share capital 21 204,300 204,300
Profit & loss account 22 568,122 367,715
--------- ----------
Equity shareholders' funds 772,422 572,015
========= ==========
</TABLE>
The notes on pages 11 to 18 form part of these financial statements.
On behalf of the Board:
/s/ EFA Ford
Director
8
<PAGE>
Consolidated Cash Flow Statement
for the year ended 31 August 1999
<TABLE>
<CAPTION>
Reconciliation of operating profit to net cash inflow from 1999 1998
operating activities (Pounds) (Pounds)
<S> <C> <C>
Operating profit 593,006 438,180
Loss on sale of fixed assets 113 2,562
Depreciation charges 140,178 136,635
Amortisation of goodwill 6,150 5,844
Decrease/(Increase) in stocks 658 (12,273)
Increase in debtors (493,697) (92,161)
Increase in creditors 1,072,919 175,825
--------- -------
Net cash inflow from operating activities 1,319,327 654,612
========= =======
</TABLE>
<TABLE>
<CAPTION>
CASH FLOW STATEMENT 1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Net cash inflow from operating activities 1,319,327 654,612
Returns on investments and servicing of finance
Interest paid (20,205) (20,436)
Interest received 34,466 35,989
Taxation
Corporation tax paid (including ACT) (80,107) (124,416)
Capital expenditure
Payments to acquire tangible fixed assets (176,942) (400,462)
Proceeds from sale of fixed assets 91,481 5,250
Acquisitions (Note 3)
Payments to acquire investments in subsidiary undertakings (114,301) (27,800)
Equity dividends paid (137,903) (111,956)
--------- --------
Net cash flow before financing 915,816 10,781
Financing
Repayment of long term loan (22,803) (3,401)
Finance lease advances 39,495 151,325
Capital element of finance lease repayments (117,574) (68,099)
--------- --------
Increase in cash in the period 814,934 90,606
========= ========
</TABLE>
9
<PAGE>
Notes to the Cash Flow Statement
<TABLE>
<S> <C> <C>
1 Reconciliation of net cash flow to movement in net funds (note 2) (Pounds) (Pounds)
Increase in cash in the period 814,934
Cash inflow from increase in debt and lease financing 140,377
---------
Change in net debt resulting from cash flows 955,311
New finance leases (39,495)
---------
Change in net debt 915,816
Net funds at 1 September 1998 554,122
---------
Net funds at 31 August 1999 1,469,938
=========
</TABLE>
2 Analysis of changes in net funds
<TABLE>
<CAPTION>
At 1 Sept Cash Flows Other non At 31 Aug
1998 Flows cash 1999
changes
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 1,117,446 483,865 1,601,311
Overdrafts (331,069) 331,069 -
---------
814,934
Debt due within 1 year (2,595) 2,595 - -
Debt due after 1 year (20,208) 20,208 - -
Finance leases (209,452) 117,574 (39,495) (131,373)
----------- ----------- ----------- -----------
TOTAL 554,122 955,311 (39,495) 1,469,938
=========== =========== =========== ===========
</TABLE>
<TABLE>
3 Purchase of subsidiary undertaking (Pounds)
<S> <C>
Payment to acquire 49% of subsidiary 114,301
===========
</TABLE>
10
<PAGE>
Notes
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules.
Turnover
Turnover represents commission from services, excluding Value Added Tax.
Tangible fixed assets
Depreciation is provided by the company at the following annual rates in
order to write off each asset over its estimated useful life.
Land and buildings - in accordance with the life of the lease
Office equipment - 30% on reducing balance
Fixtures and fittings - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Stocks
Stocks are stated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Investments
Current asset investments are stated at the lower of cost and net
realisable value.
Deferred taxation
Provision is made at current rates for taxation deferred in respect of all
material timing differences except to the extent that, in the opinion of
the directors, there is reasonable probability that the liability will not
arise in the foreseeable future.
Leases
Where the company enters into a lease which entails taking substantially
all the risks and rewards of ownership of an asset, the lease is treated as
a `finance lease'. The asset is recorded in the balance sheet as a
tangible fixed asset and is depreciated over its estimated useful life or
the term of the lease, whichever is shorter. Future instalments under such
leases, net of finance charges, are included within creditors. Rentals
payable are apportioned between the finance element, which is charged to
the profit and loss account, and the capital element which reduces the
outstanding obligation for future instalments.
All other leases are accounted for as `operating leases' and the rentals
are charged to the profit and loss account on a straight line basis over
the life of the lease.
11
<PAGE>
Notes (Continued)
1 Accounting policies (continued)
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling
at the rates of exchange ruling at the balance sheet date. Transactions in
foreign currencies are translated into sterling at the rate of exchange
ruling at the date of transaction. Exchange differences are taken into
account in arriving at the operating result.
Pensions
The company operates a defined contribution pension scheme. Contributions
payable for the year are charged in the profit and loss account.
Goodwill
Goodwill on consolidation is capitalised and amortised over ten years.
2 Operating profit
Operating profit is stated after charging:
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Depreciation - assets held under finance leases 51,582 70,514
Depreciation - owned assets 88,596 66,121
Auditors' remuneration - as auditors 18,200 24,421
- for other services - 4,500
====== ======
</TABLE>
The auditors remuneration for auditing the financial statements of the
company was (Pounds)13,500.
3 Remuneration of directors
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Directors' emoluments 351,381 323,090
Pension contributions 11,200 22,801
------- -------
362,581 345,891
======= =======
</TABLE>
The pension scheme is a money purchase scheme, the company paid
contributions on behalf of four of the directors during the year.
The emoluments of the Chairman, who was also the highest paid director,
were (Pounds)95,936.
None of the directors exercised any share options during the year.
12
<PAGE>
Notes (Continued)
4 Staff numbers and costs
The average number of people employed by the group (excluding directors),
analysed by category was as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Administration 56 54
Selling 14 12
---- ----
70 66
==== ====
</TABLE>
The aggregate payroll cost of these persons was as follows:
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Wages and salaries 929,245 723,123
Social Security costs 79,785 58,671
Pension costs 21,874 11,778
--------- -------
1,030,904 793,572
========= =======
</TABLE>
5 Interest receivable and similar income
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
(Pounds) (Pounds)
Bank interest 34,466 35,989
====== ======
</TABLE>
6 Interest payable and similar charges
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Loan interest 3,380 3,926
Interest on ACT - 173
Bank interest paid 23 514
Finance lease interest 16,802 15,823
------ ------
20,205 20,436
====== ======
</TABLE>
7 Taxation
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
UK corporation tax 180,637 113,328
Deferred tax charge 35,773 -
Overprovision in prior year (861) (1,904)
------- -------
215,549 111,424
======= =======
</TABLE>
13
<PAGE>
Notes (Continued)
8 Intangible fixed assets
<TABLE>
<CAPTION>
Goodwill
(Pounds)
<S> <C>
Cost
At 1 September 1998 58,445
Additions 14,519
-------
At 31 August 1999 72,964
-------
Amortisation
At 1 September 1998 10,714
Charge for year 6,150
-------
At 31 August 1999 16,864
-------
Net book value
At 31 August 1999 56,100
=======
At 31 August 1998 47,731
=======
</TABLE>
9 Tangible fixed assets
Group
<TABLE>
<CAPTION>
Leasehold Office Fixtures and Motor Total
property equipment fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1998 84,621 520,758 142,053 188,927 936,359
Additions - 99,982 12,390 64,570 176,942
Disposals - (63,981) - (61,882) (125,863)
------ ------- ------- ------- --------
At 31 August 1999 84,621 556,759 154,443 191,615 987,438
------ ------- ------- ------- --------
Depreciation
At 1 September 1998 25,053 202,223 63,504 45,836 336,616
Charge for year 7,707 86,546 11,082 34,843 140,178
Disposals - (6,890) - (27,379) (34,269)
------ ------- ------- ------- --------
At 31 August 1999 32,760 281,879 74,586 53,300 442,525
------ ------- ------- ------- --------
Net book value
At 31 August 1999 51,861 274,880 79,857 138,315 544,913
====== ======= ======= ======= ========
At 31 August 1998 59,568 318,535 78,549 143,091 599,743
====== ======= ======= ======= ========
</TABLE>
14
<PAGE>
Notes (Continued)
9 Tangible fixed assets (continued)
Company
<TABLE>
<CAPTION>
Leasehold Office Fixtures and Motor Total
property equipment fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1998 82,547 504,835 95,575 188,927 871,884
Additions - 95,611 10,495 64,570 170,676
Disposals - (63,981) - (61,882) (125,863)
------ ------- ------- ------- --------
At 31 August 1999 82,547 536,465 106,070 191,615 916,697
------ ------- ------- ------- --------
Depreciation
At 1 September 1998 22,978 188,507 19,778 45,836 277,099
Charge for year 7,708 85,154 10,833 34,843 138,537
Disposals - (6,890) - (27,379) (34,269)
------ ------- ------- ------- --------
At 31 August 1999 30,686 266,771 30,611 53,300 381,367
------ ------- ------- ------- --------
Net book value
At 31 August 1999 51,861 269,694 75,459 138,315 535,330
====== ======= ======= ======= ========
At 31 August 1998 59,569 316,328 75,797 143,091 594,785
====== ======= ======= ======= ========
</TABLE>
The net book value of fixed assets of (Pounds)535,330 includes an amount of
(Pounds)163,750 in respect of assets held under finance leases.
10 Investments
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Shares in subsidiary undertakings 227,062 112,761
======= =======
</TABLE>
On 15/th/ January 1999 the company exercised its option and purchased the
remaining 49% of the ordinary share capital of Lombard Guildhouse plc for
(Pounds)114,301.
The principal activities of Lombard Guildhouse plc during the period under
review were pawnbroking, cheque encashment, and the retail of gold and
jewellery.
11 Debtors
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Trade debtors 875,740 487,556 796,911 356,366
Other debtors 143,973 30,664 143,973 22,329
ACT recoverable - 29,881 - 27,989
Prepayments and accrued income 132,083 139,879 128,477 136,527
--------- ------- --------- -------
1,151,796 687,980 1,069,361 543,211
========= ======= ========= =======
</TABLE>
15
<PAGE>
Notes (Continued)
12 Creditors: amounts falling due within one year
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Bank loans and overdrafts - 333,664 - 331,069
Obligations under finance leases 74,440 96,483 74,440 96,483
Trade creditors 57,842 95,550 56,722 93,983
Amounts owed to subsidiary company - - 116,275 26,909
Other creditors 2,000,609 901,591 2,000,609 901,591
Corporation tax including deferred taxation 185,975 110,849 171,165 98,751
Other taxation and social security 32,682 33,522 32,150 32,634
Accruals and deferred income 109,122 96,673 100,449 88,030
--------- --------- --------- ---------
2,460,670 1,668,332 2,551,810 1,669,450
========= ========= ========= =========
</TABLE>
13 Creditors: amounts falling due after more than one year
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Bank loan - 20,208 - -
Obligations under finance leases 56,933 112,969 56,933 112,969
Deferred tax 30,435 - 30,435 -
------ ------- ------ -------
87,368 133,177 87,368 112,969
====== ======= ====== =======
</TABLE>
14 Loans and overdrafts
An analysis of the maturity of bank loans and overdrafts is given
below:
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Amounts falling due:
Within one year - 333,664 - 331,069
Between one and two years - 2,925 - -
Between two and five years - 11,204 - -
In more than five years - 6,079 - -
------ ------- ------ -------
- 353,872 - 331,069
====== ======= ====== =======
</TABLE>
16
<PAGE>
Notes (Continued)
15 Secured debts
The following secured debts are included within creditors:
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Bank loan - 22,803
Obligations under finance leases 131,373 209,452
======= =======
</TABLE>
The bank loan was secured by a charge over the assets of Lombard
Guildhouse plc.
Obligations under finance leases are secured on the assets to which they
relate.
16 Deferred taxation
A provision of (Pounds)35,773 has been made for deferred taxation. This
provision represents a full provision for timing differences amounting to
(Pounds)110,173 in respect of accelerated capital allowances (1998:
accelerated capital allowances of (Pounds)86,321).
17 Obligations under finance leases
The minimum lease payments to which the group and company is committed
fall due as follows:
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Within one year 82,593 114,685
In the second to fifth years inclusive 60,532 111,848
------- -------
143,125 226,533
Amount representing future finance changes (11,752) (17,081)
------- -------
Obligation under finance leases 131,373 209,452
======= =======
</TABLE>
18 Related party transactions
Mr E F A Ford owns the premises from which Lombard Guildhouse plc trades.
He charges the company (Pounds)10,000 per annum rent for the use of the
building.
During the year the company purchased the remaining 49% of the Ordinary
Share Capital of Lombard Guildhouse plc from Mr Ford for consideration of
(Pounds)114,301.
Mr R Tang is a partner in Tang Bowler Wiseman. During the year Cash
Centres Limited was charged (Pounds)4,344 for accountancy and statutory
work by Tang Bowler Wiseman.
19 Provisions
Included within other creditors is an amount of (Pounds)31,494 in respect
of a provision made for losses on our London branch. The branch has been
sold, subject to assignment of the lease, and therefore we have provided
for the loss on disposal of the branch premises.
17
<PAGE>
Notes (Continued)
20 Post balance sheet events
On 1 September 1999 the Cash Centres Limited group of companies
restructured. The aspects of the transaction affecting Cash Centres
Limited were:
. Cash Centres Corporation Limited purchased 100% of the ordinary share
capital of Cash Centres Limited by way of a share for share exchange.
. The branches of Cash Centres Limited were transferred to Cash Centres
Retail Limited. Cash Centres Limited retains the franchised
operations.
21 Called up share capital
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Authorised
Ordinary shares of (Pounds)1 each 10,000,000 10,000,000
========== ==========
Allotted, issued and fully paid
Ordinary shares of (Pounds)1 each 204,300 204,300
========== ==========
</TABLE>
22 Reserves
Profit and loss account
<TABLE>
<CAPTION>
Group Company
(Pounds) (Pounds)
<S> <C> <C>
At beginning of year 398,069 367,715
Retained profit for the financial year 245,678 200,407
------- -------
At end of year 643,747 568,122
======= =======
</TABLE>
As permitted by s230 of the Companies Act 1985 the company has not
presented its profit and loss account.
23 Reconciliation of movements in shareholders' funds
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Profit for the financial year 383,581 322,280
Dividends (137,903) (111,956)
-------- --------
Net addition to shareholders' funds 245,678 210,324
Opening shareholders' funds 602,369 392,045
-------- --------
Closing shareholders' funds 848,047 602,369
======== ========
</TABLE>
18
<PAGE>
Cash Centres Limited
Directors' report and consolidated
financial statements
for the year ended 31 August 1998
Registered number 2736661
<PAGE>
<TABLE>
<CAPTION>
Directors' report and financial statements
Contents Page
<S> <C>
Company information 2
Directors' report 3-4
Statement of directors' responsibilities 5
Auditors' report 6
Consolidated profit and loss account 7
Consolidated balance sheet 8
Company balance sheet 9
Consolidated cash flow statement 10-11
Notes to the financial statements 12-19
</TABLE>
<PAGE>
Company information
Directors: EFA Ford
WJ Bowman
R Tang
Miss L White
R Wilson (appointed 13 November 1997, resigned 6
November 1998)
Secretary: WJ Bowman
R Tang
Registered Office: E3 The Premier Centre
Abbey Park
Romsey
Hants
SO51 9AQ
Registered Number 2736661 (England and Wales)
Auditors KPMG
Registered Auditors
Chartered Accountants
St James' Square
Manchester
M2 6DS
2
<PAGE>
Directors' report
The directors present their annual report and the audited financial statements
of the group for the year ended 31 August 1998.
Principal activities
The principal activity of the company in the year under review was that of
cheque encashment and related financial services.
Dividends and transfer to reserves
A final dividend of (Pounds)111,956 has been paid. The retained profit for the
year of (Pounds)210,324 (1997: (Pounds)182,645) is transferred to reserves.
Directors and directors' interests
The directors who held office during the year and their interests in the
(Pounds)1 Ordinary shares of the company at the end of the financial year were
as follows:
1998 1997
EFA Ford 86,156 2,340
WJ Bowman 27,981 760
R Tang 21,787 240
Miss L White 368 10
Directors' shareholdings include shares held by family members.
Year 2000
Cash Centres Limited has commenced a Year 2000 project to ensure that all
computer hardware and software used by the company operates correctly up to 31
December 1999 and into the Year 2000.
The project commenced on 4 January 1999 with 90% of the conversion and
compliance testing scheduled for completion by 31 March 1999. Any remaining
analysis and conversion will be completed by 31 July 1999.
The project includes:
. Inventory of all hardware
. Inventory of all Operating Systems
. Inventory of all third party applications
. Inventory of all bespoke applications
All bespoke applications will be subjected to detailed analysis, conversion and
testing.
Suppliers of third party software will be required to either provide written
confirmation that their application is Year 2000 compliant or a version of the
application with evidence that the application is compliant.
All hardware will be tested to ensure Year 2000 operability, any hardware found
not to operate correctly will be upgraded or replaced.
The estimated total cost to complete the Year 2000 project is (Pounds)25,000.
3
<PAGE>
Donations
During the year the company made no political or charitable donations (1997:
(Pounds)nil).
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution for the
re-appointment of KPMG as auditors of the company is to be proposed at the
forthcoming Annual General Meeting.
On behalf of the Board
/s/ EFA Ford
Director
4
<PAGE>
Statement of directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss for that period. In preparing those financial
statements, the directors are required to
. select suitable accounting policies and then apply them consistently;
. make judgements and estimates that are reasonable and prudent;
. state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
. prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
5
<PAGE>
Report of the auditors to the members of Cash Centres Limited
We have audited the financial statements on pages 7 to 19.
Respective responsibilities of directors and auditors
As described on page 5 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company and the group's affairs as at 31 August 1998 and of its profit
for the year then ended and have been properly prepared in accordance with the
provisions of the Companies Act 1985.
/s/ KPMG 25 February 1999
Chartered Accountants
Registered Auditors
6
<PAGE>
Consolidated profit and loss account
for the year ended 31 August 1998
<TABLE>
<CAPTION>
Note 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Turnover 1
Continuing operations 2,953,983 1,813,870
Acquisitions - 203,139
----------- -----------
2,953,983 2,017,009
Cost of sales (84,462) (66,018)
---------- ----------
Gross profit 2,869,521 1,950,991
Administrative expenses (2,431,341) (1,550,706)
---------- ----------
Operating profit 2
Continuing operations 438,180 345,844
Acquisitions - 54,441
----------- -----------
438,180 400,285
Interest receivable and similar income 5 35,989 13,250
Interest payable and similar charges 6 (20,436) (12,775)
---------- ----------
Profit on ordinary activities before
taxation 453,733 400,970
Tax on profit on ordinary activities 7 (111,424) (119,035)
---------- ----------
Profit on ordinary activities after
taxation 342,309 281,725
Minority interests (20,029) (19,430)
---------- ----------
Profit for the financial year 322,280 262,295
Dividends paid and payable (111,956) (79,650)
---------- ----------
Retained profit for the financial year 210,324 182,645
Surplus brought forward 187,745 5,100
---------- ----------
Retained profit carried forward 398,069 187,745
========== ==========
</TABLE>
The notes on pages 12 to 19 form part of these financial statements.
The company has no recognised gains or losses other than the profit for the
current year and for the previous year.
7
<PAGE>
Consolidated balance sheet
at 31 August 1998
<TABLE>
<CAPTION>
Note 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed assets
Intangible assets 8 47,731 53,575
Tangible assets 9 599,743 343,728
---------- ----------
647,474 397,303
Current assets
Stocks 42,623 30,350
Debtors 11 687,980 567,791
Cash at bank and in hand 1,117,446 1,132,360
---------- ----------
1,848,049 1,730,501
Creditors: amounts falling
due within one year 12 (1,668,332) (1,560,022)
---------- ----------
Net current assets 179,717 170,479
-------- --------
Total assets less current liabilities 827,191 567,782
Creditors: Amounts falling due after
more than one year 13 (133,177) (104,121)
-------- --------
694,014 463,661
======== ========
Capital and reserves
Called up share capital 19 204,300 5,310
Share premium 20 - 198,990
Profit & loss account 20 398,069 187,745
-------- --------
Shareholders' funds - equity interests 21 602,369 392,045
Minority equity interests 91,645 71,616
-------- --------
694,014 463,661
======== ========
</TABLE>
The notes on pages 12 to 19 form part of these financial statements.
On behalf of the Board:
/s/ EFA Ford
Director
8
<PAGE>
Consolidated Cash Flow Statement
for the year ended 31 August 1998
<TABLE>
<CAPTION>
Reconciliation of operating profit to net cash inflow from 1998 1997
operating activities (Pounds) (Pounds)
<S> <C> <C>
Operating profit 438,180 400,285
Loss on sale of fixed assets 2,562 -
Depreciation charges 136,635 84,409
Amortisation of goodwill 5,844 4,870
Increase in stocks (12,273) (7,693)
Increase in debtors (92,161) (309,349)
Increase in creditors 175,825 455,676
Sale of short term investment - 1,041
------- --------
Net cash inflow from operating activities 654,613 629,239
======= ========
</TABLE>
<TABLE>
<CAPTION>
CASH FLOW STATEMENT 1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Net cash inflow from operating activities 654,613 629,239
Returns on investments and servicing of finance
Interest paid (20,436) (12,775)
Interest received 35,989 13,250
Taxation
Corporation tax paid (including ACT) (124,416) (29,475)
Capital expenditure
Payments to acquire tangible fixed assets (400,462) (240,821)
Proceeds from sale of fixed assets 5,250 -
Acquisitions (Note 3)
Payments to acquire investments in subsidiary undertakings (27,800) (61,442)
Equity dividends paid (111,956) (79,650)
-------- --------
Net cash flow before financing 10,781 218,326
Financing
Repayment of long term loan (3,401) (1,728)
Finance lease advances 151,325 126,328
Capital element of finance lease repayments (68,099) (18,636)
-------- --------
Increase in cash in the period 90,606 324,290
======== ========
</TABLE>
10
<PAGE>
Notes to the Cash Flow Statement
<TABLE>
<CAPTION>
1 Reconciliation of net cash flow to movement in net funds (note 2) (Pounds) (Pounds)
<S> <C> <C>
Increase in cash in the period 90,606
Cash inflow from increase in debt and lease financing 71,500
--------
Change in net debt resulting from cash flows 162,106
New finance leases (151,325)
---------
Change in net debt 10,781
Net funds at 1 September 1997 543,341
---------
Net funds at 31 August 1998 554,122
=========
<CAPTION>
2 Analysis of changes in net funds
At 1 Sept Cash Other non At 31 Aug
1997 Flows cash 1998
changes
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 1,132,360 (14,914) 1,117,446
Overdrafts (436,589) 105,520 (331,069)
---------
90,606
Debt due within 1 year (2,657) 3,401 (3,339) (2,595)
Debt due after 1 year (23,547) 3,339 (20,208)
Finance leases (126,226) 68,099 (151,325) (209,452)
--------- --------- --------- ----------
TOTAL 543,341 162,106 (151,325) 554,122
======== ========= ========= ==========
3 Purchase of subsidiary undertaking (Pounds)
Payment of deferred consideration 27,800
==========
</TABLE>
11
<PAGE>
Notes
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules.
Turnover
Turnover represents commission from services, excluding Value Added Tax.
Tangible fixed assets
Depreciation is provided by the company at the following annual rates in
order to write off each asset over its estimated useful life.
Land and buildings - in accordance with the life of the lease
Office equipment - 30% on reducing balance
Fixtures and fittings - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Stocks
Stocks are stated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Investments
Current asset investments are stated at the lower of cost and net
realisable value.
Deferred taxation
Provision is made at current rates for taxation deferred in respect of all
material timing differences except to the extent that, in the opinion of
the directors, there is reasonable probability that the liability will not
arise in the foreseeable future.
Leases
Where the company enters into a lease which entails taking substantially
all the risks and rewards of ownership of an asset, the lease is treated as
a `finance lease'. The asset is recorded in the balance sheet as a
tangible fixed asset and is depreciated over its estimated useful life or
the term of the lease, whichever is shorter. Future instalments under such
leases, net of finance charges, are included within creditors. Rentals
payable are apportioned between the finance element, which is charged to
the profit and loss account, and the capital element which reduces the
outstanding obligation for future instalments.
All other leases are accounted for as `operating leases' and the rentals
are charged to the profit and loss account on a straight line basis over
the life of the lease.
12
<PAGE>
Notes (Continued)
1 Accounting policies (continued)
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling
at the rates of exchange ruling at the balance sheet date. Transactions in
foreign currencies are translated into sterling at the rate of exchange
ruling at the date of transaction. Exchange differences are taken into
account in arriving at the operating result.
Pensions
The company operates a defined contribution pension scheme. Contributions
payable for the year are charged in the profit and loss account.
Goodwill
Goodwill on consolidation is capitalised and amortised over ten years.
2 Operating profit
Operating profit is stated after charging:
1998 1997
(Pounds) (Pounds)
Depreciation - assets held under finance leases 70,514 28,815
Depreciation - owned assets 66,121 55,594
Auditors' remuneration - as auditors 24,421 15,750
- for other services 4,500 -
====== ======
The auditors remuneration for auditing the financial statements of the
company was (Pounds)15,532.
3 Remuneration of directors
1998 1997
(Pounds) (Pounds)
Directors' emoluments 323,090 164,813
Pension contributions 22,801 16,557
------- -------
345,891 181,370
======= =======
The emoluments of the Chairman, who was also the highest paid director,
were (Pounds)81,884.
13
<PAGE>
Notes (Continued)
4 Staff numbers and costs
The average number of people employed by the group (excluding directors),
analysed by category was as follows:
<TABLE>
<CAPTION>
1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Administration 54 28
Selling 12 10
-------- --------
66 38
======== ========
The aggregate payroll cost of these persons was as follows:
1998 1997
(Pounds) (Pounds)
Wages and salaries 723,123 367,418
Social Security costs 58,671 34,092
Pension costs 11,778 6,556
-------- --------
793,572 408,066
======== ========
5 Interest receivable and similar income
1998 1997
(Pounds) (Pounds)
Bank interest 35,989 13,250
======== ========
6 Interest payable and similar charges
1998 1997
(Pounds) (Pounds)
Loan interest 3,926 5,205
Interest on ACT 173 -
Bank interest paid 514 -
Finance lease interest 15,823 7,570
-------- --------
20,436 12,775
======== ========
7 Taxation
1998 1997
(Pounds) (Pounds)
UK corporation tax 113,328 120,656
Overprovision in prior year (1,904) (1,621)
-------- --------
111,424 119,035
======== ========
</TABLE>
14
<PAGE>
Notes (Continued)
8 Intangible fixed assets
<TABLE>
Goodwill
(Pounds)
<S> <C>
Cost
At 1 September 1997 58,445
Additions -
---------
At 31 August 1998 58,445
---------
Amortisation
At 1 September 1997 4,870
Charge for year 5,844
---------
At 31 August 1998 10,714
---------
Net book value
At 31 August 1998 47,731
=========
At 31 August 1997 53,575
=========
9 Tangible fixed assets
Group
<CAPTION>
Leasehold Office Fixtures and Motor Total
property equipment fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1997 55,081 306,159 101,068 88,084 550,392
Additions 29,540 214,599 40,985 115,338 400,462
Disposals - - - (14,495) (14,495)
--------- --------- --------- --------- ---------
At 31 August 1998 84,621 520,758 142,053 188,927 936,359
--------- --------- --------- --------- ---------
Depreciation
At 1 September 1997 18,051 113,933 52,151 22,529 206,664
Charge for year 7,002 88,290 11,353 29,990 136,635
Disposals - - - (6,683) (6,683)
--------- --------- --------- --------- ---------
At 31 August 1998 25,053 202,223 63,504 45,836 336,616
--------- --------- --------- --------- ---------
Net book value
At 31 August 1998 59,568 318,535 78,549 143,091 599,743
========= ========= ========= ========= =========
At 31 August 1997 37,030 192,226 48,917 65,555 343,728
========= ========= ========= ========= =========
</TABLE>
15
<PAGE>
Notes (Continued)
9 Tangible fixed assets (continued)
Company
<TABLE>
<CAPTION>
Leasehold Office Fixtures and Motor Total
property equipment fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1997 53,007 290,236 55,265 87,384 485,892
Additions 29,540 214,599 40,310 115,338 399,787
Disposals - - - (13,795) (13,795)
--------- ----------- ------------ ---------- ----------
At 31 August 1998 82,547 504,885 95,575 188,927 871,884
--------- ----------- ------------ ---------- ----------
Depreciation
At 1 September 1997 15,976 101,487 13,073 21,829 152,365
Charge for year 7,002 87,020 6,705 29,990 130,717
Disposals - - - (5,983) (5,983)
--------- ----------- ------------ ---------- ----------
At 31 August 1998 22,978 188,507 19,778 45,836 277,099
--------- ----------- ------------ ---------- ----------
Net book value
At 31 August 1998 59,569 316,328 75,797 143,091 594,785
--------- ----------- ------------ ---------- ----------
At 31 August 1997 37,031 188,749 42,192 65,555 333,527
========= =========== ============ ========== ==========
</TABLE>
The net book value of fixed assets of (Pounds)599,743 includes an amount of
(Pounds)215,332 in respect of assets held under finance leases.
10 Investments
<TABLE>
<CAPTION>
1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Shares in subsidiary undertakings 112,761 112,761
========== ==========
</TABLE>
On 19/th/ November 1996 the company purchased 51% of the ordinary share
capital of Lombard Guildhouse plc for consideration of (Pounds)112,761. On
15/th/ January 1999 the company exercised its option and purchased the
remaining 49% of the ordinary share capital of Lombard Guildhouse plc for
(Pounds)105,925.
The principal activities of Lombard Guildhouse plc during the period under
review were pawnbroking, cheque encashment, and the retail of gold and
jewellery.
11 Debtors
<TABLE>
<CAPTION>
Group Company
1998 1997 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Trade debtors 487,556 433,318 356,366 289,939
Other debtors 30,664 48,616 22,329 28,809
Amounts owed by subsidiary undertakings - - - 34,194
ACT recoverable 29,881 1,853 27,989 -
Prepayments and accrued income 139,879 84,004 136,527 81,911
------- ------- ------- -------
687,980 567,791 543,211 434,853
======= ======= ======= =======
</TABLE>
16
<PAGE>
Notes (Continued)
12 Creditors: amounts falling due within one year
<TABLE>
<CAPTION>
Group Company
1998 1997 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Bank loans and overdrafts 333,664 439,246 331,069 436,589
Obligations under finance leases 96,483 45,652 96,483 45,652
Trade creditors 95,550 103,847 93,983 87,029
Amounts owed to subsidiary company - - 26,909 -
Other creditors 901,591 772,733 901,591 772,315
Corporation tax 110,849 95,813 98,751 88,404
Other taxation and social security 33,522 621 32,634 19
Accruals and deferred income 96,673 102,110 88,030 84,386
--------- --------- --------- ---------
1,668,332 1,560,022 1,669,450 1,514,394
========= ========= ========= =========
</TABLE>
13 Creditors: amounts falling due after more than one year
<TABLE>
<CAPTION>
Group Company
1998 1997 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Bank loan 20,208 23,547 - -
Obligations under finance leases 112,969 80,574 112,969 80,574
------- ------- ------- ------
133,177 104,121 112,969 80,574
======= ======= ======= ======
</TABLE>
14 Loans and overdrafts
An analysis of the maturity of bank loans and overdrafts is given below:
<TABLE>
<CAPTION>
Group Company
1998 1997 1998 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Amounts falling due:
Within one year 333,664 439,246 331,069 436,589
Between one and two years 2,925 3,105 - -
Between two and five years 11,204 12,537 - -
In more than five years 6,079 7,905 - -
------- ------- ------- -------
353,872 462,793 331,069 436,589
======= ======= ======= =======
</TABLE>
17
<PAGE>
Notes (Continued)
15 Secured debts
The following secured debts are included within creditors:
<TABLE>
<CAPTION>
1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Bank loan 22,803 26,204
Obligations under finance leases 209,452 126,226
======== ========
</TABLE>
The bank loan is secured by a charge over the assets of Lombard Guildhouse
plc.
Obligations under finance leases are secured on the assets to which they
relate.
16 Deferred taxation
No provision has been made for deferred taxation. Timing differences
amounting to (Pounds)86,321 in respect of accelerated capital allowances
(1997: accelerated capital allowances of (Pounds)18,370) would result in a
deferred tax liability of (Pounds)26,759 using the full provision method.
17 Obligations under finance leases
The minimum lease payments to which the group and company is committed
fall due as follows:
<TABLE>
<CAPTION>
1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Within one year 114,685 58,861
In the second to fifth years inclusive 111,848 96,060
------- -------
226,533 154,921
Amount representing future finance changes (17,081) (28,695)
------- -------
Obligation under finance leases 209,452 126,226
======= =======
</TABLE>
18 Related party transactions
Mr E F A Ford owns the premises from which Lombard Guildhouse plc trades.
He charges the company (Pounds)10,000 per annum rent for the use of the
building. Included within other debtors is (Pounds)5,331 (1997:
(Pounds)16,947) due from Mr Ford. This amount was repaid to the company on
5 February 1999.
Mr R Tang is a partner in Tang Bowler Wiseman. During the year Cash
Centres Limited was charged (Pounds)2,820 for accountancy and statutory
work by Tang Bowler Wiseman.
19 Called up share capital
<TABLE>
<CAPTION>
1998 1997
(Pounds) (Pounds)
<S> <C> <C>
Authorised
Ordinary shares of (Pounds)1 each 10,000,000 6,000
========== ========
Allotted, issued and fully paid
Ordinary shares of (Pounds)1 each 204,300 5,310
========== ========
</TABLE>
On 10/th/ July 1998 the authorised share capital was increased to
(Pounds)10,000,000 of ordinary shares of (Pounds)1 each and there was also
a bonus issue of 198,990 ordinary shares of (Pounds)1 each.
18
<PAGE>
Cash Centres Limited
Notes (Continued)
20 Reserves
Group
<TABLE>
<CAPTION>
Share Profit and Total
premium loss
account account
(Pounds) (Pounds) (Pounds)
<S> <C> <C> <C>
At beginning of year 198,990 187,745 386,735
Profit for the financial year - 210,324 210,324
Bonus issue (198,990) - (198,990)
---------- --------- ----------
At end of year - 398,069 398,069
========== ========= ==========
Company
Share Profit and Total
premium loss
account account
(Pounds) (Pounds) (Pounds)
At beginning of year 198,990 172,392 371,382
Profit for the financial year - 195,323 195,323
Bonus issue (198,990) - (198,990)
---------- --------- ----------
At end of year - 367,715 367,715
========== ========= ==========
</TABLE>
On 10/th/ July 1998 the share premium account was utilised by way of a
bonus issue of shares.
As permitted by s230 of the Companies Act 1985 the company has not
presented its profit and loss account.
12 Reconciliation of movements in shareholders' funds
<TABLE>
<CAPTION>
1997 1996
(Pounds) (Pounds)
<S> <C> <C>
Profit for the financial year 322,280 262,295
Dividends (111,956) (79,650)
-------- -------
210,324 182,645
Shares issued during year - -
-------- -------
Net addition to shareholders' funds 210,324 182,645
Opening shareholders' funds 392,045 209,400
-------- -------
Closing shareholders' funds 602,369 392,045
======== =======
</TABLE>
19
<PAGE>
Lombard Guildhouse plc
Directors' report and financial statements
for the year ended 31 August 1999
Registered number 2261206
<PAGE>
Directors' report and financial statements
<TABLE>
<CAPTION>
Contents Page
<S> <C>
Company information 2
Directors' report 3
Statement of directors' responsibilities 4
Auditors' report 5
Profit and loss account 6
Balance sheet 7
Cash Flow Statement 8-9
Notes to the Financial Statements 10-15
</TABLE>
<PAGE>
Company information
Directors: EFA Ford
WJ Bowman (resigned 24 February 1999)
RLO Tang
Secretary: RLO Tang
Registered Office: E3 The Premier Centre
Abbey Park
Romsey
Hants
Registered Number: 2261206 (England and Wales)
Auditors: KPMG
Registered Auditors
Chartered Accountants
St James' Square
Manchester
M2 6DS
2
<PAGE>
Directors' report
The directors present their annual report and the audited financial statements
of the company for the year ended 31 August 1999.
Principal activities
The principal activities of the company in the year under review were that of
pawnbroking, cheque encashment and retailers of jewellery and gold products.
Dividends and transfer to reserves
The directors do not propose the payment of a dividend (1998: (Pounds)nil). The
retained profit for the year of (Pounds)59,558 (1998: (Pounds)40,875) is
transferred to reserves.
Payment of creditors
It is the company's payment policy to negotiate payment terms with its suppliers
to ensure that they know the term on which payment will take place when the
business is agreed. It is our policy to abide by these terms.
Directors and directors' interests
The directors who held office during the year and their interests in the
(Pounds)1 Ordinary shares of the company and the parent company at the end of
the financial year were as follows:
Cash Centres Limited Lombard Guildhouse plc
31 August 1999 31 August 1998 31 August 1999 31 August 1998
Ford 86,156 86,156 - 49,000
WJ Bowman 27,981 27,981 - -
RLO Tang 21,787 21,787 - -
Directors shareholdings include shares held by family members.
Year 2000
Cash Centres Limited has completed a Year 2000 project to ensure that all
computer hardware and software used by the company operates correctly up to 31
December 1999 and into the Year 2000.
Donations
During the year the company did not make any political or charitable donations.
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution for the
re-appointment of KPMG as auditors of the company is to be proposed at the
forthcoming Annual General Meeting.
On behalf of the Board
/s/ EFA Ford
Director
3
<PAGE>
Statement of directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss for that period. In preparing those financial
statements, the directors are required to
. select suitable accounting policies and then apply them consistently;
. make judgements and estimates that are reasonable and prudent;
. state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
. prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
4
<PAGE>
Report of the auditors to the members of Lombard Guildhouse plc
We have audited the financial statements on pages 6 to 15.
Respective responsibilities of directors and auditors
As described on page 4 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements made
by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluate the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 August 1999 and of its profit for the year
then ended and have been properly prepared in accordance with the provisions of
the Companies Act 1985.
/s/ KPMG 10 December 1999
Chartered Accountants
Registered Auditors
5
<PAGE>
Profit and loss account
for the year ended 31 August 1999
<TABLE>
<CAPTION>
Note Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover 1 231,575 241,403
Cost of sales (66,879) (84,462)
-------- --------
Gross profit 164,696 156,941
Administrative expenses (87,622) (101,275)
-------- --------
Operating profit 3 77,074 55,666
Interest payable and similar charges 4 (2,535) (2,118)
-------- --------
Profit on ordinary activities before taxation 74,539 53,548
Tax on profit on ordinary activities 5 (14,981) (12,673)
-------- --------
Retained profit for the financial year 59,558 40,875
Retained profit brought forward 87,030 46,155
-------- --------
Retained profit carried forward 146,588 87,030
======== ========
</TABLE>
The notes on pages 10 to 15 form part of these financial statements.
The turnover and profit for the year and the previous year have been derived
from continuing activities.
The company has no recognised gains or losses other than the profit for the
current year and for the previous year.
6
<PAGE>
Balance sheet
at 31 August 1999
<TABLE>
<CAPTION>
Note 31 August 1999 31 August 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed assets
Tangible assets 6 9,583 4,959
Current assets
Stocks 7 25,327 22,238
Debtors 8 198,710 171,678
Cash at bank and in hand 38,103 34,154
-------- --------
262,140 228,070
Creditors: amounts falling due within one year 9 (25,135) (25,791)
-------- --------
Net current assets 237,005 202,279
------- -------
Total assets less current liabilities 246,588 207,238
Creditors: Amounts falling due
after more than one year 10 - (20,208)
------- -------
246,588 187,030
======= =======
Capital and reserves
Called up share capital 14 100,000 100,000
Profit & loss account 146,588 87,030
------- -------
Equity shareholders' funds 18 246,588 187,030
======= =======
</TABLE>
On behalf of the Board:
/s/ EFA Ford
Director
7
<PAGE>
Cash Flow Statement
for the period ended 31 August 1999
<TABLE>
<CAPTION>
Reconciliation of operating profit to net cash inflow from Year ended Year ended
operating activities 31 August 1999 31 August 1998
(Pounds) (Pounds)
<S> <C> <C>
Operating profit 77,074 55,666
Depreciation charges 1,641 5,917
(Increase)/Decrease in stocks (3,088) 1,248
Increase in debtors (28,924) (4,507)
Increase in creditors (773) (58,658)
------- -------
Net cash flow from operating activities 45,930 (334)
CASH FLOW STATEMENT Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
Net cash inflow from operating activities 45,930 (334)
Returns on investments and servicing of finance
Interest paid (2,535) (2,118)
Taxation
Corporation tax paid (including ACT) (10,377) (8,023)
Capital expenditure
Payments to acquire tangible fixed assets (6,266) (675)
------- -------
Net cash flow before financing 26,752 (11,150)
Financing
Repayment of long term loan (22,803) (3,401)
------- -------
Increase /(Decrease) in cash in the period 3,949 (14,551)
------- -------
</TABLE>
8
<PAGE>
Notes to the Cash Flow Statement
<TABLE>
<CAPTION>
1 Reconciliation of net cash flow to movement in net debt (note 2) (Pounds) (Pounds)
<S> <C> <C>
Increase in cash in the period 3,949
Repayment of debt 22,803
--------
Change in net debt 26,752
Net funds at 1 September 1998 11,351
--------
Net funds at 31 August 1999 38,103
========
</TABLE>
2 Analysis of changes in net debt
<TABLE>
<CAPTION>
At 1 Sept Cash Flows Other At 31 Aug
1998 (Pounds) changes 1999
(Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 34,154 3,949 - 38,103
Debt due within 1 year (2,595) 2,595 - -
Debt due after 1 year (20,208) 20,208 - -
------- ------ ----- ------
TOTAL 11,351 26,752 - 38,103
======= ====== ===== ======
</TABLE>
9
<PAGE>
Notes
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules.
Turnover
Turnover represents income from the pawnbroking loanbook, sales of
jewellery and commission from cheque cashing.
Tangible fixed assets
Depreciation is provided by the company at the following annual rates in
order to write off each asset over its estimated useful life.
Leasehold property - 10% on cost
Plant and machinery - 20% on cost
Fixtures and fittings - 10-20% on cost
Motor vehicles - 25% on cost
Stocks
Stocks are stated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Deferred taxation
Provision is made at current rates for taxation deferred in respect of all
material timing differences except to the extent that, in the opinion of
the directors, there is reasonable probability that the liability will not
arise in the foreseeable future.
10
<PAGE>
Notes (Continued)
2 Staff costs
<TABLE>
<CAPTION>
Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
<S> <C> <C>
Wages and salaries 27,813 28,690
Social security costs 2,262 2,397
------ ------
30,075 31,087
====== ======
The average number of employees during the year was as follows:
Office and Management 2 2
Sales 3 3
------ ------
5 5
====== ======
3 Operating profit
Operating profit is stated after charging:
Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
Depreciation - owned assets 1,641 5,917
Auditors' remuneration - as auditors 4,700 9,069
====== ======
The directors did not receive any remuneration during the year.
4 Interest payable and similar charges
Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
Bank loan interest 2,535 1,945
Interest on ACT - 173
------ ------
2,535 2,118
====== ======
</TABLE>
11
<PAGE>
Notes (Continued)
5 Taxation
Year ended Year ended
31 August 1999 31 August 1998
(Pounds) (Pounds)
UK corporation tax 14,810 12,098
Underprovision in prior years 171 575
------ ------
14,981 12,673
====== ======
6 Tangible fixed assets
<TABLE>
<CAPTION>
Leasehold Plant and Fixtures and Motor Total
property machinery fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1998 2,074 15,924 46,478 - 64,476
Additions - 4,370 1,895 - 6,265
Disposals - - - - -
----- ------ ------ ---- ------
At 31 August 1999 2,074 20,294 48,373 - 70,741
----- ------ ------ ---- ------
Depreciation
At 1 September 1998 2,074 13,717 43,726 - 59,517
Charge for year - 1,392 249 - 1,641
Disposals
----- ------ ------ ---- ------
At 31 August 1999 2,074 15,109 43,975 - 61,158
----- ------ ------ ---- ------
Net book value
At 31 August 1999 - 5,185 4,398 - 9,583
===== ====== ====== ==== ======
At 31 August 1998 - 2,207 2,752 - 4,959
===== ====== ====== ==== ======
</TABLE>
12
<PAGE>
Notes (Continued)
7 Stock
<TABLE>
<CAPTION>
31 August 1999 31 August 1998
(Pounds) (Pounds)
<S> <C> <C>
Goods for resale 25,327 22,238
======== ========
8 Debtors
31 August 1999 31 August 1998
(Pounds) (Pounds)
Trade debtors 78,829 131,190
Other debtors - 8,335
Prepayments and accrued income 3,606 3,352
Amounts due from parent company 116,275 26,909
ACT recoverable - 1,892
-------- --------
198,710 171,678
======== ========
9 Creditors: amounts falling due within one year
31 August 1999 31 August 1998
(Pounds) (Pounds)
Bank loans and overdrafts - 2,595
Trade creditors 1,120 1,567
Amounts owed to parent company - -
Other creditors - -
Corporation tax 14,810 12,098
Other taxation and social security 532 888
Accruals and deferred income 8,673 8,643
-------- --------
25,135 25,791
======== ========
10 Creditors: amounts falling due after more than one year
31 August 1999 31 August 1998
(Pounds) (Pounds)
Bank Loans (see note 12) - 20,208
======== ========
</TABLE>
13
<PAGE>
Notes (Continued)
11 Loans and overdrafts
An analysis of the maturity of bank loans is given below:
31 August 1999 31 August 1998
(Pounds) (Pounds)
Amounts falling due:
Within one year - 2,595
Between one and two years - 2,925
Between two and five years - 11,204
In more than five years - 6,079
----- ------
- 22,803
===== ======
12 Secured debts
The following secured debts are included within creditors:
31 August 1999 31 August 1998
(Pounds) (Pounds)
Bank Loans - 22,803
===== ======
13 Deferred taxation
No provision has been made for deferred taxation. Timing differences
amounting to (Pounds)3,015 in respect of accelerated capital allowances
(1998: (Pounds)1,215) would result in a deferred tax liability of
(Pounds)603 using the full provision method.
14 Called up share capital
<TABLE>
<CAPTION>
31 August 1999 31 August 1998
(Pounds) (Pounds)
<S> <C> <C>
Authorised, allotted, issued and fully paid
100,000 Ordinary shares of (Pounds)1 each 100,000 100,000
======= =======
</TABLE>
14
<PAGE>
Notes (Continued)
15 Ultimate Parent Company
Cash Centres Limited is the ultimate parent company of Lombard Guildhouse
plc.
On 15/th/ January 1999 Cash Centres Limited exercised its option and
purchased the remaining 49% of the ordinary share capital of Lombard
Guildhouse plc.
16 Related party transactions
Lombard Guildhouse plc has a trading relationship with Cash Centres Limited
involving the franchised operation of cheque cashing. During the period
Lombard Guildhouse derived commission income of (Pounds)86,575 (1997:
(Pounds)80,808) from this relationship. Cash Centres also charged Lombard
Guildhouse (Pounds)6,000 (1998:(Pounds)7,560) for administrative services.
Mr E F A Ford owns the premises from which Lombard Guildhouse trades. He
charges the company (Pounds)10,000 per annum rent for the use of the
building.
Mr E F A Ford is also a director and shareholder of Cash Centres Limited.
17 Post balance sheet events
On 1 September 1999, as part of a restructuring of the Cash Centres Limited
group, the business and assets of Lombard Guildhouse plc were transferred
to another group company, Cash Centres Retail Limited.
18 Reconciliation of movements in shareholders' funds
31 August 1999 31 August 1998
(Pounds) (Pounds)
Profit for the financial year 59,558 40,875
Dividends - -
------- -------
Net movement in shareholders' funds 59,558 40,875
Opening shareholders' funds 187,030 146,155
------- -------
Closing shareholders' funds 246,588 187,030
======= =======
15
<PAGE>
Lombard Guildhouse plc
Directors' report and financial statements
for the year ended 31 August 1999
Registered number 2261206
<PAGE>
Directors' report and financial statements
<TABLE>
<CAPTION>
Contents Page
<S> <C>
Company information 2
Directors' report 3-4
Statement of directors' responsibilities 5
Auditors' report 6
Profit and loss account 7
Balance sheet 8
Cash Flow Statement 9-10
Notes to the Financial Statements 11-16
</TABLE>
<PAGE>
Company information
Directors: EFA Ford
WJ Bowman
Secretary: WJ Bowman
Registered Office: 46 Whitby Road
Ellesmere Port
South Wirral
Registered Number: 2261206 (England and Wales)
Auditors: KPMG
Registered Auditors
Chartered Accountants
St James Square
Manchester
M2 6DS
2
<PAGE>
Directors' report
The directors present their annual report and the audited financial statements
of the company for the year ended 31 August 1999.
Principal activities
The principal activities of the company in the year under review were that of
pawnbroking, cheque encashment and retailers of jewellery and gold products.
Dividends and transfer to reserves
The directors do not propose the payment of a dividend (1998: (Pounds)nil). The
retained profit for the year of (Pounds)59,558 (1998: (Pounds)40,875) is
transferred to reserves.
Payment of creditors
It is the company's payment policy to negotiate payment terms with its suppliers
to ensure that they know the term on which payment will take place when the
business is agreed. It is our policy to abide by these terms.
Directors and directors' interests
The directors who held office during the year and their interests in the
(Pounds)1 Ordinary shares of the company and the parent company at the end of
the financial year were as follows:
Cash Centres Limited Lombard Guildhouse plc
31 August 1998 31 August 1997 31 August 1998 31 August 1997
EFA Ford 86,156 2,340 49,000 49,000
WJ Bowman 27,981 760 - -
Directors shareholdings include shares held by family members.
Year 2000
The Company has commenced a Year 2000 project to ensure that all computer
hardware and software used by the company operates correctly up to 31 December
1999 and into the Year 2000.
The project commenced on 4 January 1999 with 90% of the conversion and
compliance testing scheduled for completion by 31 March 1999. Any remaining
analysis and conversion will be completed by 31 July 1999.
The project includes:
. Inventory of all hardware
. Inventory of all Operating Systems
. Inventory of all third party applications
. Inventory of all bespoke applications
All bespoke applications will be subjected to detailed analysis, conversion and
testing.
Suppliers of third party software will be required to either provide written
confirmation that their application is Year 2000 compliant or a version of the
application with evidence that the application is compliant.
All hardware will be tested to ensure Year 2000 operability, any hardware found
not to operate correctly will be upgraded or replaced.
Donations
During the year the company did not make any political or charitable donations.
3
<PAGE>
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution for the
re-appointment of KPMG as auditors of the company is to be proposed at the
forthcoming Annual General Meeting.
On behalf of the Board
/s/ EFA Ford
Director
4
<PAGE>
Statement of directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss for that period. In preparing those financial
statements, the directors are required to
. select suitable accounting policies and then apply them consistently;
. make judgements and estimates that are reasonable and prudent;
. state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
. prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
5
<PAGE>
Report of the auditors to the members of Lombard Guildhouse plc
We have audited the financial statements on pages 7 to 16.
Respective responsibilities of directors and auditors
As described on page 5 the company's directors are responsible for the
preparation of financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and judgements made
by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluate the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 August 1998 and of its profit for the year
then ended and have been properly prepared in accordance with the provisions of
the Companies Act 1985.
/s/ KPMG 25 February 1999
Chartered Accountants
Registered Auditors
6
<PAGE>
Profit and loss account
for the year ended 31 August 1998
<TABLE>
<CAPTION>
Note Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover 1 241,403 186,338
Cost of sales (84,462) (59,555)
--------- ----------
Gross profit 156,941 126,783
Administrative expenses (101,275) (73,964)
--------- ----------
Operating profit 3 55,666 52,819
Other interest receivable and similar income 4 - 224
Interest payable and similar charges 5 (2,118) (2,191)
--------- ----------
Profit on ordinary activities before taxation 53,548 50,852
Tax on profit on ordinary activities 6 (12,673) (21,011)
--------- ----------
Retained profit for the financial year 40,875 29,841
Retained profit brought forward 46,155 16,314
--------- ----------
Retained profit carried forward 87,030 46,155
========= ==========
</TABLE>
The notes on pages 11 to 16 form part of these financial statements.
The turnover and profit for the year and the previous year have been derived
from continuing activities.
The company has no recognised gains or losses othr than the profit for the
current year and for all pervious year.
7
<PAGE>
Balance sheet
at 31 August 1998
<TABLE>
<CAPTION>
Note 31 August 1998 31 August 1997
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed assets
Tangible assets 7 4,959 10,201
Current assets
Stocks 8 22,238 23,486
Debtors 9 171,678 167,132
Cash at bank and in hand 34,154 48,705
------- -------
228,070 239,323
Creditors: amounts falling
due within one year 10 (25,791) (79,822)
------- -------
Net current assets 202,279 159,501
------- -------
Total assets less current 207,238 169,702
liabilities
Creditors: Amounts falling due
after more than one year 11 (20,208) (23,547)
------- -------
187,030 146,155
======= =======
Capital and reserves
Called up share capital 15 100,000 100,000
Profit & loss account 87,030 46,155
------- -------
Equity shareholders' funds 18 187,030 146,155
======= =======
</TABLE>
On behalf of the Board:
/s/ EFA Ford
Director
8
<PAGE>
Cash Flow Statement
for the period ended 31 August 1998
<TABLE>
<CAPTION>
Reconciliation of operating profit to net cash inflow from Year ended 8 months ended
operating activities 31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Operating profit 55,666 52,819
Depreciation charges 5,917 4,150
Decrease/(Increase) in stocks 1,248 (3,833)
Increase in debtors (4,507) (31,547)
Increase in creditors (58,658) 13,553
------- -------
Net cash inflow from operating activities (334) 35,142
<CAPTION>
CASH FLOW STATEMENT Year ended 8 months ended 31
31 August 1998 August 1997
(Pounds) (Pounds)
Net cash inflow from operating activities (334) 35,142
Returns on investments and servicing of finance
Interest paid (2,118) (2,191)
Taxation
Corporation tax paid (including ACT) (8,023) (4,563)
Capital expenditure
Payments to acquire tangible fixed assets (675) (1,473)
-------- -------
Net cash flow before financing (11,150) 26,915
Financing
Repayment of long term loan (3,401) (1,728)
-------- -------
(Decrease)/Increase in cash in the period (14,551) 25,187
======== =======
</TABLE>
9
<PAGE>
Notes to the Cash Flow Statement
<TABLE>
<CAPTION>
1 Reconciliation of net cash flow to movement in net debt (note 2) (Pounds) (Pounds)
<S> <C> <C>
Decrease in cash in the period (14,551)
Repayment of debt 3,401
--------
Change in net debt (11,150)
Net funds at 1 September 1997 22,501
--------
Net funds at 31 August 1998 11,351
========
</TABLE>
2 Analysis of changes in net debt
<TABLE>
<CAPTION>
At 1 Sept Cash Other At 31 Aug
1997 Flows changes 1998
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 48,705 (14,551) - 34,154
Debt due within 1 year (2,657) 3,401 (3,339) (2,595)
Debt due after 1 year (23,547) 3,339 (20,208)
-------- -------- ------- --------
TOTAL 22,501 (11,150) - 11,351
======== ======== ======= ========
</TABLE>
10
<PAGE>
Notes
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules.
Turnover
Turnover represents income from the pawnbroking loanbook, sales of
jewellery and commission from cheque cashing.
Tangible fixed assets
Depreciation is provided by the company at the following annual rates in
order to write off each asset over its estimated useful life.
Leasehold property - 10% on cost
Plant and machinery - 20% on cost
Fixtures and fittings - 10-20% on cost
Motor vehicles - 25% on cost
Stocks
Stocks are stated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Deferred taxation
Provision is made at current rates for taxation deferred in respect of all
material timing differences except to the extent that, in the opinion of
the directors, there is reasonable probability that the liability will not
arise in the foreseeable future.
11
<PAGE>
Notes (Continued)
2 Staff costs
<TABLE>
<CAPTION>
Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Wages and salaries 28,690 17,028
Social security costs 2,397 1,441
------ ------
31,087 18,469
====== ======
</TABLE>
The average number of employees during the year was as follows:
<TABLE>
<S> <C> <C>
Office and Management 2 2
Sales 3 3
------ ------
5 5
====== ======
</TABLE>
3 Operating profit
Operating profit is stated after charging:
<TABLE>
<CAPTION>
Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Depreciation - owned assets 1,518 4,150
Auditors' remuneration - as auditors 9,069 3,750
====== ======
</TABLE>
The directors did not receive any remuneration during the year.
4 Interest receivable and similar income
<TABLE>
<CAPTION>
Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Repayment supplement on overpaid tax - 224
====== ======
</TABLE>
5 Interest payable and similar charges
<TABLE>
<CAPTION>
Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Bank loan interest 1,945 2,191
Interest on ACT 173 -
------ ------
2,118 2,191
====== ======
</TABLE>
12
<PAGE>
Notes (Continued)
6 Taxation
<TABLE>
<CAPTION>
Year ended 8 months ended
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
UK corporation tax 12,098 12,011
Underprovision in prior years 575 9,000
------- -------
12,673 21,011
======= =======
</TABLE>
7 Tangible fixed assets
<TABLE>
<CAPTION>
Leasehold Plant and Fixtures and Motor Total
property machinery fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1997 2,074 15,924 45,803 700 64,501
Additions - - 675 675
Disposals - - - (700) (700)
------ ------- ------- ------ -------
At 31 August 1998 2,074 15,924 46,478 - 64,476
------ ------- ------- ------ -------
Depreciation
At 1 September 1997 2,074 12,447 39,079 700 54,300
Charge for year - 1,270 4,647 5,917
Disposals (700) (700)
------ ------- ------- ------ -------
At 31 August 1998 2,074 13,717 43,726 - 59,517
------ ------- ------- ------ -------
Net book value
At 31 August 1998 - 2,207 2,752 - 4,959
====== ======= ======= ====== =======
At 31 August 1997 - 3,477 6,724 - 10,201
====== ======= ======= ====== =======
</TABLE>
13
<PAGE>
Notes (Continued)
8 Stock
31 August 1998 31 August 1997
(Pounds) (Pounds)
Goods for resale 22,238 23,486
======== ========
9 Debtors
31 August 1998 31 August 1997
(Pounds) (Pounds)
Trade debtors 131,190 143,379
Other debtors 8,335 19,807
Prepayments and accrued income 3,352 2,093
Amounts due from parent company 26,909 -
ACT recoverable 1,892 1,853
-------- --------
171,678 167,132
======== ========
10 Creditors: amounts falling due within one year
31 August 1998 31 August 1997
(Pounds) (Pounds)
Bank loans and overdrafts 2,595 2,657
Trade creditors 1,567 16,818
Amounts owed to parent company - 34,194
Other creditors - 418
Corporation tax 12,098 7,409
Other taxation and social security 888 602
Accruals and deferred income 8,643 17,724
-------- --------
25,791 79,822
======== ========
11 Creditors: amounts falling due after more than one year
31 August 1998 31 August 1997
(Pounds) (Pounds)
Bank Loans (see note 12) 20,208 23,547
======== ========
14
<PAGE>
Notes (Continued)
12 Loans and overdrafts
An analysis of the maturity of bank loans is given below:
<TABLE>
<CAPTION>
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Amounts falling due:
Within one year 2,595 2,657
Between one and two years 2,925 3,105
Between two and five years 11,204 12,537
In more than five years 6,079 7,905
------ ------
22,803 26,204
====== ======
</TABLE>
13 Secured debts
The following secured debts are included within creditors:
<TABLE>
<CAPTION>
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Bank Loans 22,803 26,204
====== ======
</TABLE>
The bank loan is secured by a charge over the assets of the company.
14 Deferred taxation
No provision has been made for deferred taxation. Timing differences
amounting to (Pounds)1,215 in respect of accelerated capital allowances
(1997: (Pounds)5,405) would result in a deferred tax liability of
(Pounds)255 using the full provision method.
15 Called up share capital
<TABLE>
<CAPTION>
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Authorised, allotted, issued and fully paid
100,000 Ordinary shares of (Pounds)1 each 100,000 100,000
============== ==============
</TABLE>
15
<PAGE>
Notes (Continued)
16 Ultimate Parent Company
Cash Centres Limited acquired 51% of the issued share capital on 30
November 1996 and exercised its option on 15 January 1999 to acquire the
remaining 49%.
17 Related Party Transactions
Lombard Guildhouse plc has a trading relationship with Cash Centres Limited
involving the franchised operation of cheque cashing. During the period
Lombard Guildhouse derived commission income of (Pounds)80,808 (1997:
(Pounds)63,481) from this relationship. Cash Centres also charged Lombard
Guildhouse (Pounds)7,560 for administrative services.
Mr E F A Ford owns the premises from which Lombard Guildhouse trades. He
charges the company (Pounds)10,000 per annum rent for the use of the
building. Included within other debtors is (Pounds)5,331 (1997:
(Pounds)16,947) due from Mr Ford. This amount was repaid to the company on
5 February 1999.
The highest balance due to the company from Mr Ford during the year was
(Pounds)20,081.
Mr E F A Ford is also a director and shareholder of Cash Centres Limited.
18 Reconciliation of movements in shareholders' funds
<TABLE>
<CAPTION>
31 August 1998 31 August 1997
(Pounds) (Pounds)
<S> <C> <C>
Profit for the financial year 40,875 29,841
Dividends - -
------- -------
Net movement in shareholders' funds 40,875 29,841
Opening shareholders' funds 146,155 116,314
------- -------
Closing shareholders' funds 187,030 146,155
======= =======
</TABLE>
16
<PAGE>
Cash Centres Corporation Limited
Interim unaudited financial statements
for the three months ended 30 November 1999 and 1998
<PAGE>
Interim unaudited financial statements
<TABLE>
<CAPTION>
Contents Page
<S> <C>
Interim unaudited consolidated profit and loss accounts 2
Interim unaudited consolidated balance sheet 3
Interim unaudited company balance sheet 4
Interim unaudited consolidated cash flow statements 5-6
Notes to the interim unaudited financial statements 7-14
</TABLE>
<PAGE>
Interim unaudited consolidated profit and loss accounts
for the quarters ended 30 November 1999 and 1998
<TABLE>
<CAPTION>
Note 1999 1998
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover 1 912,429 934,388
Cost of sales (7,968) (2,398)
-------- -------
Gross profit 904,461 931,990
Administrative expenses 702,848 861,762
-------- -------
Operating profit 2 201,613 70,228
Interest receivable and similar income 5 3,851 8,743
Interest payable and similar charges 6 (2,211) (5,266)
-------- -------
Profit on ordinary activities before 203,253 73,705
Tax on profit on ordinary activities 7 (60,976) (26,168)
-------- -------
Profit on ordinary activities after taxation 142,277 47,537
Minority interests - (5,055)
-------- -------
Profit for the period 142,277 42,482
Dividends paid and payable -
-------- -------
Retained profit for the period 142,277 42,482
======== =======
</TABLE>
The notes on pages 11 to 18 form part of these interim unaudited financial
statements.
The company has no recognised gains or losses other than the profit for the
current year and for the previous year.
2
<PAGE>
Interim unaudited consolidated balance sheet
at 30 November 1999
<TABLE>
<CAPTION>
Note 1999
(Pounds) (Pounds)
<S> <C> <C> <C>
Fixed assets
Intangible assets 8 (587,648)
Tangible assets 9 570,544
----------
(17,106)
Current assets
Stocks 67,712
Debtors 11 1,342,535
Cash at bank and in hand 2,330,916
----------
3,741,164
Creditors: amounts falling
due within one year 12 (3,274,550)
----------
Net current assets 466,614
-------
Total assets less current liabilities 449,508
Creditors: Amounts falling due after
more than one year 13 (80,253)
-------
369,255
=======
Capital and reserves
Called up share capital 21 207,998
Share Premium Account 18,981
Profit & loss account 22 142,277
-------
369,255
=======
</TABLE>
The notes on pages 11 to 18 form part of these interim unaudited financial
statements.
3
<PAGE>
Interim unaudited company balance sheet
at 30 November 1999
<TABLE>
<CAPTION>
Note 1999
(Pounds) (Pounds)
<S> <C> <C> <C>
Fixed assets
Tangible assets 9
Investments 10 204,304
-------
204,304
Creditors: amounts falling
due within one year 12 (4)
-------
(4)
-------
Net current assets 204,300
=======
Capital and reserves
Called up share capital 20 204,300
Profit & loss account -
-------
Equity shareholders' funds 204,300
=======
</TABLE>
The notes on pages 11 to 18 form part of these interim unaudited financial
statements.
4
<PAGE>
Interim unaudited consolidated Cash Flow Statements
for the quarters ended 30 November 1999 and 1998
<TABLE>
<CAPTION>
Reconciliation of operating profit to net cash inflow from 1999 1998
operating activities (Pounds) (Pounds)
<S> <C> <C>
Operating profit 201,613 70,229
Depreciation charges 32,149 34,890
(Loss)/Profit on sale of fixed assets 5,110 (6,890)
Amortisation of goodwill 1,600
Decrease/(Increase) in stocks (25,747) 3,963
Increase in debtors (190,739) (146,761)
Increase in creditors (177,363) 32,962
-------- --------
Net cash outflow from operating activities (154,977) (10,007)
======== ========
CASH FLOW STATEMENTS 1999 1998
(Pounds) (Pounds)
Net cash outflow from operating activities (154,977) (10,007)
Returns on investments and servicing of finance
Interest paid (2,211) (5,266)
Interest received 3,850 8,743
Taxation
Refund of overpayment - 2,479
Capital expenditure
Payments to acquire tangible fixed assets (74,890) (69,532)
Proceeds from sale of fixed assets 12,000 63,981
Equity dividends paid - -
-------- --------
Net cash flow before financing (216,228) (9,602)
Financing
New issue of shares 22,679 -
Repayment of long term loan - (662)
Finance lease advances 17,500 -
Capital element of finance lease repayments (34,697) (28,869)
-------- --------
Decrease in cash in the period (210,746) (39,133)
======== ========
</TABLE>
5
<PAGE>
Notes to the interim unaudited Cash Flow Statements
<TABLE>
<CAPTION>
1 Reconciliation of net cash flow to movement in net funds (note 2) 1999 1998
(Pounds) (Pounds)
<S> <C> <C>
Decrease in cash in the period (210,744) (39,133)
Cash outflow from decrease in debt and lease financing 34,697 29,531
--------- --------
Change in net debt resulting from cash flows (176,047) (9,602)
New finance leases (17,500) -
--------- --------
Change in net debt (193,547) (9,602)
Net funds at 1 September 1,469,938 384,663
--------- --------
Net funds at 30 November 1,276,391 375,061
========= ========
</TABLE>
2 Analysis of changes in net funds
<TABLE>
<CAPTION>
At 1 Sept Cash Other At 30 Nov
1999 Flows non cash 1999
changes
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 1,601,311 729,605 - 2,330,916
Overdrafts - (940,349) - (940,349)
---------
(210,744)
Debt due within 1 year - - - -
Debt due after 1 year - - - -
Finance leases (131,373) 17,197 - (114,176)
---------- -------- --- ----------
TOTAL 1,469,938 (193,547) - 1,276,391
========== ======== === ==========
<CAPTION>
At 1 Sept Cash Other At 30 Nov
1998 Flows non cash 1998
changes
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cash at bank and in hand 1,117,446 125,180 1,242,626
Overdrafts (503,123) (164,313) (667,436)
--------
(39,133)
Debt due within 1 year (22,802) 662 (22,140)
Debt due after 1 year - - - -
Finance leases (206,858) 28,869 (177,989)
---------- -------- --- ----------
TOTAL 384,663 (9,602) - 375,061
========== ======== === ==========
</TABLE>
6
<PAGE>
Notes
(forming part of the interim unaudited financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the company's
financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules.
Turnover
Turnover represents commission from services, excluding Value Added Tax.
Tangible fixed assets
Depreciation is provided by the company at the following annual rates in
order to write off each asset over its estimated useful life.
Land and buildings - in accordance with the life of the lease
Office equipment - 30% on reducing balance
Fixtures and fittings - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Stocks
Stocks are stated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Investments
Current asset investments are stated at the lower of cost and net
realisable value.
Deferred taxation
Provision is made at current rates for taxation deferred in respect of all
material timing differences except to the extent that, in the opinion of
the directors, there is reasonable probability that the liability will not
arise in the foreseeable future.
Leases
Where the company enters into a lease which entails taking substantially
all the risks and rewards of ownership of an asset, the lease is treated as
a `finance lease'. The asset is recorded in the balance sheet as a tangible
fixed asset and is depreciated over its estimated useful life or the term
of the lease, whichever is shorter. Future instalments under such leases,
net of finance charges, are included within creditors. Rentals payable are
apportioned between the finance element, which is charged to the profit and
loss account, and the capital element which reduces the outstanding
obligation for future instalments.
All other leases are accounted for as `operating leases' and the rentals
are charged to the profit and loss account on a straight line basis over
the life of the lease.
7
<PAGE>
Notes (Continued)
1 Accounting policies (continued)
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling
at the rates of exchange ruling at the balance sheet date. Transactions in
foreign currencies are translated into sterling at the rate of exchange
ruling at the date of transaction. Exchange differences are taken into
account in arriving at the operating result.
Pensions
The company operates a defined contribution pension scheme. Contributions
payable for the year are charged in the profit and loss account.
Goodwill
Goodwill on consolidation is capitalised and amortised over ten years.
2 Operating profit
Operating profit is stated after charging:
1999 1998
(Pounds) (Pounds)
Depreciation - assets held under finance leases 10,256 12,896
Depreciation - owned assets 21,893 21,994
Loss/(Profit) on sale of assets 5,110 (6,890)
Auditors' remuneration - as auditors 4,500 3,300
- for other services -
====== ======
The auditors remuneration for auditing the financial statements of the
company was (Pounds)4,500.
1 Remuneration of directors
1999 1998
(Pounds) (Pounds)
Directors' emoluments 54,698 83,282
Pension contributions - 5,700
------ ------
54,698 88,982
====== ======
The emoluments of the Chairman, who was also the highest paid director,
were (Pounds)31,500 (1998: (Pounds)21,118)
None of the directors exercised any share options during the period.
8
<PAGE>
Notes (Continued)
4 Staff numbers and costs
The average number of people employed by the group (excluding directors),
analysed by category was as follows:
1999 1998
Administration 56 54
Selling 14 12
---- ----
70 66
==== ====
The aggregate payroll cost of these persons was as follows:
1999 1998
(Pounds) (Pounds)
Wages and salaries 197,433 191,652
Social Security costs 16,416 16,960
Pension costs 3,113 4,451
------- -------
216,962 213,064
======= =======
5 Interest receivable and similar income
1999 1998
(Pounds) (Pounds)
Bank interest 3,851 8,743
===== =====
6 Interest payable and similar charges
1999 1998
(Pounds) (Pounds)
Finance lease interest 2,211 3,933
Loan Interest - 1,333
===== =====
7 Taxation
1999 1998
(Pounds) (Pounds)
UK corporation tax 60,976 26,107
Deferred tax charge - -
Overprovision in prior year - -
------ ------
60,976 26,107
====== ======
9
<PAGE>
Notes (Continued)
8 Intangible fixed assets
Goodwill
(Pounds)
Cost
At 1 September 1999 -
Additions 587,648
-------
At 30 November 1999 587,648
-------
Amortisation
At 1 September 1999 -
Charge for year -
-------
At 30 November 1999 -
Net book value
At 30 November 1999 587,648
=======
At 1 September 1999 -
=======
9 Tangible fixed assets
Group
<TABLE>
<CAPTION>
Leasehold Office Fixtures and Motor Total
property equipment fittings vehicles
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 September 1999 82,546 543,374 143,312 174,164 943,396
Additions 508 24,413 11,133 38,994 75,048
Disposals - - - (26,793) (26,793)
------ ------- ------- ------- -------
At 30 November 1999 83,054 567,787 154,445 186,365 991,651
------ ------- ------- ------- -------
Depreciation
At 1 September 1999 26,540 268,112 72,555 55,644 425,851
Charge for year 1,675 20,433 2,677 8,264 33,049
Disposals - - - (11,606) (11,606)
------ ------- ------- ------- -------
At 30 November 1999 28,215 288,545 75,232 52,302 447,294
------ ------- ------- ------- -------
Net book value
At 30 November 1999 54,839 279,242 79,213 134,063 547,357
====== ======= ======= ======= =======
At 31 August 1999 56,006 275,262 70,757 118,518 517,545
====== ======= ======= ======= =======
</TABLE>
10
<PAGE>
Notes (Continued)
9 Tangible fixed assets (continued)
Company
The company does not own any fixed assets.
The net book value of fixed assets of (Pounds)547,357 includes an amount of
(Pounds)145,582 in respect of assets held under finance leases.
10 Investments
1999
(Pounds)
Shares in subsidiary undertakings 204,304
=======
11 Debtors
Group Company
1999 1999
(Pounds) (Pounds)
Trade debtors 996,203 -
Other debtors 252,130 -
ACT recoverable - -
Prepayments and accrued income 94,203 -
--------- -------
1,342,536 -
========= =======
11
<PAGE>
Notes (Continued)
12 Creditors: amounts falling due within one year
Group Company
1999 1999
(Pounds) (Pounds)
Bank loans and overdrafts 940,349 -
Obligations under finance leases 64,359 -
Trade creditors 1,779,380 -
Amounts owed to subsidiary company - 4
Other creditors 82,486 -
Corporation tax including deferred taxation 246,950 -
Other taxation and social security 28,206 -
Accruals and deferred income 132,820 -
--------- -------
3,274,550 4
========= =======
13 Creditors: amounts falling due after more than one year
Group Company
1999 1999
(Pounds) (Pounds)
Bank loan - -
Obligations under finance leases 49,818 -
Deferred tax 30,435 -
--------- -------
80,253 -
========= =======
14 Loans and overdrafts
An analysis of the maturity of bank loans and overdrafts is given below:
Group Company
1999 1999
(Pounds) (Pounds)
Amounts falling due:
Within one year - -
Between one and two years - -
Between two and five years - -
In more than five years - -
--------- -------
- -
========= =======
12
<PAGE>
Notes (Continued)
15 Secured debts
The following secured debts are included within creditors:
1999
(Pounds)
Bank loan
Obligations under finance leases 114,177
=======
Obligations under finance leases are secured on the assets to which they
relate.
16 Deferred taxation
A provision of (Pounds)35,773 has been made for deferred taxation. This
provision represents a full provision for timing differences amounting to
(Pounds)110,173 in respect of accelerated capital allowances (1998:
accelerated capital allowances of (Pounds)86,321).
17 Obligations under finance leases
The minimum lease payments to which the group and company is committed fall
due as follows:
1999
(Pounds)
Within one year 71,725
In the second to fifth years inclusive 53,620
-------
125,345
Amount representing future finance changes (11,168)
-------
Obligation under finance leases 114,177
=======
18 Related party transactions
Mr E F A Ford owns the premises from which Lombard Guildhouse plc trades.
He charges the company (Pounds)10,000 per annum rent for the use of the
building.
19 Provisions
Included within other creditors is an amount of (Pounds)31,494 in respect
of a provision made for losses on our London branch. The branch has been
sold, subject to assignment of the lease, and therefore we have provided
for the loss on disposal of the branch premises.
13
<PAGE>
Notes (Continued)
20 Called up share capital
1999 1998
(Pounds) (Pounds)
Authorised
Ordinary shares of (Pounds)1 each 10,000,000 10,000,000
========== ==========
Allotted, issued and fully paid
Ordinary shares of (Pounds)1 each 207,998 204,300
========== ==========
21 Events since 30 November 1999
On 15 December 1999, the Company entered into an agreement for the sale and
purchase of shares with Dollar Financial UK Limited, an United Kingdom
corporation, and Dollar Financial Group, an United States corporation.
31 Differences between United Kingdom Generally Accepted Accounting Principles
("UK GAAP") and United States Generally Accepted Accounting Principles ("US
GAAP")
The accompanying financial statements have been prepared in accordance with
UK GAAP, and are presented in British Pounds. The accounting policies of
the Company comply, with all material aspects, with US GAAP as of 30
November, 1999 and therefore the financial results are not materially
different if prepared in accordance with US GAAP.
14
<PAGE>
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
The following unaudited condensed consolidated pro forma balance sheet as
of September 30, 1999 and the unaudited condensed consolidated pro forma
statements of operations for the three months ended September 30, 1999 and for
the year ended June 30, 1999 set forth herein give effect to the acquisition by
Dollar Financial Group, Inc. ("Company" or "DFG") of Cash Centres Corporation
Limited ("CCCL") on December 15, 1999, to the acquisition by National Money Mart
Company, a subsidiary of the Company, of CRU Cheques R Us, Inc. and Courtenay
Money Mart Limited ("CRU") on November 18, 1999, Cash A Cheque Holdings Great
Britain LTD. ("CAC") on July 7, 1999, Instant Cash Loans, LTD. ("ICL") on
February 10, 1999 and to the acquisition by National Money Mart Company, a
subsidiary of the Company, of Calgary Money Mart Partnership ("Calgary") on
February 17, 1999 (collectively the "Acquisitions"). The unaudited condensed
consolidated pro forma balance sheet assumes the acquisition of CCCL occurred on
September 30, 1999. The unaudited condensed consolidated pro forma statements of
operations for the three months ended September 30, 1999 and the year ended June
30, 1999 assume that these Acquisitions had occurred as of the beginning of the
periods presented. See notes to the unaudited condensed consolidated pro forma
financial statements for further explanation of these transactions.
The unaudited condensed consolidated pro forma financial statements are not
necessarily indicative of what the Company's results of operations and balance
sheet would have been had the Acquisitions been consummated at the indicated
dates, nor are they indicative of the Company's results of operations and
balance sheet of any future period.
For translation purposes of the unaudited condensed consolidated pro forma
balance sheet, an exchange rate of $1.00=(Pounds).6073 has been utilized in
connection with the acquisition of CCCL, which is an United Kingdom corporation,
and $1.00=C$1.4665 has been utilized in connection with the acquisition of CRU,
which is a Canadian corporation. For purposes of translating ICL's, CAC's and
CCCL's operating results for the year ended June 30, 1999, an average exchange
rate of $1.00=(Pounds).6002, $1.00=(Pounds).6092 and $1.00=(Pounds).6121,
respectively, has been used; for purposes of translating CAC's and CCCL's
operating results for the three months ended September 30, 1999, an average
exchange rate of $1.00=(Pounds).6342 and $1.00=(Pounds).6244, respectively, has
been used. For purposes of translating Calgary's and CRU's operating results for
the year ended June 30, 1999, an average exchange rate $1.00=C$1.5282 and
$1.00=C$1.5059, respectively, has been used; for purposes of translating CRU's
operating results for the three months ended September 30, 1999, an average
exchange rate of $1.00=C$1.4797 has been used.
<PAGE>
DOLLAR FINANCIAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED
PROFORMA BALANCE SHEET
SEPTEMBER 30, 1999
(In thousands)
<TABLE>
<CAPTION>
Historical(b)
--------------
Pro Forma
Pro Forma as
DFG CRU CCCL Adjustments(a) Adjusted
--------------------------------------------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 55,823 $210 $2,987 ($1,151) $ 57,869
Accounts receivable and other receivables 14,871 241 1,852 - 16,964
Property and equipment, net 17,381 93 896 - 18,370
Intangible assets 114,296 - (968) 8,830 122,158
Prepaid expenses and other assets 5,858 23 242 - 6,123
--------------------------------------------- -----------
Total assets $208,229 $567 $5,009 $ 7,679 $221,484
============================================= ===========
Liabilities and shareholder's equity
Accounts payable and accrued expenses $ 29,122 $359 $4,492 $ - $ 33,973
Revolving credit facilities 7,852 - - 8,307 16,159
Long-term debt 132,683 18 79 - 132,780
Shareholder's equity 38,572 190 438 (628) 38,572
--------------------------------------------- -----------
Total liabilities and shareholder's equity $208,229 $567 $5,009 $ 7,679 $221,484
============================================= ===========
</TABLE>
2
<PAGE>
DOLLAR FINANCIAL GROUP, INC.
UNAUDITED CONDENSED COMBINED CONSOLIDATED PRO FORMA
STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999
(In thousands)
<TABLE>
<CAPTION>
Historical(b)
-------------
Pro Forma
(c) Pro Forma as
DFG CAC CRU CCCL Adjustments Adjusted
------------------------------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $34,832 $159 $297 $1,557 $ - $36,845
Store and regional expenses:
Salaries and benefits 10,239 32 64 513 10,848
Occupancy 2,928 13 24 38 3,003
Depreciation 884 8 14 53 959
Other 7,229 18 53 544 7,844
------------------------------------------------- ----------
Total store and regional expenses 21,280 71 155 1,148 - 22,654
Corporate expenses 4,540 15 37 - 4,592
Loss on store closings and sales 44 - - 61 105
Other depreciation and amortization 1,478 1 - - 78 (l) 1,557
Interest expense 4,170 - 5 (5) 182 (m) 4,352
------------------------------------------------- ----------
Income before income taxes 3,320 72 100 353 (260) 3,585
Income tax provision 2,108 - - 346 (195) (n) 2,259
------------------------------------------------- ----------
Net income $ 1,212 $ 72 $100 $ 7 ($65) $ 1,326
================================================= ==========
Pro forma adjusted EBITDA (o) $10,493
==========
</TABLE>
3
<PAGE>
DOLLAR FINANCIAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1999
(In thousands)
<TABLE>
<CAPTION>
Historical(d)
-------------
Pro Forma
(e) (f) Pro Forma as
DFG ICL Calgary CAC CRU CCCL Adjustments Adjusted
---------------------------------------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $120,979 $3,912 $1,148 $7,681 $1,023 $6,229 ($327) (g),(h),(i) $140,645
Store and regional expenses:
Salaries and benefits 35,329 554 179 1,740 366 2,282 (240) (g),(i),(k) 40,210
Occupancy 9,609 266 77 602 128 160 (27) (i) 10,815
Depreciation 2,227 111 9 598 48 229 (18) (i) 3,204
Other 23,764 636 123 2,187 266 2,527 (134) (g),(i),(k) 29,369
---------------------------------------------------------------- ---------
Total store and regional expenses 70,929 1,567 388 5,127 808 5,198 (419) 83,565
Corporate expenses 13,648 542 44 927 - - (97) (j) 15,064
Loss on store closings and sales 103 - - - - 51 (51) (i) 103
Other depreciation and amortization 5,706 35 - 38 - 10 850 (l) 6,639
Recapitalization costs 12,575 - - - - - 12,575
Interest expense 16,401 99 - 79 21 (23) 2,532 (m) 19,109
---------------------------------------------------------------- ---------
Income before income taxes and
extraordinary item 1,617 1,669 716 1,510 194 993 (3,142) 3,557
Income tax provision 3,881 517 - 167 77 353 547 (n) 5,542
---------------------------------------------------------------- ---------
(Loss) income before extraordinary item (2,264) 1,152 716 1,343 117 640 (3,689) (1,985)
Extraordinary loss on debt extinguishment
(net of income tax benefit of $45) 85 - - - - - 85
---------------------------------------------------------------- ---------
Net (loss) income ($2,349) $1,152 $ 716 $1,343 $ 117 $ 640 ($3,689) ($2,070)
================================================================ =========
Pro forma adjusted EBITDA (o) $ 45,177
=========
</TABLE>
4
<PAGE>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS
Acquisitions
The acquisition of CCCL for approximately $8.4 million was funded through the
Company's revolving credit facility. The acquisition was accounted for under the
purchase method of accounting.
The acquisition of CRU for approximately $1.1 million was funded through excess
internal cash. The acquisition was accounted for under the purchase method of
accounting.
The acquisition of CAC for approximately $12.5 million was funded through excess
internal cash and the Company's revolving credit facility. The acquisition was
accounted for under the purchase method of accounting.
The acquisition of ICL for approximately $11.4 million was funded solely with
the issuance of the Company's 10 7/8% Senior Subordinated Notes due 2006. The
acquisition was accounted for under the purchase method of accounting.
The acquisition of Calgary for approximately $5.6 million was also funded solely
with the issuance of the Company's 10 7/8% Senior Subordinated Notes due 2006
and was accounted for under the purchase method of accounting.
The pro forma results of operations adjustments for the three months ended
September 30, 1999 and for the year ended June 30, 1999 are those necessary to
reflect the Company's results of operations as if the Acquisitions had taken
place as of the beginning of the periods presented.
The pro forma adjustments are based upon available information and upon certain
assumptions that the Company believes are reasonable. The unaudited pro forma
financial statements are provided for informational purposes only and are not
necessarily indicative of the Company's results of operations that would
actually have been obtained had such Acquisitions been completed as of the
beginning of the periods presented, or that may be obtained in the future.
Notes
(a) Represents the recording of assets and liabilities of CCCL under the
purchase method of accounting as though the acquisition had occurred on
September 30, 1999. These amounts include recording the excess of cost over
the fair value of net assets acquired (goodwill).
(b) Represents the historical consolidated financial statements of the Company
as of and for the three months ended September 30, 1999 which includes the
period after the acquisition of CAC beginning July 8, 1999.
(c) Represents results of operations for CAC from July 1, 1999 through July 7,
1999, the date of acquisition.
(d) Represents the historical consolidated statement of operations of the
Company for the year ended June 30, 1999 which include the periods after
the acquisitions of ICL and Calgary beginning February 11, 1999 and
February 18, 1999, respectively.
(e) Represents results of operations for ICL from July 1, 1998 through February
10, 1999, the date of acquisition.
(f) Represents results of operations for Calgary from July 1, 1998 through
February 17, 1999, the date of acquisition.
5
<PAGE>
(g) Represents the revenues of the pawn brokering segment of ICL, (which was
not purchased by the Company) of $78,000 for the year ended June 30, 1999.
Also, reflects the salaries and benefits and other expenses of the pawn
brokering segment of ICL of $15,000 and $13,000 for the year ended June 30,
1999.
(h) Represents increase in returned items from post-dated checks due to the
elimination of the use of check guarantee cards. During the year ended June
30, 1999, ICL was protected from returned items for any check under
(Pounds)1,500 by the issuing bank when a check guarantee identification was
presented. This protection was eliminated and the charge, had this change
been effective as of the beginning of the periods presented, is
approximately $188,000.
(i) Reflects the activity of CCCL's London site that was opened and sold during
the year ended June 30, 1999. The revenues from this site aggregated
$61,000 and store and regional expenses consisting of salaries and
benefits, occupancy, depreciation and other were $56,000, $28,000, $18,000
and $120,000, respectively. The loss on the sale of the site was $51,000.
The total tax effect was a benefit of $64,000.
(j) Reflects the management fees paid to former officers for ICL and Calgary of
$58,000 and $39,000, respectively for the year ended June 30, 1999.
(k) Represents ex-directors of CCCL salaries and other expenses of $169,000 and
$14,000, respectively, for the year ended June 30, 1999.
(l) Reflects an increase in amortization expense in excess of historical
amounts as a result of the aggregate excess of the purchase price over the
fair value of identifiable net assets, or goodwill, of approximately $17.0
million and $30.5 million for the three months ended September 30, 1999 and
the year ended June 30, 1999, respectively, amortized using the straight
line method over a useful life of thirty years, resulting in additional
amortization of $78,000 and $850,000 for the three months ended September
30, 1999 and the year ended June 30, 1999, respectively.
(m) Reflects an adjustment in excess of historical amounts for interest expense
of $182,000 and $2.5 million for the three months ended September 30, 1999
and the year ended June 30, 1999, respectively, through the issuance of the
Company's 10 7/8% Senior Subordinated Notes Due 2006 and the related
increase of the borrowings on the Company's credit facility.
(n) Represents the income tax impact of the Acquisitions as if the acquired
companies were wholly owned by the Company for the three months ended
September 30, 1999 and for the year ended June 30, 1999 after giving effect
to the pro forma adjustments including the non-deductible amortization of
intangible assets (goodwill). The pro forma adjustment differs from the
statutory rate of 34% due to non deductible amortization of intangible
assets, interest expense from the issuance of the Company's 10 7/8% Senior
Subordinated Notes Due 2006, and a provision for income taxes on the
historical results of Calgary which was previously elected to be taxed as a
partnership, for which no income taxes were provided in Calgary's
historical statement of net earnings.
(o) Adjusted EBITDA is earnings before interest, taxes, depreciation,
amortization, recapitalization costs and loss on store closings and sales.
Adjusted EBITDA does not represent cash flows as defined by generally
accepted accounting principles and does not necessarily indicate that cash
flows are sufficient to fund all of the Company's cash needs. Adjusted
EBITDA should not be considered in isolation or as a substitute for net
income (loss), cash flows from operating activities, or other measures of
liquidity determined in accordance with generally accepted accounting
principles. Not all companies calculate EBITDA in the same fashion and
therefore may not be comparable to other similarly titled measures of other
companies.
6
<PAGE>
EXHIBIT 10.27
DATED 1999
---------------------------------------------
(1) EDWARD FORD AND OTHERS
(2) DOLLAR FINANCIAL UK LIMITED
(3) DOLLAR FINANCIAL GROUP, INC
__________________________________________
AGREEMENT
for the sale and purchase of shares in
CASH CENTRES CORPORATION LIMITED
___________________________________________
abcdef
2 Serjeants' Inn, London EC4Y 1LT
Tel: 0171 583 5353 Fax: 0171 353 3683
<PAGE>
Date: 14 December 1999
<PAGE>
CONTENTS
- --------
Clause Heading
- ------ -------
1 Definitions and Interpretation
2 Sale and purchase of the Shares
3 Consideration
4 Completion
5 Warranties
6 Breach of Warranty
7 Limitation of liability
8 Undertakings by the Vendors
9 Restrictions on the Vendors
10 Guarantee
11 Nature of obligations
12 Announcements
13 General
14 Communications
15 Proper Law
Schedule Description
- -------- -----------
1 Details of the Vendors
2 Particulars of the Company
3 The Properties
4 Warranties
5 Tax Deed
6 Earn Out
7 Details of Franchisees and the Franchise Properties
Appendix Description
- -------- -----------
A The Accounts
Documents in the Agreed Form
- ----------------------------
Disclosure Letter (include all enclosures specified in the
Warranties)
Directors' Letter of Resignation
Auditors resignation
Letters of release from Vendors
Service agreements
Power of attorney to vote shares
Announcement
Form of Loan Note and Instrument
Power of Attorney
Employment Contracts
<PAGE>
THIS AGREEMENT is made on 1999
- --------------
BETWEEN:-
- ---------
(1) the persons whose names and addresses are set out in the part 1 of the
first schedule ("Vendors")
---------
(2) DOLLAR FINANCIAL UK LIMITED a company registered in England under No.
---------------------------
3701758 whose registered office is at c/o Ernst & Young, Rolls House, 7
Rolls Building, Fetter Lane, London EC4A 1NH ("Purchaser") and
---------
(3) DOLLAR FINANCIAL GROUP. INC a company registered in the state of New York,
---------------------------
USA, whose principal office is at Daylesford Plaza, Suite 210, 1436
Lancaster Avenue, Berwyn, PA 19312, USA ("Guarantor").
---------
1. DEFINITIONS AND INTERPRETATION
- -----------------------------------
In this agreement unless the context otherwise requires:-
"Accounts" means the audited consolidated balance sheet as at the Balance
--------
Sheet Date and the audited consolidated profit and loss account for the
period ended on the Balance Sheet Date of CCL and CCL's Subsidiaries
together with the notes and directors' reports and other documents annexed
to them; (and for the purposes of identification only copies of the
Accounts have been signed by or on behalf of the parties to this agreement
and are annexed as appendix "A");
"Agreed Form" means in a form agreed by and signed by or on behalf of the
parties to this agreement or by the Vendors Solicitors and the Purchaser's
solicitors;
"APACS" means the Association of Payment Clearance Services;
-----
"Associate" means any person with whom any of the Vendors may be connected
---------
within the meaning of section 839 of the Taxes Act or for whom any of them
may be a personal representative;
"Auditors" means the auditors for the time being of the Company and of the
--------
Subsidiaries;
"Balance Sheet Date" means 31 August 1999;
------------------
"business day" means a day on which banks generally are open in the
------------
City of London for the transaction of normal banking business;
<PAGE>
"CCL" means Cash Centres Limited, details of which are set out in part 2
---
of the second schedule;
"CCL's Subsidiaries" means Lombard Guildhouse Limited, Cash Centres
------------------
Scotland Limited and County Registers Limited details of which are set out
in part 2 of the second schedule;
"Companies Act" means the Companies Act 1985 (as amended or re-enacted by
-------------
the Companies Act 1989);
"Company" means Cash Centres Corporation Limited, details of which are set
-------
out in part I of the second schedule;
"Completion" means the date upon which completion of the sale and
----------
purchase of the Shares takes place pursuant to this agreement;
"Consideration" means the aggregate consideration for the Shares as
-------------
referred to in clause 3 and the sixth schedule;
"Disclosure Letter" means the letter in the Agreed Form from the Vendors'
-----------------
Solicitors to the Purchaser's Solicitors dated as at the date of this
agreement;
"Earn Out Period" shall have the meaning given to it by the sixth schedule;
---------------
"event" includes any act, omission, transaction or circumstance (including
-----
any of such matters provided for under this agreement);
"Executives" means Edward Ford, Renold Tang, Stephen Fenerty, Richard Perry
-----------
and Colin Campbell and each of them;
"First Party Cheque Cashing" means the payment by a member of the Group or
--------------------------
any of the Franchisees to one of its customers of an amount equal to the
par value of a post dated or deferred banked Customer's Cheque (less an
amount on account of the fees of that Group member or that Franchisee); and
a
"Customer's Cheque" means a cheque drawn by the Group's or Franchisee's
-----------------
customer in favour of a member of the Group or the Franchisee as
appropriate;
"Franchisees" means those companies listed in of the seventh schedule or
-----------
any one or more of them (each of whom are companies with whom the Group
shall have entered into a franchise agreement);
"Franchisee Properties" means the properties from which the Franchisees
---------------------
operate briefly described in the seventh schedule or any one or more of
them or any part of or interest in any such properties;
<PAGE>
"Group" means the Company and the Subsidiaries or any one or more of them:
-----
"Group Member" shall mean any of the Company or the Subsidiaries;
------------
"Loan Notes" means the loan notes in the Agreed Form to be issued by the
------------
Purchaser to the Vendors credited as fully paid in accordance with the
sixth schedule.
"Loan Note Instrument" means the loan note instrument in the Agreed Form;
--------------------
"Money Transfers" means the electronic transfer of money;
---------------
"Pension Schemes" means the Company's Norwich Union staff pension scheme
---------------
and the Scottish Provident Small Self Administered scheme (which was
suspended in March 1999);
"Pre-Sale Dividend" means a dividend of (Pounds)674,816 which was
-----------------
declared by the Company's directors in favour of the Vendors holding "A"
ordinary and "C" ordinary shares in the Company on 12 December 1999;
"Properties" means the properties briefly described in the Property
----------
Schedule or any one or more of them or any part of or interest in any of
such properties;
"Property Schedule" means the third schedule;
-----------------
"Purchaser's Solicitors" means Titmuss Sainer Dechert of 2 Serjeants' Inn,
----------------------
London EC4Y 1LT;
"Regulated Agreements" means new loan documents (in a form determined by
--------------------
the Purchaser) to be entered into in the ordinary course of business after
Completion by the Company and the Franchisees and with their customers in
respect of First Party Cheque Cashing;
"Relative" means a trust or family member of a Vendor (being a family
--------
trust, spouse (other than for the avoidance of doubt a spouse to whom the
Vendor is no longer married), child, grandchild, parent or sibling and for
avoidance of doubt Mr A. Marsden and Mr T. Sangiveeraj shall be treated for
the purposes of this agreement as relatives of Mr Bowman, or spouse's child
grandchild, parent or sibling) who is also a Vendor (more particularly
described in part 2 of the first schedule);
<PAGE>
"Revenue" means all fiscal authorities (national or local) whether of the
-------
United Kingdom or elsewhere;
"Shares" means the whole of the issued and allotted share capital of the
------
Company at Completion;
"Subsidiaries" means the Companies listed in part 2 of the second schedule
-------------
or any one or more of them;
"Taxation" means all forms of taxation, duties (including stamp duty),
--------
levies, imposts, charges, withholdings, national insurance and other
contributions, rates and PAYE liabilities (including any related or
incidental penalty, fine, interest or surcharge) whenever created or
imposed and whether of the United Kingdom or elsewhere;
"Tax Deed" means a deed in the form set out in the fifth schedule duly
--------
executed by the Covenantors referred to in it;
"Taxes Act" means the Income and Corporation Taxes Act 1988;
---------
"Third Party Cheque Cashing" means the payment by a member of the Group or
--------------------------
any of the Franchisees to one of its customers of an amount equal to the
par value of a Third Party Cheque (less an amount on account of the fees
of that Group member or that Franchisee); and a
"Third Party Cheque" means a cheque drawn by a third party in favour of
------------------
the Group's or a Franchisee's customer (and not in favour of any other
person or drawn by the customer in favour of a member of the Group or a
Franchisee);
"Vendors' Solicitors" means Maxwell Batley of 27 Chancery Lane, London,
-------------------
WC2A 1PA; and
"Warranties" means the representations, warranties and undertakings on the
----------
part of the Vendors contained in the fourth schedule and which are made by
the Vendors pursuant to clause 5.
1.2 In this agreement unless the context otherwise requires:-
1.2.1 any reference to a clause, schedule or appendix (other than to a schedule
to a statutory provision) is a reference to a clause of or schedule or
appendix to this agreement; and the schedules and appendices form part of
and are deemed to be incorporated in and in references to this agreement;
<PAGE>
1.2.2 any reference to a statute or statutory provision includes a reference
to that provision as amended, re-enacted or replaced and any
regulations or orders made under such provisions from time to time
whether before or after the date of this agreement and any former
statutory provision replaced (with or without modification) by the
provision referred to except to the extent that any amendment, re-
enactment or replacement coming into force after the date of this
agreement would increase or extend the liability of the parties to one
another;
1.2.3 any reference to persons includes a reference to firms, corporations
or unincorporated associations;
1.2.4 any reference to the singular includes a reference to the plural and
vice versa; and any reference to the masculine includes a reference to
the feminine and vice versa;
1.2.5 a reference to an SSAP is a reference to a Statement of Standard
Accounting Practice which has been adopted as an accounting standard
by the Accounting Standards Board;
1.2.6 any agreement, warranty, representation, indemnity, covenant or
undertaking on the part of two or more persons shall be deemed to be
given or made by such persons jointly and severally; and
1.2.7 words and expressions defined in the Companies Act bear the same
respective meanings.
1.3 Headings and titles are used for ease of reference only and do not
affect the interpretation of this agreement.
1.4 Any matter which shall be relevant to any of the Warranties and which
shall be known to at least one of the Vendors, shall be deemed to be
known by the other Vendors as well.
1.5 If any statement is qualified by the expression "to the best of the
-------------- ---
Vendors' knowledge information and belief' or "so far as the Vendors
----------------------------------------- ---------------------
are aware" or any similar expression, that expression shall be deemed
---------
to include a warranty by the makers thereof that the statement has
been made by them after due and careful enquiry.
<PAGE>
2 SALE AND PURCHASE OF THE SHARES
- -----------------------------------------
2.1 The Vendors shall sell the Shares to the Purchaser and the Purchaser,
relying on the Warranties and the other obligations of the Vendors
under this agreement, shall purchase the Shares.
2.2 The Vendors shall sell the Shares with full title guarantee free from
all liens, charges, encumbrances and adverse claims (and whether or
not the Vendors know or could reasonably be expected to know about
such matters) together with all rights now or hereafter attaching to
them including all dividends declared or payable or distributions made
or proposed on or after the Balance Sheet Date (other than the Pre-
Sale Dividend, the bonus issue of "B" ordinary shares in the capital
of the Company declared on 12 December 1999 and the scrip issues of
the "A" redeemable shares and the "C" redeemable shares in the capital
of the Company declared on 13 December 1999).
2.3 The Vendors irrevocably and unconditionally waive (and shall procure
such a waiver by their nominee(s) of) all rights of pre-emption or
other restrictions on transfer which they or such nominee(s) may have,
whether under the Articles of Association of the Company and the
Subsidiaries or otherwise, in respect of the transfer to the Purchaser
or its nominee(s) of the Shares or any of them and shall execute and
deliver (or procure the execution and delivery of) all such deeds of
waiver in respect thereof as the Purchaser may require.
2.4 The Purchaser shall not be obliged to complete the purchase of some
only of the Shares unless the purchase of all the Shares is completed
simultaneously in accordance with the provisions of this agreement.
3 CONSIDERATION
- -----------------------
3.1 The aggregate consideration for the Shares (which shall be apportioned
as shown in the first schedule and provided for in paragraph 4.1.2 of
the sixth schedule) shall be:-
3.1.1 the sum of (Pounds)5,175,520; plus
3.1.2 such further sums (if any) as shall become due and payable in
accordance with the sixth schedule but which shall not in any
circumstances exceed a total of (Pounds)1,700,000.
<PAGE>
4 COMPLETION
- --------------------
4. 1 Completion shall take place at the offices of the Purchaser's
Solicitors immediately after the exchange of this agreement when the
parties shall comply with their respective obligations as set out in
this clause.
4.2 The Vendors shall deliver to the Purchaser or (at the option of the
Purchaser) to its nominee(s):
4.2.1 duly executed share transfers in respect of the Shares in favour of
the Purchaser or as it may direct, together with the relevant share
certificates or other documents of title and any power of attorney or
other authority under which such transfers have been executed and an
indemnity in such form as the Purchaser shall require in relation to
any missing certificates;
4.2.2 duly executed share transfers in respect of any shares in the
Subsidiaries not registered in the name of the Company in favour of
such persons as the Purchaser may direct together with share
certificates or other documents of title in respect of all the issued
share capitals of the Subsidiaries and an indemnity in such form as
the Purchaser shall require in relation to any missing certificates;
4.2.3 written resignations and releases executed as deeds in the Agreed Form
from all persons (other than any directors or secretaries remaining at
the request of the Purchaser or appointed at the instance of the
Purchaser) who, on or immediately prior to Completion, may be
directors or secretaries of the Company and the Subsidiaries,
resigning their offices and releasing the Company and the Subsidiaries
from all claims and rights of action whether by way of compensation,
remuneration, redundancy payments or otherwise except for accrued
remuneration and reasonable expenses (if any) for the month then
current at the respective rates disclosed in the Disclosure Letter;
4.2.4 the unqualified resignation with effect from Completion of the present
Auditors as auditors of the Company and the Subsidiaries by notices in
accordance with section 392 of the Companies Act which shall contain a
statement in accordance with section 394 of the Companies Act together
with confirmation that they have no claims against the Company and the
Subsidiaries for unpaid fees or expenses;
<PAGE>
4.2.5 the common seals, the certificates of incorporation and copies of the
Memorandum and Articles of Association (containing copies of all such
resolutions and agreements as are referred to in section 380 of the
Companies Act) of each of the Company and the Subsidiaries and the
registers and books required by the Companies Act to be kept by each
of them all of which shall be written up to date as at Completion;
4.2.6 all deeds and documents of title relating to the Properties (including
all insurances policies, premium receipts, maintenance contracts and
other documents relating to the Properties) and certified copies of
any documents being held by mortgagees or shall deposit in such place
or places of safekeeping as nominated by the Purchaser;
4.2.7 a letter from the Vendors specifying the whereabouts of any other
documents, books and records of the Company and the Subsidiaries which
shall not be held at the Properties and directing the holders of them
---
to deliver them up to the Purchaser's authorised representatives
immediately upon request;
4.2.8 facsimile certificates from each of the banks at which the Company and
the Subsidiaries maintain accounts of the amounts standing to the
credit or debit of such accounts at the close of business on the
second business day preceding Completion together with a list of all
unpresented cheques and uncleared lodgements which upon presentation
or clearance would be debited or credited to such accounts;
4.2.9 letters of release executed as deeds and such other evidence as the
Purchaser may require of the irrevocable and unconditional release and
discharge of the Company and the Subsidiaries from all liabilities or
obligations pursuant to any bonds, guarantees, indemnities, securities
or obligations given or entered into by the Company and/or the
Subsidiaries to or in favour of any person in respect of any
liabilities or obligations of the Vendors;
4.2.10 service agreements in the Agreed Form between the Company and Edward
Ford and Renold Tang signed by each of them;
4.2.11 powers of attorney in the Agreed Form in relation to the Shares duly
executed by each Vendor;
4.2.12 the Tax Deed;
<PAGE>
4.2.13 a copy of the Accounts in the Agreed Form signed by the Auditors;
4.2.14 if required by the Purchaser, evidence to the satisfaction of the
Purchaser that any person executing this agreement or any document to
be executed pursuant to it has authority to do so;
4.2.15 a certificate of incorporation on re-registration of Lombard
Guildhouse plc as a private limited company; and
4.2.16 contracts of employment in the Agreed Form between the Company and
Stephen Fenerty, Colin Campbell and Robert Perry duly executed by each
of them.
4.3 The Vendors shall on the Completion Date:-
4.3.1 procure that none of them or any of their Associates has any claims or
rights of action against either the Company or the Subsidiaries and
that none of them or any of their Associates is in any way obligated
or indebted to the Company or the Subsidiaries except as set out in
the Disclosure Letter; and
4.3.2 deliver to the Purchaser's Solicitors letters executed as deeds in the
Agreed Form confirming that they have complied with clause 4.3.1, and
irrevocably and unconditionally releasing the Company and the
Subsidiaries from all obligations and liabilities as contemplated by
clause 4.3.1 except as set out in the Disclosure Letter.
4.4 The Vendors shall procure that Board Meetings of the Company and the
Subsidiaries will be held which will transact the following business:-
4.4.1 (subject only to them being stamped) the approval of the transfer of
shares referred to in clauses 4.2.1 and 4.2.2 and the Purchaser and/or
its nominee(s) being entered in the Register of Members as the holders
of the shares specified in those transfers:
4.4.2 the appointment of such persons as the Purchaser may nominate as
directors and secretary of the Company and the Subsidiaries;
4.4.3 the acceptance of the various resignations of officers and auditors
referred to in this clause;
4.4.4 the appointment of such firm of chartered accountants as the Purchaser
may require as auditors to the Company and the Subsidiaries;
<PAGE>
4.4.5 the change of the registered office, the accounting reference date and
the bank mandates of the Company and the Subsidiaries in accordance
with the Purchaser's requirements;
4.4.6 such other business as the Purchaser may reasonably require.
4.5 Subject to the conclusion of the matters referred to in the previous
provisions of this clause:
4.5.1 the Purchaser shall procure that there shall immediately be paid by
way of direct transfer by means of the Clearing House Automatic
Payment System, (Pounds)5,175,520 on account of the Consideration to
the Vendors' Solicitors client account, the details of which are as
follows:
Account No :39469590
Bank: Coutts & Co
Branch: 440 Strand, London WC2R OQS
Sort code:18-00-02
4.5.2 the Purchaser shall deliver to the Vendors' Solicitors:
4.5.2.1 a counterpart Tax Deed duly executed by the Purchaser; and
4.5.2.2 counterpart of the service agreements in the Agreed Form to be entered
into by the Company with Edward Ford and Renold Tang duly signed on
behalf of the Company;
4.5.2.3 counterparts of the contracts of employment in the Agreed Form to be
entered into by the Company with Stephen Fenerty, Colin Campbell and
Robert Perry duly signed on behalf of the Company; and
4.5.2.4 a copy of the Loan Note Instrument in the Agreed Form.
4.6 The Vendors confirm that the Vendors' Solicitors may receive (and give
a good receipt for) the Consideration (and all documents expressed to
be delivered to them at Completion) as agent for the Vendors and the
Purchaser shall not be concerned with the basis upon which the
Consideration (or such documents) shall be distributed between the
various Vendors by the Vendors' Solicitors.
5 WARRANTIES AND REPRESENTATIONS
- ----------------------------------------
5.1 The Vendors represent and warrant to and undertake with the Purchaser
that, save only as and to the extent fairly disclosed to the Purchaser
in this
<PAGE>
agreement or in the Disclosure Letter (other than specifically in
respect of Warranty 2.9), each of the Warranties:-
5.1.1 is now and will be at Completion true and accurate; and
5.1.2 is not to be affected or limited by any previous or other disclosures,
express or implied, to the Purchaser, its officers, representatives or
professional advisers.
5.2 The Purchaser and the Guarantor confirm and the Vendors acknowledge
that the Purchaser and the Guarantor are relying on the Warranties in
entering into this agreement and agreeing to purchase the Shares on
the terms of this agreement.
5.3 Each of the Warranties, covenants, indemnities and undertakings set
out in this agreement or the Tax Deed is separate and independent.
5.4 The Vendors agree with the Purchaser for itself and as trustee for the
Company and the Subsidiaries and each of their respective officers and
employees to irrevocably and unconditionally waive any rights remedies
or claims which they may have in respect of any misrepresentation in
or omission from any information or advice supplied or given by the
Company and the Subsidiaries or their respective officers, employees
or agents and on which they have relied in giving the Warranties,
unless such misrepresentation or omission was made fraudulently in
preparing the Disclosure Letter or in agreeing to give the Tax Deed.
6 BREACH OF WARRANTY
- ----------------------------
6. Without restricting the rights or the ability of the Purchaser to
claim damages on any basis, if it shall be proven that any matter
which is the subject of any of the Warranties is not as represented,
warranted or undertaken then, if the Purchaser shall so elect by
notice in writing to them, the Vendors shall (within 21 days after
demand being made by the Purchaser) pay to the Purchaser:-
6.1 a sum equal to the amount by which the value (or amount) at Completion
of any asset or liability of the Company or any of the Subsidiaries
(computed for this purpose on the basis that full provision was made
for the facts and circumstances in relation to which such breach
arose) was less or, in the case of a liability, greater than the value
(or amount) at Completion of such asset or
<PAGE>
liability (computed for this purpose on the assumption that the facts
and circumstances had been such as to involve no such breach); and
6.2 all reasonable costs and expenses incurred by the Company, the
Subsidiaries and/or the Purchaser as a result of such breach.
7 LIMITATION OF LIABILITY
- ---------------------------------
7.1 The following provisions of this clause 7 shall operate to limit the
liability of the Vendors under the Warranties and where expressly
stated, the liability of the Covenantors under clause 3.1 of the Tax
Deed and references to "breach", "claim" and "liability" (and any
------- ----- ---------
similar expression) shall, unless the context otherwise requires, be
references to a breach of or a claim or liability arising under the
Warranties or clause 3.1 of the Tax Deed (as the case may be)
notwithstanding any other provisions contained in this agreement.
7.2.1 No claim shall be made under the Warranties or clause 3.1 of the Tax
Deed unless the Vendors shall have been given written notice of that
claim (specifying the breach to which such claim shall relate and to
the extent which it is reasonably possible to do so, an estimate of
the amount of such claim) by or on behalf of the Purchaser prior to 30
November 2001 (in the case of liability relating to a matter other
than Taxation) or the seventh anniversary of Completion (in the case
of liability relating to Taxation) other than such a liability which
shall arise from fraud or the wilful withholding of information in
which case there shall be no limitation;
7.2.2 If the Purchaser becomes aware that a third party has made a claim
against the Group which may in turn directly lead to a claim by the
Purchaser against the Vendors for a breach of Warranty, the Purchaser
will consult with the Vendors' Representatives about what response the
Group should make to such third party's actions, but the Purchaser
shall not be obliged in any way to comply with any of the Vendors
Representatives recommendations.
7.3.1 Each Vendor shall be jointly and severally liable with any other
Vendor who shall also be his or her Relative for any liability which
either of them shall have pursuant to this agreement or clause 3.1 of
the Tax Deed.
7.3.2 The liability under the Warranties and clause 3.1 of the Tax Deed of
each Vendor together with any other Vendor who shall also be his or
her Relative
<PAGE>
shall be limited to the amount of the Consideration which shall have
been paid to those Vendors at the date on which the claim shall be
settled provided that the Purchaser shall also be entitled to set off
the balance of any claims which it may have against such Vendors
against any further Consideration which may be or become payable to
them.
7.4 It is acknowledged by the parties that if the Vendors shall compensate
the Purchaser on a contractual basis, the amount they shall pay shall
be limited to the diminution in the value of the Shares, plus the
reasonable and proper costs of pursuing the claims, and not any
accrued interest on the claim or other consequence suffered by the
Purchaser as a result of the breach.
7.5 The Purchaser shall not make any claims against the Vendors in respect
of any breach of any of the Warranties or under clause 3.1 of the Tax
Deed unless the aggregate amount of such claims shall (after taking
into account any claims already made under the Warranties or clause
3.1 of the Tax Deed) exceed (Pounds)100,000 whereupon the Vendors
shall be liable for the full amount of such claims and not merely such
excess.
7.6 Any such claim under the Warranties or clause 3.1 of the Tax Deed
which may be made shall (if it has not been previously satisfied,
settled or withdrawn) be deemed to be withdrawn at the expiration of
nine months from the date of giving notice of such claim unless legal
proceedings in respect thereof have been commenced by the issuing and
service of such proceedings against the Vendors prior to the expiry of
such nine month period.
7.7 Payment of any claim under this agreement or the Warranties or clause
3.1 of the Tax Deed shall pro tanto satisfy and discharge any other
claim under this agreement or the Warranties or clause 3.1 of the Tax
Deed which is capable of being made in respect of the same subject
matter.
7.8 No liability shall attach to the Vendors in respect of a claim under
this agreement or the Warranties to the extent that:-
7.8.1 such claim arises as a consequence of a change in the law or a change
or withdrawal of any previously published practice or concession of
any tax authority after the date of this agreement;
<PAGE>
7.8.2 such claim arises as the result of any provision or reserve made in
respect thereof in the Accounts being insufficient by reason of any
increase in rates of Taxation made after the date hereof or arises as
the result of the retrospective imposition of Taxation as a
consequence in the law enacted after the date of this agreement;
7.8.3 a specific allowance provision or reserve in respect thereof is made
in the Accounts or in the Relevant Accounts to be prepared in
accordance with the sixth schedule; or
7.8.4 such claim results directly from or is increased or extended by the
change of the accounting reference date of any Group Member on
Completion or any subsequent change thereafter or by any change in the
accounting policies of any Group Member after Completion.
7.9 All amounts available for set-off or otherwise liable to be deducted
pursuant to sub-clause 7.8 shall first be taken into account for the
purpose of determining the amount of liability for the purpose of sub-
clause 7.5.
7.10 If the Vendors shall pay to the Purchaser an amount pursuant to this
agreement or in respect of a claim under the Warranties and the
Purchaser or any Group Member shall subsequently recover from a third
party a sum which is directly and only referable to that payment, then
the Purchaser shall as soon as reasonably possible repay or procure
the repayment by the relevant Group Member to the Vendors of so much
of the amount paid by the third party as shall be so referable to that
payment and does not exceed the sum paid by the Vendors to the
Purchaser less the reasonable and proper costs of the Purchaser or of
the relevant Group Member in recovering such sum.
7.11 If any claim under the Warranties shall arise by reason of some
liability of a Group Member which, at the time the claim is notified
to the Vendors is contingent only, the Vendors shall not be under any
obligation to make any payment to the Purchaser in respect of such
claim until such time as the contingent liability shall become an
actual liability, save that if the Purchaser has notified the Vendors
of such a contingent claim within the time periods set out in clause
7.2, the Purchaser shall not be precluded from bringing a claim at
<PAGE>
the time the liability becomes actual even if that is later than the
notification periods provided for in 7.2.
7.12 The Purchaser acknowledges to the Vendors that it has not relied on
any representation, warranty, covenant or undertaking of the Vendors
or any other persons save for any representation, warranty. covenant
or undertaking expressly specified in this agreement. The Purchaser
further acknowledges that no representation, warranty, covenant or
undertaking (whether express or implied, statutory or otherwise) made
or alleged to have been made by or on behalf of the Vendors in
connection with or arising out of the sale of the Shares and which is
not contained in this agreement shall give rise to any liability on
the part of the maker or makers thereof
7.13 The Purchaser shall not be entitled to claim that any fact or
circumstance constitutes a breach of any of the Warranties if such
fact or circumstance has been fairly disclosed in this agreement or in
any deed or document executed pursuant hereto, the Accounts or in the
Disclosure Letter.
7.14.1 This sub-clause 7.14 shall apply where the Vendors shall have settled
in full a claim for breach of a Warranty and the Purchaser or the
Group or their respective successors or assigns (as the case may be)
shall be entitled to recover any sum ("the Recoverable Sum") from some
-------------------
other person, firm or company (other than an employee of the Company)
which shall be solely referable to the matter giving rise to that
claim;
7.14.2 Where this sub-clause 7.14 shall apply, the Purchaser shall procure
that it or the Group (as the case may be) shall pursue a claim for the
Recoverable Sum and account to the Vendors for any part of the
Recoverable Sum which it or the Group shall recover (after having
deducted any reasonable costs or expenses incurred by the Purchaser or
the Group) up to the amount paid to the Purchaser by the Vendors in
settlement of the claim for the breach of the relevant warranty.
7.14.3 Any claim which shall be made by the Purchaser or the Group for the
Recoverable Sum shall only be pursued at the Vendors' cost and subject
to the Purchaser or the Group being indemnified and secured by the
Vendors to the
<PAGE>
reasonable satisfaction of the Purchaser against all losses,
liabilities, reasonable costs and expenses thereby incurred.
7.14.4 Neither the Purchaser nor the Group shall be required to make any
claim for the Recoverable Sum if in the Purchaser's reasonable opinion
such claims may harm the goodwill or profitability of the Purchaser or
any company which should be a subsidiary or holding company of either
the Purchaser or the Company.
7.15 The amount or amounts of any successful claim or claims against the
Vendors under or in respect of the Warranties shall be deemed to
constitute a reduction in the Consideration.
7.16 The Purchaser shall not be entitled to recover any sum in respect of
any claim for breach of any of the Warranties or otherwise obtain
reimbursement or restitution more than once in respect of any one
breach of the Warranties.
7.17 Nothing in this agreement shall in any way diminish the Purchaser's
common law duty to mitigate its loss in respect of the Warranties.
7.18 Unless the Purchaser shall notify the Vendors' Representatives within
one month of the board of directors of the Purchaser having passed a
formal resolution to make a claim the Purchaser shall not be entitled
to exercise its rights pursuant to paragraph 10.2 of the sixth
schedule.
8 UNDERTAKINGS BY THE VENDORS
- -------------------------------------
8.1 The Vendors undertake to the Purchaser that as soon as possible
following Completion they will procure the execution of any document
which the Purchaser may reasonably require them to have executed so as
to vest effectively the beneficial and legal ownership of the Shares
in the Purchaser or as it may direct free from all liens, charges,
encumbrances and adverse claims and otherwise to give effect to the
terms of this agreement.
8.2 The Vendors undertake with the Purchaser that, if and for so long as
they remain the registered holders of any of the Shares after
Completion, they will hold the Shares and the dividends and other
distributions of profits or surplus or other assets in respect of such
Shares and all rights arising out of or in connection with them in
trust for the Purchaser and will at all times after Completion deal
with and dispose of such Shares, dividends, distributions and
<PAGE>
rights as the Purchaser shall direct and (if so requested by the
Purchaser) execute all instruments of proxy or other documents which
may be necessary or proper to enable the Purchaser to attend and vote
at any meeting of the Company and the Subsidiaries.
9 RESTRICTIONS ON THE VENDORS
- -------------------------------------
9.1 In this clause:
"be engaged or concerned or interested or participate in or carry on
-------------------------------------------------------------------
any business which is the same as similar to or in competition with
-------------------------------------------------------------------
the Business" specifically includes a reference to franchising the
------------
Business;
"Business" means
--------
(i) the Group's business of First Party Cheque Cashing, Third Party
Cheque Cashing, Money Transfers; or pawn broking, the retailing of
gold and jewellery and antiques and other second hand goods, loan
brokerage and any other business or trading activity carried on by any
Group Member during the period of five years ending with the date of
this agreement, or any part thereof as carried out by the Group at the
date of this agreement; and
(ii) the Group's business of franchising First Party Cheque Cashing,
Third Party Cheque Cashing, Money Transfers, pawn broking, the
retailing of gold jewellery and antiques and other second hand goods,
loan brokerage and any other business or trading activity carried on
by any Group Member during the period of five years ending with the
date of this agreement, or any part thereof as carried out by
Franchisee at the date of this agreement;
"directly or indirectly" means (without prejudice to the generality
----------------------
of the expression) either alone or jointly or in partnership with any
other person, firm or company or (except as the holder for investment
purposes only of securities in any company not exceeding 5 per cent in
nominal value of the securities of that class in issue or shares) as
the holder of any interest in or as an employee director agent or
representative of or consultant to any other person firm or company;
and
"Restriction Period" means the period of 5 years from Completion.
------------------
9.2 Each Vendor severally undertakes to the Purchaser (for itself and for
the benefit of the Company and the Subsidiaries) that he will not
(other than for
<PAGE>
and on behalf of the Group) without the prior written consent of the
Purchaser directly or indirectly:-
9.2.1 at any time during the Restriction Period, be engaged or concerned or
interested or participate in or carry on any business which is the
same as or similar to or in competition with the Business within a
radius of 5 miles of any of the Properties or the Franchise Properties
or within a radius of 5 miles from any other retail premises from
which the Company, the Purchaser, the Franchisees or any subsidiary of
the Company or the Purchaser shall carry on the Business at any time
during the Earn Out Period;
9.2.2 at any time during the Restriction Period, in relation to a business
which may in any way be the same as or similar to or in competition
with the Business, canvass, solicit or entice the custom of or deal
with to any person who at the date of this agreement or at any time
during the period of two years prior to Completion has been a customer
of or in the habit of dealing with the Business; or
9.2.3 at any time during the Restriction Period, in relation to a business
which may in any way be the same as or similar to or in competition
with the Business, offer employment to or employ or offer or conclude
any contract for services with any person who at any time during the
two years before Completion shall have been a director, employee,
consultant or agent of the Group entitled to emoluments (including
commission if any) exceeding the annual rate of (Pounds)20,000; or
9.2.4 at any time during the Restriction Period, knowingly assist any
competitor of the Company, the Franchisees or any of the Subsidiaries
to a material extent in carrying on or developing any business which
shall be the same as or similar to or in competition with the
Business; or
9.2.5 at any time during the Restriction Period, in relation to a business
which may in any way be the same as or similar to or in competition
with the Business, seek to contract with or engage (in such a way as
to affect the Business adversely) any person who has been contracted
with or engaged to deliver goods or services to the Group or the
Franchisees at any time during the period of twelve months prior to
the date of this agreement; or
<PAGE>
9.2.6 at any time during the Restriction Period, solicit or entice or
endeavour to entice any employee of the Group or the Purchaser away
from the Group or the Purchaser, as the case may be; or
9.2.7 at any time during the Restriction Period, entice or endeavour to
entice any person to breach his contract for services with the Group
or the Purchaser;
9.2.8 at any time, (except as required by law) disclose to any person or use
for his own benefit (or that of any other person) any information or
know-how of a confidential nature concerning and relating to the
goodwill of the Group including (without limitation) information and
know-how as to procedures, techniques, customers, finances, business
policy and expansion or forward planning programmes which he shall
have acquired before Completion; or
9.2.9 at any time, falsely represent himself as being connected with or
interested in the Group; or
9.2.10 at any time, do or say anything likely or calculated to lead any
person, firm or company to withdraw from or cease to continue offering
to the Group any rights then enjoyed by it or in any other way to
cease to do business or reduce the amount of business it transacts
with any member of the Group; or
9.2.11 at any time carry on a business under the name "Cash Centres" "CCL" or
any part combination or abbreviation of such name or any similar or
other names likely to confuse or mislead any part of the public.
9.3 Each of the Vendors acknowledge and agree with the Purchaser that:-
9.3.1 each of the sub-clauses contained in clause 9.2 constitutes an
entirely separate severable and independent covenant by and
restriction on him;
9.3.2 the duration, extent and application of each of the restrictions
contained in clause 9.2 are no greater than is necessary for the
protection of the goodwill and trade connections of the Business and
the value of the Company; and
9.3.3 if any restriction contained in clause 9.2 shall be found void but
would be valid if some part thereof were deleted such restriction
shall apply with any such deletion as may be necessary to make it
valid and effective.
9.3.4 The restriction in clause 9.2.8 shall not extend to any confidential
or secret information which may come into the public domain otherwise
than through
<PAGE>
the acts as omissions of the Vendors or as a result of a breach of any
obligation in this agreement.
10 GUARANTEE
- -------------------
10.1 In consideration of the Vendors entering into this agreement with the
Purchaser at the request of the Guarantor (and for other valuable
consideration the receipt and sufficiency of which the Guarantor
acknowledges), the Guarantor guarantees to and indemnifies the Vendors
in respect of the due and punctual payment of all monies due by the
Purchaser to the Vendors and performance of all the Purchasers other
obligations arising under this agreement and all agreements entered
into pursuant to this agreement.
10.2 The Guarantor's guarantee ("Guarantee") shall constitute a direct
----------
primary and unconditional liability to:
10.2.1 pay on demand to the Vendors any sum or sums which the Purchaser may
become liable to pay; or
10.2.2 perform on demand any obligations of the Purchaser arising under this
agreement without the need for any claim or recourse on the part of
the Vendors against the Purchaser
10.3 The Guarantee shall not be affected by:-
10.3.1 by any time or indulgence granted to the Purchaser by the Vendors or
any variation, act, omission, deed or matter of whatever description
whereby the Guarantor as surety only would or might have been
released;
10.3.2 by any legal limitation, disability or other circumstances (including
for the avoidance of doubt any winding up or cessation of trade)
relating to the Purchaser; or
10.3.3 any irregularity, unenforceability or invalidity of any obligations of
the Purchaser under this agreement.
10.4 The Guarantee shall be a continuing guarantee and shall remain in
force until all the Purchaser's obligations under this agreement have
been performed.
10.5 The Guarantor hereby irrevocably waives any right to require that the
Vendors bring proceedings first against the Purchaser.
<PAGE>
11 NATURE OF OBLIGATIONS
- -------------------------------
11.1 Each of the obligations, representations, warranties, indemnities and
undertakings entered into or made by or on behalf of any of the
parties to this agreement (excluding any obligation fully performed at
Completion) shall continue in full force and effect notwithstanding
Completion taking place.
11.2 The rights and remedies of the Purchaser in respect of a breach of any
provision of this agreement or pursuant to the Tax Deed shall not be
affected by Completion or by whether the matters constituting such
breach or other matters were known or could have been known by the
Purchaser prior to Completion and no such actual or constructive
knowledge shall in any way constitute a waiver of any of the
Purchaser's rights.
11.3 Any right or remedy of the Purchaser in respect of a breach of any
provision of this agreement shall be in addition and without prejudice
to all other rights and remedies of the Purchaser and the exercise or
failure to exercise any such right or remedy shall not constitute a
waiver or by the Purchaser of that or of any of its other rights or
remedies.
11.4.1 None of the rights or obligations referred to in this agreement may be
assigned or transferred to any other person without the prior written
consent of all the parties to this agreement save as provided in
clause 11.4.2.
11.4.2 This agreement shall be personal to the parties to it and may not be
assigned by them save that the benefit (but not the burden) of any of
its provisions may be assigned by the Purchaser to:-
11.4.2.1 any company (an "associated company") which shall be a subsidiary of
------------------
the Purchaser or which shall be a holding company of the Purchaser or
a subsidiary of such holding company but only for so long as such
company remains an associated company of the Purchaser, provided that
if any associated company to which the benefit of this agreement is
assigned as aforesaid ceases to be an associated company as herein
defined it shall assign such benefit forthwith to an associated
company;
11.4.2.2 the Purchaser's bankers and/or insurers.
11.5 This agreement shall be binding against and be for the benefit of each
party's personal representatives or other permitted successors in
title.
<PAGE>
11.6 Any liability of any of the Vendors to the Purchaser under this
agreement or the Tax Deed may in whole or in part be released,
compounded or compromised or time or indulgence given by the Purchaser
(in its absolute discretion) as regards any of the Vendors without in
any way prejudicing or affecting the Purchaser's rights against any of
the others of them in respect of the same or a like liability whether
joint or several or otherwise.
12 ANNOUNCEMENTS
- -----------------------
The parties shall procure that an announcement is made in the Agreed
Form immediately after Completion and undertake that none of them
shall make any other announcement or issue any circular to the press
or shareholders (otherwise than as required by law or in accordance
with the requirements of any recognised stock exchange) concerning the
terms and conditions of this agreement without the text of such
announcement or circular first being approved by the other parties
(such approval not to be unreasonably withheld or delayed).
13 GENERAL
- -----------------
13.1 This agreement together with any other documents which this agreement
expressly requires shall be signed shall constitute the entire
understanding and agreement between the parties to it in relation to
the subject matter of this agreement.
13.2 Any variation of this agreement shall be binding only if it is
recorded in a document signed by or on behalf of the parties to this
agreement.
13.3 Each party shall pay its own costs in relation to the negotiations
leading up to the sale of the Shares and to the preparation, execution
and carrying into effect of this agreement and of all the other
documents referred to in it.
13.4 Each of the Vendors hereby irrevocably appoints Edward Ford and Renold
Tang jointly and severally to be his true and lawful attornies
("Vendors' Representatives") with full power for him and in his name
------------------------
or in the names of the Vendors' Representatives and on behalf of the
relevant Vendor to do and perform any of the acts and things to be
done and performed by the relevant Vendor to receive any notice to be
sent to any one or more of the Vendors and to approve, complete, sign,
execute and deliver any and all documents and
<PAGE>
deeds as the Vendors' Representatives, in their absolute discretion,
may think necessary or desirable to be approved, completed, signed,
executed or delivered by the relevant Vendor in connection with or
relating to any matters relating to this agreement, including, without
limitation, to agree to:-
13.4.1 the terms upon which any claim made by the Purchaser under this
agreement (whether pursuant to the Warranties or otherwise) or the Tax
Deed may be compromised or settled;
13.4.2 the calculation of any payment which may become due to the Vendors
pursuant to the sixth schedule; and
13.4.3 any relaxation or modification of the provisions of paragraph 5 of the
sixth schedule or to give any consent required to be given by or on
behalf of the Vendors pursuant to that paragraph; and to do or refrain
from doing all such further acts and things, and to execute all such
agreements, deeds and other documents, as the Vendors' Representatives
shall deem necessary or appropriate in connection with any of the
transactions or other matters whatsoever contemplated under this
agreement.
14 COMMUNICATIONS
- ------------------------
14.1 All communications between the parties with respect to this agreement
shall be in writing and delivered by hand or sent by pre-paid post,
(first class if inland, airmail if overseas) or facsimile telecopier
("fax") to the address of the addressee as set out in clause 14.3, or
---
to such other address or fax number in England as the addressee may
from time to time have notified for the purposes of this clause or as
specified in clause 15.2.
14.2 Communications shall be deemed to have been received:-
14.2.1 if delivered by hand, on the day of delivery;
14.2.2 if sent by first class post, five business days after posting
exclusive of the day of posting (or ten business days in the case of a
posting to an address outside the United Kingdom);
14.2.3 if sent by fax at the time of transmission or, if the time of
transmission is not during the addressee's normal business hours at
930am on the next business day;
14.3 Communications to:-
<PAGE>
14.3.1 each of the Vendors shall be sent to the Vendors' Representatives, at
the addresses set out in this agreement;
14.3.2 the Purchaser shall be sent to the following address:
Dollar Financial Group Inc., Daylesford Plaza, Suite 210, 1436
Lancaster Avenue, Berwyn, PA 19312 USA
Fax No: 001 6102967844
Marked for the attention of Donald Gayhardt
14.3.3 the Guarantor, shall be sent to the following address:1436 Lancaster
Avenue Suite, 210 Berwyn PA 19312 USA
Fax No: 00 1 6102967844
Marked for the attention of: Donald Gayhardt
14.4 Communications addressed to the Purchaser and the Guarantor shall, at
the same time as they are sent to the relevant party be copied to Mr
Geoffrey Walters at the Purchaser's Solicitors;
14.5 In proving service:-
14.5.1 by delivery by hand, it shall be necessary only to produce a receipt
for the communication signed by or on behalf of the addressee;
14.5.2 by post, it shall be necessary only to prove that the communication
was contained in an envelope which was duly addressed and posted in
accordance with this clause; and
14.5.3 by fax it shall be necessary only for the communication or a
confirmatory letter to have been delivered by hand or sent by first
class post on the same day but failure of the addressee to receive
such confirmation shall not invalidate the relevant communication
deemed given by fax.
15 PROPER LAW
- --------------------
15.1 This agreement shall be governed by English Law and the parties
irrevocably submit to the exclusive jurisdiction of the English
Courts.
15.2 Each of the Vendors irrevocably nominates and instructs the Vendors'
Solicitors and each of the Purchaser and the Guarantor irrevocably
nominates and instructs the Purchaser's Solicitors to receive service
of any notice or proceedings required to be served upon or given to
them or any of them pursuant to this agreement.
<PAGE>
FIRST SCHEDULE
- --------------
PART 1
- ------
THE VENDORS
- -----------
<TABLE>
<CAPTION>
Column 1 Column 2
- -------- --------
Name and addresses
Number of Shares
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
<S> <C> <C> <C> <C> <C> <C>
Edward Ford 374 19,170 19,170 52,226 - -
Flat 44
Waterloo Warehouse
Waterloo Dock
Liverpool L3 0BG
Edward Ford and Barbara Ford in their - - - - 29,056 29,056
capacity as trustees of the Edward
Ford's Interest in Possession Trust
Barbara Ford 340 37,216 37,216 37,556 - -
Flat 44
Waterloo Warehouse
Waterloo Dock
Liverpool L3 0BG
William J. Bowman 9,240 16,941 16,941 20,022 - -
Lake House
46 Compton Avenue
Poole
Dorset BH14 8PY
Thavarajasingham Sangiveeraj 1,000 - - 764 - -
Lake House
46 Compton Avenue
Poole
Dorset BH14 8PY
<CAPTION>
Column 1 Column 3
- -------- --------
Name and addresses
Proportion of Consideration receivable at Completion
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C> <C>
Edward Ford 8,831 19,170 433,513 - - -
Flat 44
Waterloo Warehouse
Waterloo Dock
Liverpool L3 0BG
Edward Ford and Barbara Ford in their - - - - 384,235 301,900
capacity as trustees of the Edward
Ford's Interest in Possession Trust
Barbara Ford 8,029 37,216 841,609 - - -
Flat 44
Waterloo Warehouse
Waterloo Dock
Liverpool L3 0BG
William J. Bowman 218,195 16,941 383,107 - - -
Lake House
46 Compton Avenue
Poole
Dorset BH14 8PY
Thavarajasingham Sangiveeraj 23,614 - - - - -
Lake House
46 Compton Avenue
Poole
Dorset BH14 8PY
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Column 1 Column 2
- -------- --------
Name and addresses
Number of Shares
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
<S> <C> <C> <C> <C> <C> <C>
Andrew Marsden 800 - - 612 - -
Flat 5, 80 Norwich Avenue West,
Bournemouth
BH3 6BA
Linda White 368 - - 282 - -
The Gables
Llanfynydd
Flintshire
LL11 5HG
Robert/Ann Massey 13,243 - - 10,127 - -
51 Wedgwood Drive
Poole
Dorset
Renold Tang 11,772 13,038 13,038 24,810 - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
Michael Tang 300 - - 300 - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
<CAPTION>
Column 1 Column 3
- -------- --------
Name and addresses
Proportion of Consideration receivable at Completion
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C> <C>
Andrew Marsden 18,891 - - - - -
Flat 5, 80 Norwich Avenue West,
Bournemouth
BH3 6BA
Linda White 8,690 - - - - -
The Gables
Llanfynydd
Flintshire
LL11 5HG
Robert/Ann Massey 312,723 - - - - -
51 Wedgwood Drive
Poole
Dorset
Renold Tang 277,986 13,038 294,844 - - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
Michael Tang 7,084 - - - - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Column 1 Column 2
- -------- --------
Name and addresses
Number of Shares
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
<S> <C> <C> <C> <C> <C> <C>
Jocelyne Tang 1,000 6,849 6,849 7,849 - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
Kam Cheung Chan 1,600 8,340 8,340 7,600 - -
3 Bird Mews
Milton Road
Wokingham
Berks
Tai Tai Chueng 1,600 8,340 8,340 7,600 - -
815 Christchurch Road
Boscombe
Bournemouth
Dorset
Sam Chan 7,953 - - 7,953 - -
Flat D, 1st Floor
Ho On Mansion
109 Austin Road
Tsimshatsui
Hong Kong
Anita Tang 26,932 - - 26,932 - -
175E Delaware Place
Apt 7901
Chicago L 60611
USA
<CAPTION>
Column 1 Column 3
- -------- --------
Name and addresses
Proportion of Consideration receivable at Completion
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C> <C>
Jocelyne Tang 23,614 6,849 154,885 - - -
Treetops
The Close
Sway
Lymington
Hants SO41 6ED
Kam Cheung Chan 37,783 8,340 188,602 - - -
3 Bird Mews
Milton Road
Wokingham
Berks
Tai Tai Chueng 37,783 8,340 188,602 - - -
815 Christchurch Road
Boscombe
Bournemouth
Dorset
Sam Chan 187,804 - - - - -
Flat D, 1st Floor
Ho On Mansion
109 Austin Road
Tsimshatsui
Hong Kong
Anita Tang 635,977 - - - - -
175E Delaware Place
Apt 7901
Chicago L 60611
USA
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Column 1 Column 2
- -------- --------
Name and addresses
Number of Shares
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
<S> <C> <C> <C> <C> <C> <C>
Stephen Fenerty 425 - - 4,038 - -
35 Waltersgreen Crescent
Golborne
Colin Campbell 425 - - 4,038 - -
11 Warren Drive
Deganwy
Conwy
Conwy County LL31 9ST
Richard Perry 425 - - 4,038 - -
27 Westfield
Sawtry
Huntingdon
Cambs PE17 5TX
Natalia Perry 1,273 - - 1,273 - -
27 Westfield
Sawtry
Huntingdon
Cambs PE17 5TX
Martin Fenerty 575 - - 575 - -
35 Waltersgreen Crescent
Golborne
Eirlys Campbell 575 - - 575 - -
11 Warren Drive
Deganwy
Conwy
Conwy County LL31 9ST
<CAPTION>
Column 1 Column 3
- -------- --------
Name and addresses
Proportion of Consideration receivable at Completion
Ords "A" Ords "A" Reds "B" Ords "C" Ords "C" Reds
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C> <C>
Stephen Fenerty 10,036 - - - - -
35 Waltersgreen Crescent
Golborne
Colin Campbell 10,036 - - - - -
11 Warren Drive
Deganwy
Conwy
Conwy County LL31 9ST
Richard Perry 10,036 - - - - -
27 Westfield
Sawtry
Huntingdon
Cambs PE17 5TX
Natalia Perry 30,061 - - - - -
27 Westfield
Sawtry
Huntingdon
Cambs PE17 5TX
Martin Fenerty 13,578 - - - - -
35 Waltersgreen Crescent
Golborne
Eirlys Campbell 13,578 - - - -
11 Warren Drive
Deganwy
Conwy
Conwy County LL31 9ST
</TABLE>
28
<PAGE>
Part 2
- ------
Relationships
- -------------
The Vendors in column 1 below are Relatives of the Vendors in column 2.
Column 1 Column 2
Edward Ford Barbara Ford
Edward Ford's IIP
Barbara Ford Edward Ford
Edward Ford's IIP
Renold Tang Jocelyne Tang
Anita Tang
Michael Tang
Jocelyne Tang Renold Tang
Anita Tang
Michael Tang
Colin Campbell Eirlys Campbell
Eirlys Campbell Colin Campbell
Stephen Fenerty Martin Fenerty
Martin Fenerty Stephen Fenerty
Richard Perry Natalia Perry
Natalia Perry Richard Perry
<PAGE>
William Bowman Andrew Marsden
Thavarajasingham Sangiveeraj
Andrew Marsden Thavarajasingham Sangiveeraj
William Bowman
Thavarajasingham Sangiveeraj William Bowman
Andrew Marsden
<PAGE>
SECOND SCHEDULE
- ---------------
PART 1
- ------
THE COMPANY
- -----------
Registered number:- 3812121
Date of Incorporation:- 22 July 1999
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 The Premier Centre
Premier Way
Romsey
Hampshire
SO5I 9AQ
Authorised Capital:- 10,000,000 representing 9,856,270 Ordinary Shares of
(Pounds)1 each;
111,080 "A" Ordinary shares of (Pounds)1 each;
111,100 "A" Redeemable shares of (Pounds)0.01 each;
219,200 "B" Ordinary shares of (Pounds)0.01 each;
29,056 "C" Ordinary shares of (Pounds)1 each;
29,100 "C" Redeemable shares of (Pounds)0.01 each.
Issued Capital:- 80,220 Ordinary shares of (Pounds)1 each, 109,894 "A"
Ordinary shares of (Pounds)1 each, 109,894 "A"
Redeemable shares of (Pounds)0.01 each, 219,170 "B"
Ordinary shares of (Pounds)0.01 each, 29,056 "C"
Ordinary shares of (Pounds)1 each and 29,056 "C"
Redeemable shares of (Pounds)0.01 each.
Shareholders:-
<TABLE>
<CAPTION>
Ords "A Ords "A" Reds "B" Ords "C" Ords "C" Reds
<S> <C> <C> <C> <C> <C> <C>
Edward Ford 374 19,170 19,170 52,226 - -
Edward Ford's IIP - - - - 29,056 29,056
Barbara Ford 340 37,216 37,216 37,556 - -
William Bowman 9,240 16,941 16,941 20,022 - -
Thavarajasingham Sangiveeraj 1,000 - - 764 - -
Andrew Marsden 800 - - 612 - -
Linda White 368 - - 282 - -
Robert & Ann Massey 13,243 - - 10,127 - -
Renold Tang 11,772 13,038 13,038 24,810 - -
Michael Tang 300 - - 300 - -
Jocelyne Tang 1,000 6,849 6,849 7,849 - -
Kam Cheung Chan 1,600 8,340 8,340 7,600
Tai Tai Cheung 1,600 8,340 8,340 7,600
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Sam Chan 7,953 - - 7,953
Richard Perry 425 - - 4,038
Steven Fenerty 425 - - 4,038 - -
Colin Campbell 425 - - 4,038 - -
Anita Tang 26,932 - - 26,932 - -
Martin Fenerty 575 - - 575 - -
Natalia Perry 1,273 - - 1,273 - -
Eirlys Campbell 575 - - 575 - -
</TABLE>
Directors:- Renold Lee On Tang
Edward Frederick Arthur Ford
Secretary:- Renold Lee On Tang
Accounting Reference Date:- 31 August
Subsisting Mortgages and Charges:- None
<PAGE>
Part 2
- ------
THE SUBSIDIARIES
- ----------------
Name: Cash Centres Limited
Registered number:- 2736661
Date of Incorporation:- 3 August 1992
Incorporated tinder the Companies Act 1985
Registered Office:- c/o TBW
E3 The Premier Centre
Abbey Park
Romsey
Hampshire
SO51 9AQ
Authorised Capital:- 10,000,000 representing 10,000,000 Ordinary Shares
of (Pounds)1 each
Issued Capital:- 204,300 Ordinary Shares of (Pounds)1 each
Shareholders:- Cash Centres Corporation Limited : 204,300
ordinary shares of 1 each
Directors:- Renold Lee On Tang
Edward Frederick Arthur Ford
Secretary:- Renold Lee On Tang
Accounting Reference Date:- 31 August
Subsisting Mortgages and Charges:- None.
<PAGE>
Name:- County Registers Limited
Registered number:- 3500718
Date of Incorporation:- 28th January 1998
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 Premier Centre
Premier Way
Romsey
Hampshire
SO51 9AQ
Authorised Capital:- 10,000 ordinary shares of (Pounds)1 each
Issued Capital:- 2 ordinary shares of (Pounds)1 each
Shareholders:- Cash Centres Limited : 2 ordinary shares
Directors:- Renold Tang
Edward Ford
Secretary:- Renold Tang
Accounting Reference Date:- 31 January
Subsisting Mortgages and Charges:- None
<PAGE>
Name:- Lombard Guildhouse Limited
Registered number: 2261206
Date of Incorporation:- 23 May 1988
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 Premier Centre
Premier Way
Romsey
Hampshire
S051 9AQ
Authorised Capital:- 100,000 ordinary shares of (Pounds)1 each
Issued Capital:- 100,000 ordinary shares of (Pounds)1 each
Shareholders:- Cash Centres Limited 100,000 ordinary shares
Directors:- Edward Frederick Arthur Ford
Renold Lee On Tang
Secretary:- Renold Lee On Tang
Accounting Reference Date:- 31 August
Subsisting Mortgages and Charges:- None
<PAGE>
Name:- Cash Centres Retail Limited
Registered number:- 3812125
Date of Incorporation:- 22 July 1999
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 Premier Centre
Premier Way
Romsey
Hampshire 5051 9AQ
Authorised Capital:- 10,000,000 ordinary shares of (Pounds)1 each
Issued Capital:- 2 ordinary shares
Shareholders:- Cash Centres Corporation Limited : 2 ordinary
shares
Directors:- Renold Tang
Edward Ford
Secretary:- Renold Tang
Accounting Reference Date:- 31 August
Subsisting Mortgages and Charges:- None
<PAGE>
Name:- Cash Centres International Limited
Registered number: - 3816243
Date of Incorporation:- 29 July 1999
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 The Premier Centre
Romsey
Hampshire
S051 9AQ
Authorised Capital:- (Pounds)10,000,000 divided into 10,000,000
ordinary shares of (Pounds)1 each
Issued Capital:- 2 ordinary shares
Shareholders:- Cash Centre Corporation Limited : 2 ordinary
shares
Directors:- Edward Ford
Renold Tang
Secretary:- Renold Tang
Accounting Reference Date:- 31 August
Subsisting Mortgages and Charges:- None
<PAGE>
Name:- Cash Centres Scotland Limited (dormant)
Registered number:- 2892091
Date of Incorporation:- 27 January 1994
Incorporated under the Companies Act 1985
Registered Office:- c/o TBW
E3 The Premier Centre
Abbey Park
Romsey
Hampshire
S015 9AQ
Authorised Capital:- (Pounds)10,000 representing 10,000 ordinary shares
of (Pounds)1 each
Issued Capital:- 2 ordinary shares of (Pounds)1 each
Shareholders:- Cash Centres Limited : 2 ordinary shares
Directors:- Renold Tang
Edward Ford
Secretary:- Renold Tang
Accounting Reference Date:- 31 January
Subsisting Mortgages and Charges:- None
<PAGE>
THIRD SCHEDULE
- --------------
THE PROPERTIES
- -------------
1. 46 Brook Street
Chester
CH1 3DZ
2. 2/2A Charles Street
Chester
CH1 3DZ
3. First Floor
King George House
Charles Street
Chester
4. Ground Floor & Basement
24 North John Street
Liverpool
L2 9RP
5. 365 Kilburn High Road
London
NW6 7QB
6. 46 Whitby Road
Ellesmere Port
Wirral
L65 8AE
7. 23 Barnabas Road
Erdington
Birmingham
8. 1A Croesfoel Buildings
King Street
Wrexham
<PAGE>
FOURTH SCHEDULE
- ---------------
WARRANTIES
- ----------
Part 1
- ------
GENERAL
- -------
1.1 The Vendors
-----------
1.1.1 The Vendors are the beneficial and legal owners of the Shares as set
out in the first schedule and are entitled to sell the Shares to the
Purchaser free from all liens charges and encumbrances without the
consent of any third party.
1.1.2 Each of the Vendors have full power and authority to enter into this
agreement and the other documents to be executed in connection with
it, all of which constitute (or will when executed constitute) legal
and valid binding obligations on them enforceable in accordance with
their respective terms.
1.1.3 No bankruptcy order has been made in respect of any of the Vendors or
a petition for such an order presented.
1.1.4 No application has been made in respect of any of the Vendors for an
interim order under section 253 Insolvency Act 1986.
1.1.5 None of the Vendors is unable to pay any debt as that expression is
defined in section 268 Insolvency Act 1986.
1.1.6 No person has been appointed by the court to prepare a report in
respect of any of the Vendors under section 273 Insolvency Act 1986.
1.1.7 No interim receiver has been appointed of the property of any of the
Vendors tinder section 286 Insolvency Act 1986.
1.1.8 None of the Executives
1.1.8.1 has ever been disqualified from acting as a director of any company;
1.1.8.2 has ever been prosecuted for any offence (other than an offence under
the Road Traffic Acts for which a custodial sentence could not be
imposed); or
1.1.8.3 has ever had a county court or high court judgement made against him
or any company of which he shall have been a director at the date of
such judgement.
1.2 The Shares
----------
The Shares constitute the whole of the issued and allotted share
capital of the Company and are fully paid or credited as fully paid.
<PAGE>
1.3 Accuracy of information
-----------------------
All information given by any of the Vendors or their agents to the
Purchaser or its agents relating to the business, activities, affairs,
or assets or liabilities of the Company (including, without
limitation, the replies made by or on behalf of the Vendors to the
questionnaire sent by the Purchaser's Solicitors in relation to the
Company) in the course of the negotiations leading up to this
agreement was, when given, and is now true, complete and accurate and
not misleading.
1.4 Accuracy of Disclosure Letter
-----------------------------
All statements of fact and information contained or referred to in and
all documents annexed to the Disclosure Letter are true and nothing
has been omitted from the Disclosure Letter which renders any of such
statements incomplete, inaccurate or misleading.
1.5 Full disclosure
---------------
All material information, matters and circumstances relating to the
Company which are or would on reasonable enquiry be known to the
Vendors or any of them and which are material to be known by a
purchaser for value of the Shares is contained or referred to in the
Disclosure Letter.
1.6 Licences to purchase shares
---------------------------
All necessary licences, authorisations, orders, grants, consents,
permissions and approvals to the purchase of the Shares by the
Purchaser have been obtained and remain in full force and effect and
so far as the Vendors are aware there are no circumstances which
indicate that any of such licences, authorisations, orders, grants,
consents, permissions or approvals may be revoked or not renewed, in
whole or in part.
1.7 Applicability of Warranties to the Subsidiaries
-----------------------------------------------
Each of the representations and warranties set out in this schedule
applies (where the context so permits) in relation to each of the
Subsidiaries as it applies to the Company.
<PAGE>
Part 2
- ------
THE COMPANY
- -----------
2.1 The Company
-----------
2.1.1 The Company is a private company limited by shares incorporated in
England and the information set out in the second schedule is correct.
2.1.2 The Company's principal business is that of First Party Cheque
Cashing, Third Party Cheque Cashing, the retailing of gold jewellery
and antiques and other second hand goods, loan brokerage, Money
Transfers and pawnbroking and it has never carried on any other
business to a material extent.
2.2 Subsidiaries etc
----------------
2.2.1 The Subsidiaries are private companies limited by shares and
incorporated in England, the Company or (where applicable) a
Subsidiary is the sole beneficial owner of all the issued or allotted
shares of the Subsidiaries, all such shares are fully paid or credited
as fully paid and the information set out in part 2 of the second
schedule is correct.
2.2.2 Save for the Subsidiaries the Company does not have, never has had and
has not agreed to acquire any subsidiaries or subsidiary undertakings;
nor is it or ever been and has not agreed to become the legal or
beneficial owner of any share or loan capital of any company; and nor
does the Company control or take part in the management of any other
company or business organisation and it has never done so or agreed to
do so.
2.3 Directors
---------
The Company and the Subsidiaries do not have any directors, shadow
directors or alternate or associate directors other than the persons
listed in the second schedule.
2.4 Trading names etc
-----------------
2.4.1 The Company uses (and during the past three years has used) no name
other than its corporate name for any purpose;
2.5 Agents
------
2.5.1 No person is authorised to act as agent for the Company or to bind the
Company otherwise than the directors of the Company acting as the
Board.
<PAGE>
2.5.2 There are no powers of attorney given by the Company which are in
force.
2.6 Share capital
-------------
2.6.1 Since the Balance Sheet Date, no share or convertible securities of
the Company (or any rights or interests therein) have been created,
allotted or issued or agreed to be created, allotted or issued.
2.6.2 No shares in the capital of the Company have been issued and no
transfer of shares in the capital of the Company has been registered
otherwise than in accordance with the Articles of Association of the
Company from time to time in force and all such transfers have been
duly stamped.
2.7 First Party Cheque Cashing
--------------------------
The Disclosure Letter contains an accurate analysis of the procedures
followed by the Company in relation to First Party Cheque Cashing,
together with:
2.7.1 a fair summary of the legal basis upon which the Company carries on
the business of First Party Cheque Cashing;
2.7.2 details of any material advice (professional or otherwise) received on
the drafting of the Company's standard terms of business in relation
to First Party Cheque Cashing, together with an explanation of the
reasons for the changes made from time to time;
2.7.3 details of the Company's policies applied to determine whether it will
encash a First Party Cheque, including the creditworthiness and
suitability of a prospective customer and for enquiries made of the
customer;
2.7.4 details of the procedures and documents which the Company follows and
produces in order to comply with the requirements of the Consumer
Credit Act 1974 in relation to its business of First Party Cheque
Cashing;
2.7.5 copies of all material and relevant correspondence, notices or other
documents sent between the Company and the Office of Fair Trading at
any time in relation to the Company's business of First Party Cheque
Cashing;
2.7.6 details of all infringements of the Consumer Credit Act 1974 committed
by the Company in relation to its business of First Party Cheque
Cashing which have at any time been alleged by or on behalf of the
Office of Fair Trading, any customer of the Company or any other
person; and
<PAGE>
2.7.7 details of all prosecutions or notices of intended prosecutions of the
Company which have occurred or been issued at any time in relation to
any real or alleged infringement of the Consumer Credit Act 1974 which
may have been committed by the Company in relation to its business of
First Party Cheque Cashing.
2.8 Cheque Cashing
--------------
2.8.1 The Disclosure Letter contains an analysis of the procedures followed
by the Company in relation to Third Party Cheque Cashing, together
with:-
2.8.1.1 a fair summary of the legal basis upon which the Company carries on
the business of Third Party Cheque Cashing and on which it relies on
being able to collect payment on the relevant Third Party Cheque
through its own bankers;
2.8.1.2 details of any material advice (professional or otherwise) received on
the drafting of the Company's standard terms of business in relation
to Third Party Cheque Cashing together with an explanation of the
reasons for the changes made from time to time;
2.8.1.3 details of any refusals by the Company's bankers to collect Third
Party Cheques encashed by the Company, together with an explanation in
each case of why the refusal was made and the ultimate resolution or
outcome of the matter;
2.8.1.4 details of the nature of any challenge to the Company's ability to
collect payment on Third Party Cheques, by any person, including the
drawer of the cheque, the payee, the paying bank and the collecting
bank;
2.8.1.5 details of all legal proceedings in which the Company has ever been
involved as a defendant or co-defendant in relation to the encashment
of Third Party Cheques; and
2.8.1.6 details of the Company's policies applied to determine whether it will
encash a Third Party Cheque including the credit worthiness and
suitability of a prospective customer and/or enquiries made of the
drawer of the cheque and others.
2.8.2 It is the Company's policy not to accept post dated or deferred bank
Customer's Cheques with or without a cheque guarantee card in support
and
<PAGE>
so far as the Vendors are aware UK clearing banks have no obligation
to satisfy any guarantee on their part to pay a cheque supported by a
cheque guarantee card if the cheque is post dated.
2.8.3.1 The Company complies with the current APACS rules of the cheque
guarantee card scheme (to the extent that the rules apply to the
business carried on by the Company) and more particularly Customers
Cheques which are secured with a cheque guarantee card are presented
to the collecting bank no later than 3 days after the date upon which
the cheque is received by the Company;
2.8.3.2 All Franchisees who are franchised by the Company to carry on First
Party Cheque Cashing are instructed by the Company to comply with the
current APACS rules of the cheque guarantee card scheme and more
particularly Customers Cheques which are secured with a cheque
guarantee card are presented to the collecting bank no later than 3
days after the date upon which the cheque is received by the
Franchisee.
2.8.3.3 So far as the Vendors are aware all of the Franchisees who are
franchised by the Company to carry on First Party Cheque Cashing
comply with the current APACS rules of the cheque guarantee card
scheme (to the extent that the rules apply to First Party Cheque
Cashing) and more particularly Customers Cheques which are secured
with a cheque guarantee card are presented to the collecting bank no
later than 3 days after the date upon which the cheque is received by
the Franchisee.
2.9 Consumer Credit Act 1974
------------------------
The Company has complied with all requirements of the Consumer Credit
Act 1974 and in particular:-
2.9.1 has a valid and subsisting licence under that Act for all purposes for
which a licence is required in relation to any business carried on by
the Company whether in relation to First Party Cheque Cashing Third
Party Cheque Cashing, pawnbroking or otherwise;
2.9.2 has complied with the terms of such licence(s); and
2.9.3 all agreements made by the Company and all procedures followed by the
Company in the course of any business which it carries on and which
are in
<PAGE>
any way regulated by that Act, comply with all the relevant
requirements of that Act; and
2.9.4 the Company has never received any notice, letter or complaint
alleging a breach by it of the provisions of that Act and so far as
the Vendors are aware has no reason to believe that circumstances
exist which may give rise to such notice letter or complaint.
2.10 Statutory and other regulations
-------------------------------
2.10.1 The Company has at all times carried on business and conducted its
affairs in all respects in accordance with its Memorandum and Articles
of Association for the time being in force.
2.10.2 All licences, authorisations, orders, grants, consents, permissions
and approvals necessary to the proper carrying on of the business of
the Company have been obtained and:-
2.10.2.1 the Company is not in breach of any of their terms or conditions; and
2.10.2.2 so far as the Vendors are aware there are no circumstances which
indicate that any of them may be revoked or not renewed, in whole or
in part, whether or not in the ordinary course of events.
2.10.3 So far as the Vendors are aware neither the Company nor any of its
officers is in breach of or has failed to comply in full with any law
or statutory or municipal rules, regulations and provisions applying
to or affecting the business or activities of the Company.
2.10.4 All documents required by the Companies Act or any other legislation
to be filed with the Registrar of Companies in respect of the Company
have been duly filed and were correct and due compliance has been made
with all other legal requirements in connection with the formation of
the Company and its conduct and all issues and allotments of shares,
debentures and other securities.
2.10.5 So far as the Vendors are aware, there are no investigations or
enquiries (pending, threatened or in existence) by or on behalf of any
governmental or other body in respect of the affairs of the Company or
the Vendors.
<PAGE>
2.11 Data Protection Act
-------------------
The Company has complied with all requirements of the Data Protection
Act 1984 and in particular:-
2.11.1 has registered as a data user under that Act for all purposes for
which registration is required by the business as carried on by the
Company;
2.11.2 has complied with the data protection principles; and
2.11.3 the Company has not received any notice letter or complaint alleging a
breach by it of the provisions of that Act and so far as the Vendors
are aware has no reason to believe that circumstances exist which may
give rise to such a notice letter or complaint.
2.12 Statutory books and Memoranda and Articles of Association
---------------------------------------------------------
2.12.1 The Register of Members and other books required by the Companies Act
to be kept by the Company contain an accurate and complete record of
the matters with which they should deal and there has been no notice
of any proceedings to correct or rectify any such books.
2.12.2 The copy of the Memorandum and Articles of Association of the Company
attached to the Disclosure Letter is complete and accurate in all
respects and has embodied in it or annexed to it a copy of every such
resolution and agreement as is referred to in section 380 of the
Companies Act.
2.13 Resolutions
-----------
No resolutions of any kind of the Company or any class of its members
(other than those relating to business at an Annual General Meeting
which is not special business) have ever been passed.
2.14 Insolvency
----------
2.14.1 The Company has never been a party to any transaction to which the
provisions of sections 238 to 246 (inclusive) of the Insolvency Act
1986 may be applicable.
2.14.2 No order has been made or petition presented or resolution passed for
the winding up or administration of the Company, no receiver or
administrator or administrative receiver has been appointed or could
lawfully be appointed by any person of the Company's business or
assets or any part thereof the Company is not insolvent and has not
stopped payment and is not unable to
<PAGE>
pay its debts (within the meaning of section 123 of the Insolvency Act
1986) and the Company is capable of meeting its liabilities as and
when they fall due and for the foreseeable future.
2.15 Purchase of shares
------------------
2.15.1 No person is entitled to receive from the Company any fees, brokerages
or other commissions in connection with the purchase or sale of shares
in the Company.
2.15.2 The Company has not at any time acted in breach of section 151 of the
Companies Act and nor has it ever given financial assistance in
connection with the acquisition of its own or any holding company's
shares in accordance with the provisions of section 155 of the
Companies Act.
2.15.3 The Company has never reduced, purchased or redeemed its share capital
or agreed to do so.
2.16 Registration of charges
-----------------------
All charges in favour of the Company have (if appropriate) been
registered in accordance with the Companies Act.
2.17 Possession of documents
-----------------------
All title deeds relating to the assets of the Company and an executed
copy of all agreements to which Company is a party and the original
copies of all other documents which are owned by, or which ought to be
in the possession of, the Company are in its possession.
2.18 Seal
----
The Company has a common seal.
2.19 Financial Services Act
----------------------
The Company does not carry on or purport to carry on in the United
Kingdom any investment business within the meaning of the Financial
Services Act 1986.
2.20 Money Laundering
----------------
The Company has complied with all the provisions of the Money
Laundering Regulations 1993.
<PAGE>
Part 3
- ------
THE ACCOUNTS
- ------------
3.1 The Accounts
------------
The Accounts:-
3.1.1 have been prepared in accordance with the historical cost convention;
3.1.2 comply with the requirements of the Companies Act, all other relevant
statutes, all relevant SSAP's, all pronouncements issued or adopted by
the Accounting Standards Board Limited and other generally accepted
accounting practices applicable to a United Kingdom company ("GAAP")
------
and have been audited in accordance with the Auditing Standards issued
by the Auditing Practices Board;
3.1.3 have been prepared on the same bases and policies of accounting as the
published statutory accounts of each of the Company and the
Subsidiaries respectively for the preceding three accounting reference
periods (and in particular there has been no change in any practice or
policy or in any methods or bases of valuation or any accountancy
treatment relating to the keeping of any such accounts);
3.1.4 give a true and fair view of the state of affairs of each of CCL and
CCL's Subsidiaries respectively at the Balance Sheet Date and in the
case of the consolidated balance sheet and the consolidated profit and
loss account give a true and fair view of the state of affairs at that
date and the profit and loss for that period of CCL and CCL's
Subsidiaries as a whole;
3.1.5 disclose all the assets to which any value is ascribed or ought to be
ascribed to each of CCL and the CCL Subsidiaries respectively as at
the Balance Sheet Date;
3.1.6 contain appropriate provision or reserves or appropriate notes in
accordance with GAAP in respect of all liabilities (whether actual or
contingent, quantified or disputed) of each of CCL and its then
Subsidiaries respectively as at the Balance Sheet Date;
3.1.7 contain appropriate provisions or reserves in accordance with GAAP for
Taxation assessed or liable to be assessed on each of CCL and its then
Subsidiaries respectively or for which it is or may become liable up
<PAGE>
to the Balance Sheet Date and any liability to pay Taxation which has
been deferred for any reason;
3.1.8 contain appropriate provisions in accordance with GAAP for
depreciation and for any obsolescence of assets (all rates of
depreciation being consistent over the three financial periods
preceding the Balance Sheet Date) and the policy of depreciation has
been applied in accordance with SSAP 12;
3.1.9 properly disclose all capital and leasing commitments of each of CCL
and its then Subsidiaries respectively; and
3.1.10 are not affected by any extraordinary or non-recurring items.
3.2 Past accounts
-------------
The published statutory accounts of each of CCL and the Subsidiaries
respectively for the three accounting reference periods preceding the
period to which the Accounts relate comply with the same criteria as
described in relation to the Accounts in paragraph 3.1.
3.3 Book Debts shown in the Accounts
--------------------------------
The debts shown in the Accounts (less the amount of any provision or
reserve calculated on the same basis as that applied in the published
statutory accounts of each of CCL and the Subsidiaries respectively
for the preceding three accounting reference periods) were good and
collectable in full in the ordinary and normal course of business and
have realised the net amount thereof and none of those debts:-
3.3.1 was at the Balance Sheet Date subject to any counter-claim or set off
(except to the extent of any such provision or reserve) or overdue by
more than three months; or
3.3.2 has subsequently been released on terms that any debtor pays less than
the full book value of his debt or has been written off or has proved
to any extent irrecoverable or is now regarded as irrecoverable (in
whole or in pan).
3.4 Accounting records
------------------
All accounts, books, ledgers, financial and other records of
whatsoever kind of the Company are in the possession of the Company
and have been kept and completed in accordance with section 221 of the
Companies Act.
<PAGE>
3.5 Management Accounts
-------------------
The management accounts of the Company for the period from the Balance
Sheet Date to 31 October 1999 copies of which are annexed to the
Disclosure Letter have been prepared by the Company with due care and
attention in accordance with the same accounting policies as the
Accounts, and show a reasonably accurate and fair view of the state of
affairs and profit or loss of the Company as at and for the period in
respect of which they have been prepared and are not affected by any
extraordinary, exceptional or non-recurring item but it is hereby
acknowledged that they are not prepared on a statutory basis have not
been audited and do not address taxation in any form nor do they
address disposals of a capital nature.
Part 4
- ------
THE PROPERTIES
- --------------
4.1 General matters
---------------
4.1.1 The Properties comprise all the freehold and leasehold land premises
owned occupied or otherwise used by the Company other than the
Franchisee Properties.
4.1.2 All the rights vested in the Company relating to any land at the date
of this agreement and the descriptions set out in the third schedule
are correct in all respects and not misleading.
4.1.3 The Company has not held premises whether under an agreement licence
or lease (as tenant or licencee) or given any form of guarantee or
indemnity in relation to such premises (other than the Properties)
which gives rise to a contingent liability or where a claim is
currently pending or being persued whether in relation to rent,
repairs, dilapidations or otherwise
4.2 Title
-----
4.2.1 The Company has a good and marketable title (legal and beneficial) to
the Properties and would be able to transfer title to the Properties
without qualification.
4.2.2 The originals of all documents of title to the Properties (with the
exception of the headlease for North John Street) as noted in the
third schedule are in the possession or under the control of the
Company.
<PAGE>
4.2.4 The Properties and title deeds are free and clear of all claims,
charges (including floating charges), mortgages, liens, encumbrances
and other such security interests and third party rights and there is
no agreement to create any such security interests or third party
rights.
4.2.5 The Properties are not subject to any other agreements, covenants,
restrictions or conditions save (in the case of leasehold property) as
contained in any lease or tenancy under which the Properties are held
by the Company and all such agreements, covenants, restrictions and
conditions to which the Properties are subject have been placed with
the deeds and have been fully observed and performed and are so far as
the Vendors are aware not of an unusual or onerous nature and do not
prohibit the present use of the Properties (as permitted by the
relevant lease) and no outstanding complaint alleging breach or non-
observance has been received in respect of them and so far as the
Vendors are aware light and air to all windows and apertures of the
Properties and any access to or egress from the Properties are enjoyed
as of right.
4.2.6 The Properties are not subject to any unusual or onerous exceptions
reservations rights easements quasi easements provisions obligations
or overriding interests.
4.2.7 There are no disputes concerning boundaries, easements, covenants or
other matters relating to the Properties or their uses and occupation
and so far as the Vendors are aware there are no pending or
anticipated disputes actions claims or demands in respect of the
Properties
4.3 Occupation
----------
4.3. The Company has exclusive possession use and occupation of the
Properties
4.4 Local authority and planning matters
------------------------------------
4.4.1 There is no local land charge, land charge, caution, restriction,
inhibition or notice registered in respect of the Properties and so
far as the Vendor is aware no matter exists which is capable of such
registration whether registered or not and the Vendor is not aware of
any proposal for any such matter.
4.4.2 There are no outgoings affecting the Properties which are of an
unusual or onerous nature
4.4.3 The present use of the Properties are the permitted user for the
purposes of the
<PAGE>
Planning Acts (in this agreement the expression "the Planning Acts"
meaning the Town and Country Planning Act 1990, The Planning (Listed
Buildings and Conservation Areas) Act 1990, The Planning (Hazardous
Substances) Act 1990, The Planning (Consequential Provisions) Act 1990
and all statutes referred to therein) and such use is not so far as
the Vendors are aware adversely affected or likely to be affected by
any planning proposals and is not a temporary use or a use subject to
onerous or unusual conditions or conditions giving rise to abnormal
expenditure.
4.4.4 No application for planning permission or for any consent, approval or
determination under the Planning Acts in respect of the Properties are
awaiting determination.
4.4.5 Within the last 4 years ending with the date of this agreement no
development (which expression development shall have the meaning given
by Section 55 of the Town and Country Planning Act 1990) has been
carried out in relation to the Properties without first obtaining any
requisite consent under or by virtue of the Planning Acts or without
complying with the conditions or restrictions implied or imposed by
any such consent.
4.4.6 In the case of all buildings on the Properties which are subject to
any enactment, regulation or order relating to protection against or
means of escape from fire, all requirements of any such enactment,
regulation or order and of any notices served under them have been
materially complied with to the satisfaction of the fire officer,
district surveyor or other appropriate officer and no order
prohibiting any occupation or use of any of the Properties have been
made or so far as the Vendors are aware is proposed.
4.4.7 The Properties (and where appropriate all access to or egress from the
Properties) is not affected by any outstanding notices, orders or
publicly advertised proposals given or issued by or to any local or
other authority and is not so far as the Vendors are aware currently
affected by:-
. any closing, demolition or clearance order;
. any enforcement or stop or listed building or building
preservation or dangerous structure notice; or
. any proposal for compulsory acquisition or requisition.
<PAGE>
4.4.8 There is no anticipated expenditure in relation to the Properties
which would be required in order that the Properties should comply
with statute or any order or direction of a statutory or local
authority.
4.4.9 Compliance is being made and has as far as the Vendors are aware at
all times been made with all applicable statutory and bye-law
requirements and with all notices served under them with respect to
the Properties or their use and in particular (but without limitation)
with all applicable requirements as to fire precautions and the means
of escape in the case of fire and with the Public Health Acts, the
Housing Acts, the Highways Acts and the Office Shops and Railways
Premises Act 1963, the Factories Acts, the London Building Acts, the
Health and Safety at Work etc., Act, the Control of Pollution Act 1971
and the Environmental Protection Act 1990.
4.5 Lease matters
-------------
4.5.1 The Properties are not subject to any options or rights of pre-emption
and where there are break clauses in the leases they have not been
exercised by either party.
4.5.2 There are no arrears of rent, rates, service charge, insurance
premiums, interest or other payments relating to the Properties.
4.5.3 So far as the Vendors are aware there are no circumstances which would
entitle or require the landlord or any other person to exercise any
power of entry upon, or of taking possession of, the whole or any part
of the Properties or which would otherwise restrict or terminate the
continued possession or occupation of the Properties.
Enquiries
---------
4.6 The replies given to the preliminary enquiries raised by the
Purchaser's Solicitors of the Vendors' Solicitors are true and
accurate in all material respects and are not misleading in any
material way.
4.7 State of the Property
---------------------
4.7.1 No structural or material defects have appeared in or affected any
buildings or structures comprised in the Properties and which remain
unremedied.
4.7.2 There is no anticipated expenditure in excess of (Pounds)2,000 in
relation to the Properties other than in respect of rent and other
usual outgoings.
<PAGE>
4.7.3 Access to the Properties for both pedestrians and vehicles is directly
from a public highway adopted by the relevant local authority and
maintained by it at the public expense or where any of the Properties
is part only of a building not only is there such access to the
building but the Company also has an unlimited right of access for
pedestrians through the building to the Properties.
4.7.4 The Properties are directly connected to mains gas, electricity and
water supplies and drains and sewers adopted and maintained by the
relevant water authority or, where any of the Properties is part only
of a building, that building is so directly connected and the Company
has an unlimited right to the passage of gas, electricity, water and
soil through the pipes and other conduits in the building which
connect that Property to the publicly adopted mains, drains and
sewers.
4.8 Insurance
---------
4.8.1 All buildings and structures comprised in the Property including
fixtures, fittings and contents are insured under policies
("Policies") with reputable insurers against loss or damage by fire
----------
and such other risks as are normally covered by a comprehensive policy
for buildings of the type and in the geographic locality of the
Properties.
4.8.2 The sum insured under the Policies is not less than the full
reinstatement value of the Properties plus architects' and surveyors'
fees and other incidental expenses and in the case of premises which
are let, not less than 3 years' loss of rent.
4.8.3 The Policies are not subject to any special or unusual terms or
restrictions.
4.8.4 All the conditions of the Policies have been performed and observed by
the Company and in particular the premiums have been paid up to date.
4.8.5 So far as the Vendors are aware no circumstances have arisen which
would make any of the Policies void or voidable or which might result
in an increased rate of premium.
<PAGE>
Part 5
- ------
FIXED AND CURRENT ASSETS
- ------------------------
5.1 Ownership of assets
-------------------
The Company is the sole owner with good and marketable title free from
all liens, charges, encumbrances, options or adverse claims (including
any hiring, licensing or rental agreements or reservations of title)
of all the assets included in the Accounts or acquired after the
Balance Sheet Date which it owns or reputedly owns (subject to sales
of current assets in the ordinary and normal course of its trading) or
which are now in its possession or under its control or which it uses
in its business and the Company has not agreed to create or grant any
lien, charge, option or other encumbrance over such assets.
5.2 Assets used in the business
---------------------------
The assets owned by the Company together with any assets held under
any hire or hire purchase rental or leasing agreement (the material
details of which are contained in the Disclosure Letter) comprise all
the assets necessary for the continuation of the Company's business at
the current levels of turnover.
5.3 Equipment
---------
5.3.1 The equipment and vehicles owned by or used in connection with the
business of the Company ("Equipment"):
--------------
5.3.1.1 are all in a safe and adequate state of repair and condition for the
purposes to which it is currently put and none of it is in need of
renewal or replacement other than on the basis set out in the
Disclosure Letter;
5.3.1.2 are not to any extent surplus to requirements;
5.3.1.3 are in the possession and (save for those items the subject of the
hire, hire purchase, rental or leasing agreements listed in the
Disclosure Letter) control of the Company; and
5.3.1.4 are all capable, and (subject to normal wear and tear) will remain
capable, throughout the respective periods of time during which they
are each written down to a nil value in the accounts of the Company
(in accordance with the normal recognised accountancy principles
consistently applied prior to the date hereof) of doing the work for
which they were designed or purchased.
<PAGE>
5.3.3.1 Maintenance contracts are in full force and effect in respect of all
Equipment which is of a kind which is normal or prudent to have
maintained by independent or specialist contractors.
5.3.3.2 The Equipment has been regularly maintained to an appropriate
technical standard including compliance with all appropriate safety
regulations and manufacturers instructions.
5.3.3.3 The Company did not suffer any material failures or breakdowns in the
Equipment during the year preceding the date of this agreement.
5.4 Computer equipment and software
-------------------------------
5.4.1 The Company has in force maintenance contracts for all items of
computer hardware (including operating systems) and software support
contracts for all items of software which it uses and there is no
reason to believe that these maintenance and support contracts will
not be renewed by the other contracting party upon their expiry (if so
required by the Company) upon substantially similar terms to those now
applicable.
5.4.2 The Company did not suffer any material failures or breakdowns of or
bugs in the computer hardware or software which it now uses during the
year preceding the date of this agreement.
5.4.3 The Company has operated and used all items of computer hardware used
by it in accordance with the manufacturers recommendations including
(without limitation) any recommendations as to environmental
conditions and power supply.
5.4.4.1 All computer software (including programs and data held on silicon
chips, disks and any other media, manuals and operator guides) used by
the Company is either owned by the Company or held by it on licence (a
"Software Licence") the terms of which have been disclosed in the
-----------------
Disclosure Letter.
5.4.4.2 The Software Licences authorise the Company to use the computer
software that is not owned by the Company in the ways in which they
are in fact used or are required to be used in connection with the
business of the Company as it is now carried on.
<PAGE>
5.4.4.3 The Software Licences are enforceable by the Company in accordance
with their terms and there has not been any default (or any event
which with notice or lapse of time or both would constitute a default)
under any of them by the Company or by any other party to such
Software Licences.
5.4.5 All other computer software (including programs and data held on
silicon chips disks and any other media, manuals and operator guides)
used by the Company is either owned by the Company or held by it on
licence the terms of which have been disclosed in the Disclosure
Letter.
5.4.6 The Company owns and has access to all documents and information
(including source codes and all working papers relating to such source
codes but excluding proprietary or shrink wrapped software) which
might be required to enable the Company to adapt modify or improve all
computer software used by the Company economically and has the right
to make such adaptations modifications or improvements without the
consent of any third party.
5.5 Integrity of computer systems
-----------------------------
5.5.1 The Company has taken proper precautions to preserve the availability
confidentiality and integrity of its computer systems and has had such
systems reviewed on a regular basis by independent experts in the
field.
5.5.2 So far as the Vendors are aware all computer software (including all
programs and data in such software) used by the Company is reliable
and readable. All media on which such software is stored are in good
readable condition and contain no programs or data which are either
intended to or which may have the effect of modifying, deleting or
otherwise impairing such software (or any of the programs or data in
such software) or any other programs or data which are either intended
to or which may have the effect of impairing any computer hardware.
5.5.3 The Vendors are not aware of any case where unauthorised access to the
Company's computer systems has taken place, or where any of the
software or data in those computer systems has been modified without
the Company's express authority or where fraud has been committed
against the Company by
<PAGE>
use or abuse of its computer systems whether alone or in conjunction
with any third party.
5.5.4 So far as the Vendors are aware the Company's computer systems are
fully "millennium compliant" and will not cease to be so prior to,
during or after the year 2000. For the purposes of this warranty,
"millennium compliant" means that neither performance nor
functionality is or will be affected by dates prior to, during or
after the year 2000 in particular (but without limitation):
5.5.4.1 no value for current date causes or will cause any interruption in
operation;
5.5.4.2 date-based functionality behaves and will behave consistently for
dates prior to, during and after the year 2000;
5.5.4.3 in all interfaces and data storage, the century in any date is and
will be specified either explicitly or by unambiguous algorithms or
inferencing rules; and
5.5.4.4 the year 2000 is and will be recognised as a leap year.
5.6 Leased Assets
-------------
No circumstance has arisen or is likely to arise in relation to any
asset held by the Company. under a lease or similar agreement, whereby
the rental payable has been, or is likely to be, increased and, in
particular, all such assets have at all relevant times been used for a
qualifying purpose for the purposes of sections 39, 40 and 42 Capital
Allowances Act 1990.
5.7 Book Debts
----------
5.7.1 None of the debts which are due to the Company at the date of this
agreement and which shall have arisen after the Balance Sheet Date are
now or have at any time been overdue by more than three months have
any of those debts been written off or proved to be irrecoverable to
any extent.
5.7.2 The full amount of all debts which shall be owing to the Company at
Completion (whenever arising) will be recovered in full free of any
counterclaim or set off (less the amount of any provision or reserve
which has been calculated on the same basis as that applied in the
Accounts or disclosed in the Disclosure Letter) in the ordinary and
normal course of business and in any event not later than three months
after Completion.
<PAGE>
5.7.3 Since the Balance Sheet Date no other obligations due to the Company
have been written off or written down or have proved to be
irrecoverable in whole or in part or are now regarded as irrecoverable
nor has there been any agreement for the release of any person under
any liability to the Company.
5.8 Aged debtor analysis
--------------------
The aged debtor analysis annexed to the Disclosure Letter shows the
amounts owed to the Company by its trade debtors as at 31 October 1999
and the dates of the invoices pursuant to which such debts shall be
due.
Part 6
- ------
INTELLECTUAL PROPERTY
- ---------------------
6.1 Definition
----------
In this Part 6 "Intellectual Property Rights" includes patents, trade
----------------------------
marks, service marks, registered designs, design rights, copyrights,
business names, know-how, confidential information, and any other
similar protected rights in any country together with pending
applications for the registration or recording of such right
6.2 Intellectual Property Rights
----------------------------
The Company does not own or otherwise have any interest in or licence
of any Intellectual Property Rights apart from confidential know how
and copyright in those documents which are material to the business of
the Company (other than the computer software referred to in warranty
5.4.4) but the Company has the copyright in such confidential know how
and documents.
6.3 No Infringements
----------------
The business of the Company as now carried on does not (and so far as
the Vendors are aware is not likely to) infringe any Intellectual
Property Rights of any person.
6.4 No requirements
---------------
The Company does not need to use any Intellectual Property Rights
(apart from unpatentable confidential know-how and copyright in its
documents) of any other person in order to carry on its business in
its present form.
<PAGE>
Part 7
- ------
FINANCIAL POSITION AND PROSPECTS
- --------------------------------
7.1 Events since the Balance Sheet Date
-----------------------------------
Since the Balance Sheet Date:-
7.1.1 there has been no adverse change in the financial or trading position
or prospects of the Company;
7.1.2 the business of the Company has been carried on in the ordinary and
normal course, without any interruption and without any material
alteration in its nature, conduct, scale, scope or manner and no
unusual or abnormal contract differing from the ordinary contracts
necessitated by the nature of its business has been entered into by
the Company;
7.1.3 there has been no change in:-
7.1.3.1 the manner or time of payment of creditors or the issue of invoices or
collection of debts; or
7.1.3.2 the policy of reserving for debtors;
7.1.4 no asset has been acquired or disposed of or has been agreed to be
acquired or disposed of (save for assets acquired or disposed of in
the ordinary and normal course of business on arms length terms) and
no contract involving expenditure by it on capital account has been
entered into by the Company;
7.1.5 the Company has not paid or become liable to pay any management,
service or other such charges to the Vendors or to any of their
Associates) other than in respect of goods and services supplied in
the ordinary and normal course of business on commercial terms;
7.1.6 the Company has neither disbursed nor received any cash except in the
ordinary and normal course of its business and all amounts received by
or on behalf of the Company have been deposited with its bankers and
appear in the appropriate books of account;
7.1.7 the Company has not declared, paid or made any dividends or other
distributions within the meaning of the Taxes Act other than the Pre
Sale Dividend;
7.1.8 the Company has not made any loans or incurred any borrowings except
in the ordinary and normal course of its business; and
<PAGE>
7.1.9 the accounting reference period of the Company has not ended or been
extended.
7.2 Net assets and turnover
-----------------------
An audited balance sheet of the Company as at Completion and an
audited profit and loss account of the Company for the period from the
Balance Sheet Date up to Completion prepared on the same basis as the
Accounts would show that the net tangible assets of the Company (after
taking account of the profit or loss for the period since the Balance
Sheet Date) would not be less than the net tangible assets shown in
the Accounts and that the respective levels of turnover (both by value
and by volume) and the gross and net profit margins were at least as
high as during the corresponding period in the preceding year.
7.3 Amounts due to creditors
------------------------
7.3.1 The amounts now due by the Company to its creditors do not exceed by
more than 15 per cent the amount shown in the Accounts as due to
creditors at the Balance Sheet Date.
7.3.2 The aged creditor analysis annexed to the Disclosure Letter accurately
shows the amounts owed by the Group to its trade creditors as at 31
October 1999 and the dates of the invoices pursuant to which such
debts shall be due.
7.4 Bank and other borrowings
-------------------------
7.4.1 Full details of all limits on the Company's bank overdraft and other
borrowing facilities together with true, complete and accurate copies
of all letters of credit, guarantees and other financial instruments
issued on behalf of or for the benefit of the Company and which remain
in force are contained in the Disclosure Letter.
7.4.2 The total amount borrowed by the Company does not exceed any
limitation on its borrowing contained in its Memorandum or Articles of
Association or in any other document which it is a party and the
amount borrowed from its bankers does not exceed its overdraft
facilities (if any).
7.4.3 No overdraft or other financial facilities of the Company arc
dependent upon a guarantee of, or a security provided by, the Vendors
or any third party.
<PAGE>
7.4.4 The Company does not have outstanding and has not agreed to create or
issue any loan capital; nor has it factored or discounted any of its
debts (or agreed to do so), or been engaged in financing of a type
which would not require to be shown or reflected in the Accounts; or
borrowed any money which it has not repaid (save for borrowings not
exceeding the amounts shown in the Accounts).
7.4.5 The Company has not since the Balance Sheet Date, repaid. or become
liable to repay, any loan or indebtedness in advance of its stated
maturity.
7.4.6 No event has occurred which would entitle any third party (with or
without the giving of notice) to call for the repayment of any
indebtedness of the Company prior to its normal maturity date.
Part 8
- ------
TAXATION
- --------
8.1 Definitions
-----------
In this Part 8:
"ACT" means advance corporation tax;
-----
"CAA" means the Capital Allowances Act 1990;
-----
"IHTA" means the Inheritance Tax Act 1984;
------
"TCGA" means the Taxation of Chargeable Gains Act 1992;
------
"TMA" means the Taxes Management Act 1970;
-----
"VAT" means value added tax;
-----
"VATA" means the Value Added Tax Act 1994.
------
8.2 General
-------
8.2.1 All returns, amended returns, computations and payments which should
be or should have been made by the Company for any fiscal purpose have
been prepared on a proper basis and submitted within the prescribed
time limits and are up to date and correct and none of them is now the
subject or so far as the Vendors are aware likely to be the subject of
any dispute with the Inland Revenue or HM Customs and Excise or other
authority concerned and so far as the Vendors are aware will not give
rise to any disallowance of relief, forfeiture, loss of allowance or
credit, assessment, adjustment or set off (including any claim for
interest on unpaid Taxation) by the Revenue.
<PAGE>
8.2.2 All particulars furnished to the Revenue in connection with the
application for any consent or clearance on behalf of the Company
accurately disclosed all facts and circumstances material to the
decision of the Revenue, any such consent or clearance is so far as
the Vendors are aware valid and effective and any such transaction for
which such consent or clearance has previously been obtained has been
carried into effect only in accordance with the terms of the relevant
application and consent for clearance.
8.2.3 The Company is not the subject of a back duty investigation or in-
depth enquiry by any fiscal authority and there are no facts known to
the Vendors which may give rise to the same.
8.2.4 All income tax under the PAYE system and payments due in respect of
employees' contributions to national insurance and graduated state
pension have been properly deducted by the Company and (together with
any employer's contribution) have been fully and correctly paid to the
appropriate authority and proper records thereof have been maintained.
8.2.5 All Taxation required to be deducted from any payments made by the
Company which it is obliged or entitled to make has been deducted and
accounted in full to the appropriate authority.
8.2.6 The Company is not and has at no time been an investment company, a
close investment company or an investment trust company for Taxation
purposes.
8.2.7 The Company has not since the Balance Sheet Date taken any action
which has had, or so far as the Vendors are aware might have, the
result of altering or prejudicing or in any way disturbing any
arrangement or agreement which it has previously negotiated with the
Revenue.
8.2.8 The Taxation computations for all accounting periods of the Company
ended on or before 31 August 1998 have been agreed with the Revenue.
8.2.9 The Company is and has always been resident only in the United Kingdom
for Taxation purposes and has never carried on any trade, business or
other activities outside the United Kingdom other than the export of
its goods and/or services in the ordinary and normal course of its
business.
<PAGE>
8.3 Capital Assets
--------------
8.3.1 Save as provided for in the Accounts the values attributed to each of
the assets of the Company as at the Balance Sheet Date is such that on
any disposal of any of those assets which is treated for Taxation
purposes as being for a consideration equal to such value (ignoring
any reliefs and allowances available to the Company other than amounts
falling to be deducted under section 38 TCGA) no chargeable gain or
allowable loss would arise.
8.3.2 Since the Balance Sheet Date no asset has been acquired otherwise than
by way of a bargain made at arm's length and for a consideration equal
to its market value.
8.3.3 The Company has not effected or been a party to any demerger such as
is mentioned in sections 213 to 218 Taxes Act.
8.3.4 The Company has not been a party to or involved in any transaction
within section 29 TCGA or any scheme or arrangement within sections 30
to 34 TCGA.
8.3.5 The Company has never been a party to a transaction falling within
section 17 TCGA.
8.3.6 The Company has not received any asset by way of gift as mentioned in
section 282 TCGA.
8.3.7 The Company does not own any shares or securities acquired as a "new
holding" under the provisions of sections 126 to 130 TCGA.
8.3.8 Neither the Company nor any company which was a member of the same
group of companies at the relevant time has made any claim under
sections 152, 153 or 247 TCGA.
8.3.9 The Company has not been a party to or involved in any share for share
exchange nor any scheme of reconstruction or amalgamation such as are
mentioned in sections 135 and 136 TCGA.
8.3.10 The Company will not be subject to corporation tax on the disposal of
any debt owing to the Company.
8.3.11 Each and every loan made by the Company is a "qualifying loan" for the
purpose of section 253 TCGA.
<PAGE>
8.3.12 The Company does not own and has not owned and has never issued any
relevant discounted securities or qualifying corporate bonds (as
defined in Schedule 13 Finance Act 1996 or section 117 TCGA
respectively).
8.3.13 The Company has sufficient information contained in its records to
calculate any chargeable gain or allowable loss which may arise as the
result of the disposal of assets owned by the Company at the Balance
Sheet Date.
8.4 Capital Allowances
------------------
8.4.1 The book value of each of the assets of the Company in or adopted for
the purposes of the Accounts on which capital allowances are
calculated separately does not exceed the written down value of such
asset for the purposes of the CAA and the aggregate book value of
plant and machinery for which capital allowances have been claimed
under Part II of that Act does not exceed the written down value of
the qualifying expenditure under that Act.
8.4.2 The Company has not been a party to or involved in any transaction
whereby a balancing allowance would be denied or reduced by virtue of
section 5 CAA.
8.4.3 No capital expenditure has been incurred which is subject to the
provisions of section 75 CAA.
8.4.4 Details of all elections made by the Company pursuant to section 59B
or 59C CAA or requirements to make such elections in respect of any
existing assets of the Company are set out in the Disclosure Letter.
8.5 Group arrangements
------------------
8.5.1 The Company has never been a member of any group of companies for any
Taxation purpose other than of the Group.
8.5.2 The Company has not ceased to be a member of a group of companies for
the purposes of sections 178 and 179 TCGA and will not cease to be a
member of such a group as a result of Completion.
8.5.3 The Company has not at any time within the period of six years ending
with the date of this agreement, acquired any assets other than
trading stock from any company which, at the time of the acquisition,
was a member of the same group (as defined in section 170 TCGA) as the
Company.
8.5.4 The Disclosure Letter sets out full details of any surrender or
agreement to surrender, or acceptance or agreement to accept the
surrender, by the Company
<PAGE>
of any amount by way of group relief under the provisions of sections
402, 403 and 407 to 413 Taxes Act.
8.5.5 All claims for group relief made by the Company were valid and have
been or so far as the Vendors are aware will be allowed by way of
relief from corporation tax and the Company is not and will not, as a
result of anything done before the date of this agreement, become
liable to make any payment for an amount surrendered by any other
company under or in connection in with the provisions of section 402
Taxes Act.
8.5.6 The Company is not and has not at any time been party to any
arrangement falling within section 410 Taxes Act.
8.5.7 The Company has not made or purported to make any election under
section 247 Taxes Act.
8.5.8 The Company has not made nor received nor purported to make or receive
any surrender of the benefit of ACT under section 240 Taxes Act.
8.6 Distributions and Advance Corporation Tax
-----------------------------------------
8.6.1 The Company has not at any time done anything which could be treated
as a distribution for the purposes of sections 209 or 210 Taxes Act.
8.6.2 The Company has not issued any share capital to which the provisions
of section 249 Taxes Act or section 141 TCGA could apply nor does it
own any such share capital nor granted options or rights to any person
which entitles that person to require the issue of any share capital.
8.6.3 The Company has not received a capital distribution to which the
provisions of section 189 TCGA could apply.
8.6.4 The Company has not made or received any distribution which is an
exempt distribution within sections 213 to 218(1) (inclusive) Taxes
Act.
8.7 Stamp Duty
----------
8.7.1 All instruments (other than those which have ceased to have a legal
effect) executed by the Company (and which are or were subject to
stamp duty) have been duly stamped and the Company has not executed
any other instrument relating to any property situate in, or to any
matter or thing done or to be done in, any part of the United Kingdom.
8.7.2 The Company has no liability to stamp duty reserve tax.
<PAGE>
8.8 Anti-Avoidance
--------------
8.8.1 The Company has not entered into or been a party to any pre-ordained
series of transactions, composite transactions or any other schemes or
arrangements into which steps were inserted which served no purpose
other than the saving of Taxation.
8.8.2 The Company has not been party to any other transaction or arrangement
of any nature which could give rise to a charge to Taxation under Part
XVII Taxes Act.
8.9 Close Company
-------------
8.9.1 The Company is a close company for Taxation purposes.
8.9.2 The Company has no loan outstanding to which the provisions of
sections 419 and 420 Taxes Act would apply.
8.9.3 The Company has not held and does not hold shares in a company not
being another member of a group of companies (including the Company)
as defined in section 170 TCGA which has made any such transfer as was
referred to in section 125 TCGA.
8.9.4 The Company has not made any transfers of value within section 94
IHTA.
8.10 Events since the Balance Sheet Date
-----------------------------------
Since the Balance Sheet Date:-
8.10.1 the Company has not disposed of any asset (including trading stock) or
made any supply of any service or business facility of any kind
(including a loan of money or the letting, hiring or licensing of any
property whether tangible or intangible) in circumstances where the
consideration actually received or receivable for such disposal or
supply is less than the consideration which could be deemed to have
been received for the purposes of Taxation;
8.10.2 no event has occurred which gives rise to a liability to Taxation to
the Company on deemed (as opposed to actual) income, profits or gains
or which results in the Company becoming liable to pay or bear a
liability to Taxation directly or primarily chargeable against or
attributable to another person, firm or company;
8.10.3 the Company has not made or received any distributions for any
Taxation purpose;
<PAGE>
8.10.4 the Company has not surrendered or claimed any ACT under Chapter V
Taxes Act or any losses by way of group relief under the Taxes Act;
8.10.5 the Company has not paid any remuneration (including emoluments as
defined by section 131 and sections 153-168 Taxes Act) to any officer,
director or employee or to any member of his family or household in
excess of such amount as will be deductible in computing the taxable
profits of the Company;
8.10.6 no payment has been made by the Company which will not be deductible
for the purposes of corporation tax (or any corresponding tax on
profits in any relevant foreign jurisdiction), either in computing the
profits of the Company or in computing the corporation tax or
corresponding tax chargeable on it; and
8.10.7 no accounting period (as defined in section 12 Taxes Act) of the
Company has ended as referred to in section 12(3) of that Act.
8.11 Value Added Tax
---------------
8.11.1 In relation to VAT the Company has complied in all material respects
with all statutory provisions, rules, regulations, orders and
directions and made all necessary returns; and within the prescribed
time limits provided all necessary information and documents to HM
Customs and Excise and paid all amounts due to the proper person.
8.11.2 The Company has at all times kept and preserved complete correct and
up-to-date records, invoices and other documents required for the
purposes of VAT.
8.11.3 The Company has not been required by HM Customs and Excise to give
security under paragraph 4 of schedule 11 to the VATA.
8.11.4 No act or transaction has been effected in consequence of which the
Company is or may be held liable for any VAT calculated by reference
to the supply of goods and services by any other company.
8.11.5 The business of the Company has been conducted in such a manner that
the Commissioners could not issue a direction under paragraph 2 of
Schedule 1 VATA.
8.11.6 The Company is not liable and will not (in respect of anything done
before Completion) be liable to any interest, penalty or surcharge in
respect of VAT and in particular (but without prejudice to the
generality of the foregoing) the
<PAGE>
Company is and will not be so liable to any penalty, interest or
surcharge pursuant to sections 59, 63 to 70 and 74 VATA.
8.11.7 Neither the Company nor any of its officers or directors is or will
(in respect of anything done before Completion) be liable to a penalty
under sections 60, 61 or 62 VATA.
8.11.8 The Company is not and has not at any time been a member of a group of
companies for VAT purposes.
8.11.9 The Company is not and has not agreed to become an agent, manager or
factor for the purposes of sections 47 or 48 VATA of any person who is
not resident in the United Kingdom.
8.11.10 The Company has not incurred any expenditure in the ten years
preceding Completion on capital items such that the provisions of Part
XV of The Value Added Tax Regulations 1995 may apply to the Company.
8.11.11 The Company obtains credit for all input tax paid or suffered by it.
8.11.12 Full provision has been made in the Accounts for all input tax owing
or which may become due to any of the Company's suppliers and for any
refund of value added tax owing or which may become due to any of the
Company's customers.
8.11.13 The Company has not in the previous six years deducted any input tax
in reliance on the intended use of the goods or services to which the
input tax relates where the actual use of those goods or services has
not yet occurred.
8.12 VAT On Property
---------------
8.12.1 The Company does not own the fee simple in any building or civil
engineering work which is uncompleted or which was completed (within
the meaning of Note (2) to Group 1 Schedule 9 VATA) less than three
years before the date of this agreement.
8.12.2 The Disclosure Letter contains full particulars of:
8.12.2.1 any election under paragraph 2 Schedule 10 VATA to waive exemption
from VAT in relation to any land made by the Company or by any member
or former member of any group of companies of which the Company is or
was registered for VAT purposes; and
<PAGE>
8.12.2.2 any agreement or other arrangement to which the Company is a party
whereby the Company has agreed not to waive exemption from VAT
pursuant to paragraph 2 Schedule 10 VATA in relation to any land.
8.13 Employee share schemes
----------------------
8.13.1 The Disclosure Letter contains full details of all share schemes
(including those approved by the Inland Revenue and unapproved
schemes) which the Company operates or in which its UK employees are
entitled to participate, together with copies of any approvals issued
by the Inland Revenue in respect of such schemes and nothing has been
done to prejudice the approved status of any such schemes.
8.13.2 The Disclosure Letter contains full details of any issue of shares or
an interest in shares by the Company in the circumstances described in
section 77 to 89 Finance Act 1988 and the Company has complied with
section 85 Finance Act 1988.
8.13.3 The Disclosure Letter contains a copy of the rules of any profit
related pay schemes which the Company operates or has operated, or in
which its UK employees are or have been entitled to participate, in
any year commencing prior to Completion, together with copies of any
approvals issued by the Inland Revenue in respect of such schemes, and
nothing has been done to prejudice the approved status of any such
schemes which have at all times been operated in accordance with any
rules governing the scheme and relevant Taxation legislation.
8.14 Secondary liability
-------------------
So far as the Vendors are aware, no transaction or event has occurred
in consequence of which the Company is or may be held liable for any
Taxation or deprived of reliefs or allowances otherwise available to
it or may be otherwise held liable for any Taxation for which some
other company or person was primarily liable (whether by reason of any
such other company being or having been a member of the same group of
companies or otherwise).
8.15 Payments equivalent to tax
--------------------------
8.15.1 The Company has not in the previous seven years entered into any
indemnity, guarantee or covenant under which the Company has agreed or
can be
<PAGE>
procured to meet or pay a sum equivalent to or by reference to another
person's liability to Taxation.
8.15.2 The Company is not liable nor has any event or omission occurred in
consequence of which the Company could at any time become liable to
make a payment to any person as a result of the discharge by that
person of any liability of the Company to Taxation incurred on or
before Completion.
8.16 Loan Relationships
------------------
All interest, discounts or premiums payable by the Company in respect
of its loan relationships within the meaning of Chapter II of Part IV
of the Finance Act 1996 are capable of being brought into account as a
debit for the purposes of that Chapter as and to the extent that they
are from time to time recognised in the Company's accounts (assuming
that the accounting policies and methods adopted for the purpose of
the Accounts continue to be so adopted).
Part 9
- ------
CONTRACTS AND COMMITMENTS
- -------------------------
9.1 Capital commitments
-------------------
The Company had no capital commitments at the Balance Sheet Date and
since then the Company has not made any capital expenditure or
incurred any capital commitments.
9.2 Subsisting contracts
--------------------
The Disclosure Letter contains full and accurate copies (incorporating
all the terms which currently apply) of every material contract,
covenant, commitment or arrangement to which the Company is a party
and in respect of which any party to them has or may have any
outstanding liability:-
9.2.1 is of an unusual or abnormal nature or outside the ordinary and normal
course of business;
9.2.2 is for a fixed term of more than six months;
9.2.3 is of a long-term nature (that is, unlikely to have been fully
performed, in accordance with its terms, more than six months after
the date on which it was entered into or undertaken);
<PAGE>
9.2.4 is incapable of termination in accordance with its terms, by the
Company, on sixty days' notice or less;
9.2.5 is of a loss-making nature (that is, known to be likely to result in a
loss to the Company on completion or performance);
9.2.6 cannot readily be fulfilled or performed by the Company on time
without undue, or unusual, expenditure of money, effort or personnel;
9.2.7 involves payment by the Company by reference to fluctuations in the
index of retail prices, or any other index or in the rate of exchange
for any currency;
9.2.8 involve a capital commitment by the Company;
9.2.9 involves, or is likely to involve, the supply of goods or services the
aggregate sales value of which will represent in excess of 5 per cent
of the turnover for the preceding financial year of the Company;
9.2.10 is a contract for hire or rent, hire purchase, or purchase by way of
credit sale or periodical payment;
9.2.11 is a contract whereby the Company has been appointed to act or has
appointed someone else to act as an agent or as a distributor or
franchisee; or
9.2.12 is an agreement for the supply of services (other than for gas, water
or electricity).
9.3 Mortgages and guarantees etc
----------------------------
9.3.1 The Company has not created nor has it agreed to create any loan
capital or any mortgage, debenture, lien, charge or other similar
encumbrance or security interest over all or any of its property,
assets, undertaking. goodwill, reserves or share capital.
9.3.2 There are no guarantees, suretyships, indemnities or similar
commitments (whether secured or unsecured) given by the Company in
respect of which obligations or liabilities (whether actual or
contingent) are still outstanding.
9.4 No loans
--------
The Company has not made any loans or advanced any monies or credit to
any person, firm or company (other than credit given on normal
commercial terms in the ordinary and normal course of business).
<PAGE>
9.5 Bank indemnities
----------------
The Disclosure Letter contains full and accurate copies (incorporating
all the terms which currently apply) of all agreements and indemnities
and memoranda of all arrangements, practices and understandings
between the Company and its bankers, pursuant to which the Company's
bankers agree to collect on the Company's behalf third party cheques
encashed by the Company and/or pursuant to which the Company agrees to
indemnify its bankers for any liability which they may incur to anyone
in the course of doing so.
9.6 No partnership etc
------------------
The Company is not a member of any partnership, joint venture, trade
association, society or other group, whether formal or informal and
whether or not baying a separate legal identity, nor does any such
body have any material influence over the business of the Company as
now carried on.
9.7 Standard terms of business
--------------------------
The Disclosure Letter contains:-
9.7.1 copies of the Company's standard terms of business; and
9.7.2 full details of the fees, charges and other costs levied (by whatever
name called) by the Company on its customers in connection with First
Party Cheque Cashing and Third Party Cheque Cashing arrangements
offered by the Company.
9.8 Non-arms length contracts
-------------------------
9.8.1 None of the Vendors nor so far as the Vendors are aware any of their
Associates nor any person in which any of them has or had any interest
(direct or indirect, either solely or jointly with any other party and
whether as shareholder, employee, director, consultant or otherwise)
has (or has ever had) a trading relationship with the Company nor have
any of them ever entered into any other type of transaction or
arrangement with the Company (other than in the capacity as a
shareholder or employee of the Company); and none of them provides (or
has in the past provided) goods or services in competition with the
Company.
<PAGE>
9.8.2 The Company is not a party to, nor have its profits or financial
position during the three years prior to the date hereof been affected
by. any contract or arrangement which is not of an entirely arms-
length nature made on open market terms.
9.9 Defaults, etc
-------------
9.9.1 So far as the Vendors are aware none of the obligations owed by any
third party to the Company is unenforceable and no event has occurred
as regards the Company which would entitled any third party to
terminate any contract or benefit enjoyed by the Company or call in
any money before the normal due date therefor.
9.9.2 Neither the Company nor so far as the Vendors are aware any other
party to any agreement, commitment, transaction or arrangement with
the Company is in default to any material extent thereunder and there
are no circumstances likely to give rise to such a default.
9.10 Liabilities
-----------
9.10.1 There are no contractual liabilities (including contingent
liabilities) which are outstanding on the part of the Company other
than those liabilities disclosed in the Accounts or incurred, in the
ordinary and normal course of trading, since the Balance Sheet Date.
9.10.2 There is no indebtedness or liability due, owing or incurred by the
Company to the Vendors or any of their Associates whether actually or
contingently, whether solely or jointly with any other person and
whether as principal or surety and there is no such indebtedness or
liability due, owing or incurred to the Company by the Vendors or any
of their Associates.
9.10.3 There are no outstanding liabilities or commitments on the Company
arising from any arrangements for the disposal of any shares, property
or other assets (other than in the ordinary and normal course of
business) previously owned by the Company.
9.11 Payments to creditors
---------------------
The Company has at all times paid its creditors within the times
agreed with such creditors and there are no debts owing by the Company
which are overdue for payment.
<PAGE>
9.12 No restrictions on Company
--------------------------
The Company is not a party to any secrecy or confidentiality agreement
or arrangement which may restrict the use or disclosure of information
nor has it given any covenants limiting or excluding its right to do
business and/or compete in any area or field with any other person.
9.13 Franchise Agreements
--------------------
9. 13.1 All agreements with the Franchisees are valid and subsisting.
9.13.2 The Disclosure Bundle contains complete and accurate copies of all the
franchise agreements with the Franchisees.
9.13.3 The seventh schedule of this agreement contains accurate details of
each Franchisee and each Franchise Property.
9.13.4 The Company has not received notice to terminate any agreement with
any of the Franchisees.
9.13.5 The Company has not received notice from any of the Franchisees to
alter the term or terms of their franchisee agreement.
9.13.6 So far as Vendors are aware none of the Franchisees is intending to
serve notice to terminate its franchise agreement with the Company.
9.13.7 The Franchisees do have not a representative appointed on their behalf
to negotiate, or otherwise deal with the Company in relation to the
franchise agreements.
9.13.8 The Company is not in breach of any of the franchise agreements with
the Franchisees.
9.13.9 So far as the Vendors are aware the Franchisees are not in breach of
their franchise agreements with the Company.
9.13.10 The Franchisees pay all commissions/fee sharings due to the Company
when they are so obligated.
9.13.11 The active franchise status log at item 37 of the Disclosure Bundle is
true, complete and accurate in all respects.
9.13.12 Each of the following representations and warranties applies (where
the context so permits) in relation to each of the Franchisees as
they apply to the Company:
(i) Warranty 2.9
<PAGE>
(ii) Warranty 2.11
(iii) Warranty 2.20
9.13.13 No person, company, partnership or otherwise who was a franchisee of
the Company in the 12 months preceeding the date of this agreement has
given notice to terminate, or terminated their franchise agreements
with the Company during that time.
9.14 Relationships with third parties
--------------------------------
9.14.1 No Franchisee presently doing business with the Company is so far as
the Vendors are aware, likely to cease to do so or otherwise
substantially reduce its purchases from or supplies to the Company
during the twelve calendar months following Completion.
9.14.2 Neither more than 25 per cent of the aggregate amount of all the
purchases nor more than 25 per cent. of the aggregate amount of all
the sales of the Company in any trading period of 52 weeks are
obtained from or made to the same supplier, customer or Franchisee
(together with any person, firm or company in any way connected with
such supplier or customer).
9.14.3 There is no written contract or arrangement to which the Company is
part which will or may be determined under which any right of the
Company may be adversely affected (or pursuant to which any other
party may require the adoption of terms less favourable to the Company
than those subsisting in the absence of any change) by reasons of the
sale of the Shares to the Purchaser or the implementation of any
provision of this agreement.
9.14.4 So far as the Vendors are aware there is no oral contract or
arrangement to which the Company is part which will or may be
determined under which any right of the Company may be adversely
affected (or pursuant to which any other party may require the
adoption of terms less favourable to the Company than those subsisting
in the absence of any change) by reasons of the sale of the Shares to
the Purchaser or the implementation of any provision of this
agreement.
9.15 Pawnbroking
-----------
As at the date of this agreement the Company has not entered into any
franchise agreements relating to the provision of pawnbroking
services.
<PAGE>
9.16 Changes to current practices
----------------------------
9.16.1 The Company will within 60 days of Completion change its current
practices for cashing Customer Cheques, to ensure that it treats
Customer Cheques as a loan and enters into Regulated Agreements with
its customers in accordance with the Consumer Credit Act 1974 and not
write the details of a customer's cheque guarantee card on the back of
Customers Cheques.
9.16.2 The Company will within 120 days of Completion use all reasonable
endeavours to procure that all Franchisees will have changed their
current practices of cashing Customer Cheques, to ensure that the
Franchisees treat Customer Cheques as a loan and that the Franchisees
enter into Regulated Agreements with their customers in accordance
with the Consumer Credit Act 1974 and not write the details of a
customer's cheque guarantee card on the back of Customers Cheques.
Part 10
- -------
PENSIONS
- --------
10.1.1 Status of Pension Schemes
-------------------------
The Pension Schemes are approved by the Superannuation Funds Office of
the Inland Revenue as an exempt approved scheme under Chapter I Part
XIV Taxes Act and have at all times been administered in accordance
with the provisions of that Act and of the Social Security Act 1973
and with the applicable provisions of the Social Security Pensions Act
1975 and in accordance with any other applicable legislation,
regulations and requirements; and nothing has been done or omitted to
be done which may result in the Pension Schemes ceasing to be such an
exempt approved scheme.
10.1.2 Contracting-out Certificates have been issued to or in respect of the
Company by the Occupational Pensions Board under the provisions of the
Social Security Pensions Act 1975 in relation to the Pension Schemes
and nothing has been done or omitted to be done which may cause such
certificates to be withdrawn.
10.2 Extra-Pension Liabilities
-------------------------
The Company is not under any legal liability or obligation to provide
any relevant benefits (as defined in section 612(1) of the Taxes Act)
or any death
<PAGE>
or disability benefits not within that definition for any past or
present officer or employee or their dependants otherwise than under
the Pension Schemes and is not under any such liability or obligation
to pay contributions to any Personal Pension Scheme (as defined in
section 630 of the Taxes Act).
10.2.2 The Company has not given any undertakings or assurances to its
officers, employees or consultants regarding the continuance,
introduction or improvement of any retirement, death or disability
benefits (whether or not there is any obligation to do so) or
regarding the payment of contributions to Personal Pension Schemes
(whether or not there is any obligation to do so).
10.2.3 The Company has not granted any ex gratia pension or other like
payment to any of its past or present officers, employees, consultants
or their dependants.
10.3 Compliance
----------
The Company has complied with all its obligations under the Pension
Schemes and has paid all amounts due to the Trustees of the Pension
Schemes ("the Trustees").
10.4 Money purchase basis
--------------------
Benefits from the Pension Schemes are provided on a money-purchase
basis and no member of the Pension Schemes is entitled to or has been
promised a defined amount or level of any benefit (other than lump sum
death benefit).
10.5 Benefits fully insured
----------------------
All benefits under the Pension Schemes payable on death before normal
retirement age are fully insured with a reputable insurance company.
10.6 Claims
------
There are no actions, suits or claims (other than normal claims for
benefits) pending or threatened in relation to the Pension Schemes.
10.7 Discharge of liabilities
------------------------
The following liabilities of the Company disclosed to the Purchaser
(whether contractual or otherwise) have been fully met:-
10.7.1 to pay contributions to Personal Pension Schemes; and
10.7.2 to make direct payments of pension to ex-employees in retirement or
their relatives and dependants.
<PAGE>
10.8.1 Trustees
--------
The Trustees are not treated as carrying on investment business under
the terms of section 191 of the Financial Services Act 1986 ("FSA").
10.8.2 Neither the Trustees nor any individuals employed by them in their
capacity as such Trustees carry on or purport to carry on in the
United Kingdom investment business within the meaning of FSA.
10.9 Documentation
-------------
Copies of all trust instruments, rules and other documents governing
the Scheme (including members' booklets and announcements) and the
latest trustees' report and accounts have been disclosed to the
Purchaser and all such disclosed documentation are true, complete,
accurate and up-to-date and contain no material omission.
Part 11
- -------
OFFICERS AND EMPLOYEES
- ----------------------
11.1 Details
-------
11.1.1 The Disclosure Letter contains an accurate and complete list of all
officers and employees of the Company as at 12 December 1999, showing
all remuneration payable and other benefits provided or which the
Company is bound to provide either now or in the future together with
copies of all contracts of employment with the directors and the
secretary of the Company and with all employees whose remuneration
exceeds (Pounds)25,000 per annum.
11.1.2 The Disclosure Letter contains complete and accurate copies
(incorporating all the terms which currently apply or a memorandum of
such terms) of all service agreements, consultancy agreements and
letters of engagement which have been made with any employee or
consultant of the Company and of specimens of the standard terms of
employment on which any employee of the Company is now employed
together with a note showing which employees are employed under which
type of standard terms.
11.2 Statutory notices
-----------------
All appropriate notices have been properly issued under the Employment
Protection (Consolidation) Act 1978 to all employees (including
directors) of the Company.
<PAGE>
11.3 No other service and consultancy arrangements
---------------------------------------------
There are no service or consultancy agreements or arrangements
outstanding between the Company and any other person apart from those
disclosed in the Disclosure Letter.
11.4 No bonus or commission arrangements
-----------------------------------
The Company is not bound or accustomed to make periodical or other
payments (other than normal fixed salaries and wages) to employees,
ex-employees, officers, consultants or others and no employee, officer
or consultant has remuneration on a profit sharing or commission basis
or by reference to the turnover, profits, sales or assets of the
Company.
11.5 No share option scheme
----------------------
The Company does not have and never has had any share option, share
incentive, profit sharing or any other similar scheme.
11.6 Increases since Balance Sheet Date
----------------------------------
Since the Balance Sheet Date:-
11.6.1 no remuneration or benefit has been paid or given or agreed to be paid
or given to any officer, employee or consultant of the Company who is
now entitled to remuneration at the rate of at least (Pounds)25,000
per annum except at the rates in force on that date;
11.6.2 no general increase in the wages of the employees of the Company or
any section or class of such employees has been made or agreed to be
made (whether legally binding or not) either with the employees or
their representatives nor has any negotiation or demand for such
increase been entered into by or made to the Company; and
11.6.3 the Company has not received or been notified of any wage claim.
11 .7 Termination of employment
-------------------------
11.7.1 All contracts of employment between the Company and its officers or
employees are lawfully determinable by the Company without
compensation by notice (not exceeding the relevant statutory minimum
period of notice).
11.7.2 No director or executive of the Company. who is in receipt of
remuneration in excess of (Pounds)25,000 per annum has given or
received notice terminating his employment, except as expressly
contemplated in this agreement, and no such executive will be entitled
to give such
<PAGE>
notice as a result of the sale of the Shares to the Purchaser.
11.7.3 The Company has no reason to dismiss (nor does it wish to dismiss) any
of its employees who is entitled to remuneration of at least
(Pounds)25,000 per annum.
11.8 Claims by or against employees
------------------------------
11.8.1 The Company is not now, nor is it likely to be and has not since the
Balance Sheet Date been, engaged in any legal proceedings or
arbitration whether as plaintiff or defendant with any trade union or
any person who is or has at any time been a director or an employee of
the Company.
11.8.2 No person who is or was a director or employee of the Company has any
right or made any claim (which has not yet been settled) to any
compensation or other payment by reason of the termination of his
employment (whether such termination constitutes unfair or wrongful
dismissal redundancy or otherwise) or any breach by the Company of his
terms of engagement or employment; so far as the Vendors are aware
there are no circumstances likely to lead to any such claims being
made; and no gratuitous payment has been made or promised by the
Company in connection with the termination or proposed termination of
employment of any past or present director or employee.
11.8.3 No order has been or may be made for the reinstatement or re-
engagement of any employee of the Company.
11.9 Industrial relations
--------------------
There is not and never has been any strike, picket, lock-out, go-slow,
work-to rule or any other form of industrial dispute taken or
threatened against the Company and to the best of knowledge,
information and belief of the Vendors there are no facts or
circumstances which might lead to any such industrial dispute.
11.10 Trade union recognition
-----------------------
No claim has been made by any trade union for recognition or for any
improvement or amendment to the terms or conditions of employment of
any employees of the Company and no claim for recognition has been
referred to the Advisory Conciliation and Arbitration Service or to
the Central Arbitration
<PAGE>
Committee nor is any trade union recognised by the Company in respect
of any class of employees for any purpose whatsoever.
11.11 Working Time Regulations
------------------------
11.1.1 The Company has complied in full with its obligations under the
Working Time Regulations 1998 (the `1998 Regulations") and, in
particular and without limitation, with its record keeping obligations
under Regulations 5(4) and 9 of the 1998 Regulations and the
requirements tinder Regulations 4, 6, 7 and 8 of the 1998 Regulations.
11.1.2 The Disclosure Letter contains complete and accurate copies of:-
11.1.2.1 all relevant agreements entered into pursuant to the 1998 Regulations
(or, if in standard form, a copy of the standard form) and a list of
all workers covered by any such agreement; and
11.1.2.2 a list of all workers whom the Company regards as falling within the
terms of Regulation 20 or 21 of the 1998 Regulations.
Part 12
- -------
INSURANCE
- ---------
12.1 Full cover
----------
The Company is and has been at all material times fully covered by
valid insurance against the normal risks for the type of business
carried on and assets and stock-in-trade owned or used by it
(including adequate insurance for the full reinstatement value of such
business, assets and stock-in-trade and against loss of profit) and
nothing has been done or omitted to be done which could make any
policy of insurance void or voidable.
12.2 Details of insurance cover
--------------------------
The Disclosure Letter contains accurate information in relation to all
policies of insurance maintained by the Company (or which is
maintained by a third party but in which the Company has an interest)
and includes all information which the Purchaser shall reasonably
require in order to assess the liability to pay premiums and the cover
afforded under such policies (including details of current premiums,
excess levels, any unusual terms or conditions contained in such
policies, a history of claims made by the Company at any time under
any
<PAGE>
insurance policies and circumstances which have arisen and may give
rise to a claim under such policies).
12.3 Premiums paid
-------------
All premiums payable in respect of any insurance policy in which the
Company has an interest have been duly paid.
12.4 No outstanding claims
---------------------
There are no claims outstanding by the Company under any insurance
policy nor, so far as the Vendors are aware, are there any
circumstances likely to give rise to any such claim or which would or
might be required under any insurance policy to be notified to the
insurers or which might lead to any liability under such insurance
policies being avoided by the insurers or the premiums being
increased.
12.5 Effect of this agreement
------------------------
No cover afforded by any policy of insurance which is maintained by
the Company or which is maintained by a third party but in which the
Company has an interest will terminate or be terminable at the option
of the insurer or any third party by reason of the implementation of
this agreement.
Part 13
- -------
LITIGATION AND LEGAL PROCEEDINGS
- --------------------------------
13.1 Defaults by the Company
-----------------------
The Company is not and since the Balance Sheet Date has not been:-
13.1.1 in default under any agreement, deed, instrument, arrangement or
covenant to which it is a party or in respect of any other obligations
or restrictions binding upon it;
13.1.2 so far as the Vendors are aware liable in respect of any
representations or warranties (whether express or implied) or other
matters giving rise to a duty of care on the part of the Company; or
13.1.3 in receipt of any notice indicating that the Company is liable to any
fine or penalty as a result of committing or omitting to do any act or
thing which could give rise to such a liability and so far as the
Vendors are aware the Company is not known to be in default; or
<PAGE>
13.1.4 subject to any order or judgement given by any Court or government
agency and has not been party to any undertaking or assurance given to
any Court or governmental agency which is still in force;
13.2 Legal Proceedings
-----------------
The Company is not and has not since the Balance Sheet Date been
engaged and so far as the Vendor is aware there are no circumstances
likely to lead to the Company becoming engaged in any legal
proceedings (civil or criminal) or arbitration as plaintiff defendant
or otherwise howsoever except as plaintiff in normal debt collection
and in respect of which the aggregate amount of debts due to the
Company does not exceed (Pounds)2,000.
13.3 Disputes with Government departments
------------------------------------
There is no dispute with any revenue or other government, local
authority, administrative, official department entity or agency in the
United Kingdom or elsewhere, in relation to the affairs of the Company
and so far as the Vendors are aware there are no facts which may give
rise to any such dispute.
13.4 Personal injury claims
----------------------
There are no claims pending or threatened, or capable of arising
against the Company by an employee or third party in respect of any
accident or injury which are not fully covered by insurance.
13.5 Demands to pay
--------------
No demand has been served upon the Company under section 123 of the
Insolvency Act 1986 and the Company has not received notice (whether
formal or informal) from any lenders of money to the Company requiring
repayment or intimating the enforcement by such lenders of any
security which they may hold over any assets of the Company and so far
as the Vendors are aware there are no circumstances likely to give
rise to any such notice being given.
13.6 Advertising materials
---------------------
13.6.1 So far as the Vendors are aware all advertising and marketing
materials used in connection with the Company's business comply with
all legal requirements (other than the Consumer Credit Act 1974) in
all countries in which these materials are used or proposed to be
used. Such materials are not
<PAGE>
defamatory and there are no grounds under which such materials could
be challenged for any reason whatsoever including, without limitation,
defamation, trade libel or any analogous law
13.6.2 All advertising and marketing materials used in connection with the
Company's business comply with the Consumer Credit Act 1974 and
subordinate legislation and regulations.
Part 14
- -------
ENVIRONMENTAL MATTERS
- ---------------------
14. Pollution
---------
The Company has complied, and has adequate facilities to continue to
comply, with all legislation relating to the disposal of industrial
effluent.
<PAGE>
FIFTH SCHEDULE
- --------------
TAX DEED
- --------
THIS DEED is made on 1999
- ---------
BETWEEN:-
- ---------
(1) The persons whose names and addresses are set out in the schedule
hereto ("Covenantors"); and
-------------
(2) DOLLAR FINANCIAL UK LIMITED a company registered in England under No.
---------------------------
3701758 whose registered office is at c/o Ernst & Young, Rolls House,
7 Rolls Building, Fetter Lane, London EC4A 1NH ("Purchaser").
-----------
1 INTRODUCTION
------------
1.1 By an Agreement ("Agreement") of even date hereof and made between
---------
(1) the Covenantors (2) the Purchaser and (3) Dollar Financial Group
Inc., the Purchaser agreed to purchase the Shares (as defined in the
Agreement).
1.2 Clause 4.2.12 of the Agreement provides that the Covenantors will
deliver today a duly executed deed in this form.
2 DEFINITIONS AND INTERPRETATION
------------------------------
2.1 In this deed expressions defined in the Agreement shall bear the same
meanings unless the context otherwise requires or unless they are
expressly given different meanings.
2.2 In this deed unless the context otherwise requires:-
"Accounts" means the audited consolidated balance sheet as at the
--------
Balance Sheet Date and the audited consolidated profit and loss
account for the period ended on the Balance Sheet Date of CCL and
CCL's Subsidiaries together with the notes and directors' reports and
other documents annexed to them (and for the purposes of
identification only copies of the Accounts have been signed by or on
behalf of the parties to the Agreement and are annexed thereto as
appendix "A");
"Balance Sheet Date" means 31 August 1999;
------------------
"CCL" means Cash Centres Limited (registered number 2736661);
---
<PAGE>
"CCL's Subsidiaries" means Lombard Guildhouse Limited (registered
------------------
number 2261206), Cash Centres Scotland Limited (registered number
2892901) and County Registers Limited (registered number 3500718);
"Claim" means any notice, demand, assessment, letter or other document
-----
issued, or action taken, by or on behalf of the Revenue or any other
governmental or statutory authority, body or official, whether of the
United Kingdom or elsewhere, whereby the Company is or may be placed
under a liability to Taxation;
"Company" means Cash Centres Corporation Limited (registered number
-------
3812121) and the Subsidiaries or any one or more of them;
"Event" includes any act, omission, transaction or circumstance,
-----
including (without limitation) any change in the residence of, or the
death of, any person, the execution of the Agreement and Completion;
"Post Completion Reorganisation" means the first share reorganisation
------------------------------
(if any) of Cash Centres Corporation Limited taking place after
Completion and involving a reorganisation, reclassification or
cancellation of share capital of that company so as to create the same
share capital structure as existed as at 1 December 1999;
"Relief" includes any loss, allowance, exemption, set-off, credit or
------
deduction relevant to the computation of any Taxation or any right to
repayment of Taxation;
"Reorganisation" means the matters, transactions and events referred
--------------
to in paragraphs 1.1.1 and 2.1.1 of the Disclosure Letter and the
documents constituting items 3, 4 and 5 of the Disclosure Letter
Bundle;
"Share Reorganisation" means the matters, transactions and events
--------------------
referred to in paragraph 1.2 of the Disclosure Letter and the
documents constituting item 12 of the Disclosure Letter Bundle;
"Subsidiaries" means CCL, CCL's Subsidiaries, Cash Centres Retail
------------
Limited (registered number 3812125) and Cash Centres International
Limited (registered number 3816243) or any one or more of them;
"Taxation" includes all forms of taxation, duties (including stamp
--------
duty), levies, imposts, charges, withholdings, national insurance and
other
<PAGE>
contributions, rates and PAYE liabilities (including any related or
incidental penalty, fine, interest or surcharge) whenever created or
imposed and whether of the United Kingdom or elsewhere.
2.3 A liability to Taxation which results from the loss, reduction,
modification, nullification or cancellation of any Relief, or for
which the Company would have been liable but for the utilisation or
set-off of any Relief, shall for the purposes of this deed be deemed
to be a liability equal to the amount (as appropriate) of:
2.3.1 Taxation which use of the relevant Relief would have saved (assuming
Taxation to be otherwise payable); or
2.3.2 the repayment of Taxation to which the Company would otherwise have
been entitled.
2.4 The covenants contained in this deed apply where the liability in
question arises as a result of one or more Events or the combined
effect of more than one Event, where one such Event occurred on or
before Completion.
2.5 The covenants contained in this deed shall be construed as separate
and independent and none of them shall be affected or restricted by
any other except to the extent that any payment made by the
Covenantors and received by the Purchaser in respect of one covenant
shall discharge the same liability under the other covenants which
shall arise out of the same subject matter.
3 COVENANTS
---------
3.1 The Covenantors jointly and severally covenant with the Purchaser to
pay to the Purchaser an amount equal to:-
3.1.1 any liability to Taxation of the Company in respect of, by reference
to or in consequence of any income, profits or gains earned, accrued
or received or deemed to have been or treated as or regarded as
earned, accrued or received on or before Completion;
<PAGE>
3.1.2 any liability to Taxation of the Company in respect of, by reference
to or in consequence of any Event which occurred or is deemed to have
occurred on or before Completion;
3.1.3 any liability to Taxation of the Company for which it is not primarily
liable in respect of, by reference to or in consequence of any Event
which occurred or is deemed to have occurred on or before Completion;
3.1.4 any liability to Taxation of the Company which is also a liability to
Taxation of another person and which is payable by the Company by
virtue of the other person failing to discharge such liability to
Taxation and of the Company being at any time prior to Completion a
member of the same group as any other person or otherwise connected
with or related to such other person for Taxation purposes;
3.1.5 any Taxation for which the Company would have become liable pursuant
to clauses 3.1.1 to 3.1.4 (inclusive) but for the utilisation or set
off of some Relief;
3.1.6 the loss, reduction, modification, nullification or cancellation of
some Relief occurring on or before Completion where such Relief would
otherwise be available to the Company (disregarding for this purpose
any other Relief);
3.1.7 any Taxation arising in respect of or in connection with any amounts
paid or payable pursuant to or otherwise in connection with this deed;
and
3.1.8 all costs and expenses reasonably incurred by the Purchaser in
enforcing the provisions of this deed.
3.2.1 All sums payable by the Covenantors under the covenants contained in
this deed shall be paid free and clear of all deductions or
withholdings or rights of counterclaim or set-off unless the deduction
or withholding is required by law.
3.2.2 If the Covenantors are required by law to make any deduction or
withholding from any payment under this deed, the sum due from the
Covenantors in respect of such payment shall be increased to the
extent necessary to ensure that after the making of such deduction or
withholding the Purchaser receives and retains a net sum equal to the
sum it would have received had no deduction or withholding been
required to be made provided that if the Purchaser subsequently
obtains a credit against a liability to Taxation in respect of which
the Covenantors are not liable to make a payment under this deed and
which would not have arisen but for such deduction or withholding, the
Purchaser shall repay to the Covenantors an amount equal to the lesser
of
<PAGE>
the credit received and the increased payment by the Covenantors under
this clause.
4 FURTHER COVENANTS
-----------------
The Covenantors jointly and severally covenant with the Purchaser to
pay to the Purchaser an amount equal to:-
4.1 any liability to Taxation of the Company or the Purchaser arising in
respect of, by reference to or in consequence of the Reorganisation,
the Share Reorganisation and the Post Completion Share Reorganisation
or any one or more of them; and
4.2 any liability to Taxation (which for the purpose of this clause only
shall mean PAYE and primary and secondary National Insurance
Contributions (or any one or more of them) including any related fine,
penalty or interest) of the Company or the Purchaser arising as a
result of or by reference to a failure by the Company on or before
Completion to deduct, withhold or account for Taxation.
5 EXCLUSIONS
----------
5.1 The covenants in clause 3.1 shall not apply to any liability to
Taxation to the extent that:-
5.1.1 it arises as a consequence of any transaction in the ordinary course
of business of the Company in the period from the Balance Sheet Date
to Completion;
5.1.2 it arises as a consequence of a change in the law or a change or
withdrawal of any previously published practice or concession of any
Taxation authority of general application in any such case after the
date hereof;
5.1.3 it arises as the result of any provision or reserve made in respect
thereof in the Accounts being insufficient by reason of any increase
in rates of Taxation made after the date hereof;
5.1.4 it would not have arisen but for a voluntary act, omission or
transaction of the Purchaser or of the Company effected after
Completion otherwise than in the ordinary course of business (unless
pursuant to an obligation incurred prior to the date of this deed, or
taking place at the request of any of the Covenantors) and which the
Purchaser or the Company was, or ought reasonably to have been, aware
could give rise to a liability to Taxation;
<PAGE>
5.1.5 a provision or reserve in respect thereof is made in the Accounts;
5.1.6 it results from or is increased or extended by the change of the
accounting reference date of the Company after Completion or by any
change in the accounting policies of the Company after Completion
other than to comply with generally accepted accounting principles.
5.2 For the purposes of clause 5.1.1 (and without prejudice to the
generality thereof) none of the following shall be regarded as arising
or being in the ordinary course of business of the Company:
5.2.1 a liability arising under part XVII Taxes Act;
5.2.2 a distribution within the meaning of section 209 Taxes Act;
5.2.3 an acquisition, disposal or supply or deemed acquisition disposal or
supply of assets, goods, services or business facilities of any kind
(including a loan of money or a letting, hiring or licensing of
tangible or intangible property) for a consideration which is treated
for Taxation purposes as different from the actual consideration paid
or received;
5.2.4 an event which results in the Company being liable for Taxation for
which it is not primarily liable;
5.2.5 a liability arising as a result of a failure by the Company to deduct,
withhold or account for Taxation;
5.2.6 a liability arising as a result of the Company ceasing for Taxation
purposes to be a member of any group or associated with any other
company.
5.3 The provisions of clauses 7.1, 7.2.1, 7.3.1, 7.3.2, 7.5, 7.6, 7.7 and
7.9 of the Agreement shall apply hereto as if set out in full in
clause 5.1 above, but having made any necessary changes to give effect
to this provision.
6 WAIVER
------
No delay or omission of the Purchaser in exercising any rights under
this deed shall prejudice such rights or be construed as a waiver or
partial waiver of such rights, nor shall it exclude the further
exercise of such rights.
7 PAYMENT
-------
7.1 The Covenantors shall pay any amounts due under this deed in sterling
in cleared funds:
<PAGE>
7.1.1 not less than five business days prior to the date on which the
Taxation in question is payable to the authority or official or person
demanding it; or
7.1.2 where a liability to Taxation relates to the loss, nullification or
cancellation of a right to a repayment of Taxation, not less than five
business days prior to the date when the Company would have been
entitled to receive a repayment of Taxation were it not for its loss,
nullification or cancellation; or
7.1.3 where a liability to Taxation would have arisen but for the use of any
Relief, not less than five business days prior to the date when the
Taxation which would otherwise have been saved becomes due and payable
to the authority or official demanding it; or
7.1.4 where a liability to Taxation arises which would not have arisen but
for the loss, cancellation or nullification of a Relief, not less than
five business days prior to the date on which such Taxation is due and
payable to the authority or official or person demanding it; or
7.1.5 in respect of any other amounts due under this deed, within five
business days after the Purchaser shall make a demand for such
amounts.
7.2 Any sums not paid by the Covenantors on the due date for payment as
specified in this clause shall bear interest (which shall accrue from
day to day after as well as before any judgment for the same) at the
annual rate of 4 percentage points above the base rate of Barclays
Bank plc from time to time from the due date up to and including the
day of actual payment of such sums, such interest to be compounded
quarterly and paid by the Covenantors on demand by the Purchaser.
8 CONDUCT OF CLAIMS
-----------------
8.1 The Purchaser shall or shall procure that the Company shall give
notice to the Covenantors as soon as reasonably practicable (and in
any event in the case of an assessment or demand which is subject to a
time limit for appeal by the later of 10 business days after receipt
of such assessment or demand or 15 business days before the expiry of
such time limit) after it shall become aware of any Claim in respect
of which a claim may be made pursuant to this deed giving any
reasonable details of the Claim of which the Purchaser is then aware.
<PAGE>
8.2 The Purchaser shall and shall procure that the Company shall take such
action and provide such relevant information and documentation as the
Covenantors may reasonably request to avoid, dispute, resist, appeal,
compromise or defend any Claim and any adjudication in respect thereof
("dispute") subject to the Purchaser and the Company being indemnified
-------
and secured to the Purchaser's reasonable satisfaction by the
Covenantors against all losses, costs, expenses, damages, interest,
penalties and surcharges thereby incurred.
8.3 Subject to the provisions of this clause 8, any dispute relating to a
liability to Taxation shall be conducted by the Covenantors but:
8.3.1 the Covenantors shall keep the Purchaser fully informed of all
relevant matters and shall promptly forward or procure to be forwarded
to the Purchaser copies of all relevant correspondence and other
relevant information and documentation;
8.3.2 all communications written or otherwise relating to the dispute which
are to be transmitted to a Taxation authority shall first be submitted
to the Purchaser for approval and shall only be finally transmitted if
such approval is given (such approval not to be unreasonably withheld
or delayed);
8.3.3 the appointment of solicitors or other professional advisers shall be
subject to the prior written approval of the Purchaser (such approval
not to be unreasonably withheld or delayed);
8.3.4 the Covenantors shall make no settlement or compromise of the dispute
nor agree any matter in the conduct of such dispute which is likely to
increase the amount thereof or adversely affect the future liability
of the Purchaser or the Company to Taxation without the prior approval
of the Purchaser.
8.4 The Purchaser or the Company may without reference to any of the
Covenantors admit, settle, discharge, compromise or otherwise deal
with any outstanding or future Claim (without prejudice to their
rights under this deed) if:
8.4.1 the Covenantors serve a notice on the Company or the Purchaser to the
effect that in relation to any such dispute the Covenantors do not
wish to take up or continue the conduct thereof;
<PAGE>
8.4.2 a period of 10 business days has expired following the service of
notice by the Purchaser or, as the case may be, the Company on the
Covenantors pursuant to clause 8.1 where either the Covenantors have
not made a request to the Purchaser in accordance with clause 8.2 or
the Covenantors have made such a request but have failed to provide a
duly executed indemnity and security in the manner reasonably
stipulated by the Purchaser within the said period;
8.4.3 a period of 10 business days has expired following the service of
notice (other than a notice under clause 8.1) by the Purchaser or the
Company on the Covenantors to the effect that the Covenantors are not
properly and effectively conducting the dispute, if by the expiry of
that period the Covenantors have not taken steps properly and
effectively so to conduct the dispute; or
8.4.4 in the reasonable opinion of the Purchaser, the Covenantors or the
Company have committed any acts or omissions prior to Completion which
constitute fraud, wilful default or fraudulent conduct.
8.5 The Covenantors shall be bound to accept for the purposes of the
covenants contained in this deed any admission, settlement, discharge
or compromise of any Claim and the outcome of any proceedings relating
thereto made or arrived at in accordance with the procedures set out
in clause 8.4.
8.6 If the Covenantors do not exercise their right to request the
Purchaser to take action pursuant to clause 8.2, they shall supply the
Company and the Purchaser free of charge with all relevant
information, books, papers and other documents in the possession or
under the control of all or any of them and shall give or procure the
giving (as appropriate) of such statements and other reasonable co-
operation by the Covenantors as the Company or the Purchaser may
reasonably request or require for the purpose of resisting any Claim.
9. RECOVERY
---------
9.1 If the Company or the Purchaser recovers from any third party
(including but not limited to any competent authority for Taxation
purposes) any sum in respect of a liability to Taxation for which a
claim could or has been made against the Covenantors pursuant to this
deed, the amount so recovered, together with any interest or repayment
supplement thereon paid by such third party less any Taxation
chargeable on the Company or the Purchaser in respect
<PAGE>
of such sum or interest and less the costs incurred by the Company or
the Purchaser in effecting such recovery shall:
9.1.1 if the Covenantors have at the time of recovery made payment pursuant
to this deed in respect of that liability to Taxation, be paid by the
Purchaser within 5 business days of receipt thereof to the Covenantors
provided that the amount so paid shall not exceed the amount paid by
the Covenantors;
9.1.2 if a claim has been made by the Purchaser pursuant to this deed in
respect of that liability to Taxation but the Covenantors have not at
the time of recovery made payment in respect thereof, be set against
and reduce (to the extent of the sum recovered) the claim against the
Covenantors in respect of such liability to Taxation; and
9.1.3 if no claim has been made by the Purchaser in respect of that
liability to Taxation at the time of recovery, be set against and
reduce (to the extent of the sum recovered) any claim that
subsequently may be made against the Covenantors in respect of such
liability to Taxation.
9.2 If the Company becomes aware that it is entitled to make a recovery in
accordance with clause 9.1 in circumstances where the Purchaser has
made a claim under this deed which the Covenantors have paid to the
Purchaser in full, the Purchaser shall, or shall procure that the
Company shall, subject in either case to being indemnified and secured
to its reasonable satisfaction against all costs and expenses which it
may incur, take such steps as the Covenantors may reasonably request
to recover such sum and shall keep the Covenantors reasonably informed
of the progress of such attempted recovery. Any sum so recovered by
the Company or the Purchaser less the costs of recovery and any
Taxation thereon shall be dealt with in accordance with clause 9.1
above.
10 RELIEFS AND CORRESPONDING SAVINGS
---------------------------------
10.1 Where an amount of Taxation paid by the Company in respect of which
the Covenantors have made payment to the Purchaser pursuant to this
deed has resulted in a Relief which would not otherwise have arisen
("Relevant Relief"), the Purchaser shall repay to the Covenantors an
amount equal to the
<PAGE>
lesser of the reduction in the Company's liability to Taxation as a
result of the utilisation of the Relevant Relief and the payment made
by the Covenantors.
10.2 Any repayment required to be made under clause 10.1 shall be made on
the date on which the Company's liability to make a payment of
Taxation is reduced as a result of utilisation of the Relevant Relief.
11 REDUCTION OF PURCHASE PRICE
---------------------------
Any amounts payable pursuant to this deed shall be deemed to
constitute a reduction in the Consideration.
12. ASSIGNMENT
----------
The provisions of clauses 11.4.1 and 11.4.2 of the Agreement shall
apply equally to this deed.
13. COVENANTORS' REPRESENTATIVES
----------------------------
The provisions of clauses 13.4, 13.4.1, 13.4.2 and 13.4.3 of the
Agreement shall apply equally to this deed, but substituting
references to "Vendors" by "Covenantors" and "Vendor" by
"Covenantor".
14. NOTICES
-------
The provisions of clause 14 of the Agreement shall apply equally to
this deed.
15. LAW
---
The provisions of clause 15 of the Agreement shall apply equally to
this deed.
<PAGE>
SCHEDULE
--------
("the Covenantors")
-------------------
Edward Ford William J. Bowman
Flat 44 Lake House
Waterloo Warehouse 46 Compton Avenue
Waterloo Dock Poole
Liverpool L3 0BG Dorset BH14 8PY
Barbara Ford Linda White
Flat 44 The Gables
Waterloo Warehouse Llanfynydd
Waterloo Dock Flintshire
Liverpool L3 0BG LL11 5HG
Robert/Ann Massey Jocelyne Tang
51 Wedgwood Drive Treetops
Poole The Close
Dorset Sway
Lymington
Hants
SO41 6ED
Edward Ford and Michael Tang
Barbara Ford (as Treetops
trustees of Edward The Close
Ford's Interest in Sway
Possession Trust) Lymington
Hants
SO41 6ED
Renold Tang Anita Tang
Treetops 175E Delaware Place
The Close Apt 7901
Sway Chicago L 60611
Lymington USA
Hants
SO41 6ED
<PAGE>
Kam Cheung Chan Sam Chan
3 Bird Mews Flat D
Milton Road 1st Floor
Wokingham Ho On Mansion
Berks 109 Austin Road
Tsimshatsui
Hong Kong
Tai Tai Chueng Stephen Fenerty
815 Christchurch Road 35 Waltersgreen Crescent
Boscombe Golborne
Bournemouth
Dorset
Colin Campbell Richard Perry
11 Warren Drive 27 Westfield
Deganwy Sawtry
Conwy Huntingdon
Conwy County Cambs PE17 5TX
LL31 9ST
Thavarajasingham Andrew Marsden
Sangiveeraj Flat 5
Lake House 80 Norwich Avenue West
46 Compton Avenue Bournemouth
Poole BH3 6BA
Dorset BH14 8PY
Natalia Perry Martin Fenerty
27 Westfield 35 Waltersgreen Crescent
Sawtry Golborne
Huntingdon
Cambs PE17 5TX
Eirlys Campbell
11 Warren Drive
Deganwy
Conmy
Conwy County, LL31 9ST
<PAGE>
SIGNED AS A DEED by )
EDWARD FORD )
in the presence of:- )
SIGNED AS A DEED by )
BARBARA FORD )
in the presence of:- )
EXECUTED AS A DEED by )
BARBARA AND EDWARD FORD as trustees )
of the EDWARD FORD )
INTEREST IN POSSESSION )
TRUST dated 10 December 1999 )
in the presence of:- )
SIGNED AS A DEED by )
WILLIAM J BOWMAN )
in the presence of:- )
SIGNED AS A DEED by )
LINDA WHITE )
in the presence of:- )
SIGNED AS A DEED by )
ROBERT MASSEY )
in the presence of:- )
<PAGE>
SIGNED AS A DEED by )
ANN MASSEY )
in the presence of:- )
SIGNED AS A DEED by )
RENOLD TANG )
in the presence of:- )
SIGNED AS A DEED by )
JOCELYNE TANG )
in the presence of:- )
SIGNED AS A DEED by )
MICHAEL TANG )
in the presence of:- )
SIGNED AS A DEED by )
KAM CHEUNG CHAN )
in the presence of:- )
SIGNED AS A DEED by )
SAM CHAN )
in the presence of:- )
<PAGE>
SIGNED AS A DEED by )
TAI TAI CHUENG )
in the presence of:- )
SIGNED AS A DEED by )
ANITA TANG )
in the presence of:- )
SIGNED AS A DEED by )
STEPHEN FENERTY )
in the presence of:- )
SIGNED AS A DEED by )
COLIN CAMBELL )
in the presence of:- )
SIGNED AS A DEED by )
RICHARD PERRY )
in the presence of:- )
SIGNED AS A DEED by )
MARTIN FENERTY )
In the presence of:- )
<PAGE>
SIGNED AS A DEED by )
NATALIA PERRY )
In the presence of:- )
SIGNED AS A DEED by )
ANDREW MARSDEN )
In the presence of:- )
SIGNED AS A DEED by )
EIRLYS CAMPBELL )
In the presence of:- )
SIGNED AS A DEED by )
THAVARAJASINGHAM SANGIVEERAJ )
In the presence of:- )
EXECUTED AS A DEED by )
DOLLAR FINANCIAL UK LTD )
acting by )
Director:
Director/Secretary:
<PAGE>
SIXTH SCHEDULE
- --------------
EARN OUT
- --------
1. Definitions
-----------
For the purposes of this schedule, unless the context otherwise
requires:
"Business" shall mean
--------
(i) the Group's business of First Party Cheque Cashing, Third Party
Cheque Cashing, retail of gold, jewellery and antiques and other
second hand goods, loan brokerage and any other business or trading
activity carried on by any Group Member during the period of five
years ending with the date of this agreement, Money Transfers and pawn
broking as carried on during the Earn Out Period; and
(ii) the Group's business of franchising First Party Cheque Cashing,
Third Party Cheque Cashing. retail of gold, jewellery and antiques and
other second hand goods, loan brokerage and any other business or
trading activity carried on by any Group Member during the period of
five years ending with the date of this agreement, Money Transfers and
pawn broking as carried on during the Earn Out Period; and
together with any other activities which shall constitute an Accepted
Relevant Alteration pursuant to paragraph 7 below;
"Earn Out Period" means the period of 12 calendar months from
---------------
Completion;
"Independent Accountants" means such firm of Chartered Accountants as
-----------------------
the Vendors and the Purchaser may appoint to act as the "Independent
Accountants" in accordance with this schedule or, (if the parties fail
to so agree within 14 days after either party shall have nominated a
particular firm in accordance with paragraph 3), such firm as may be
appointed (at the request of either party) by the President for the
time being of the Institute of Chartered Accountants in England and
Wales;
"Initial Payment" means the amount of (Pounds)5,175,520 to be paid on
---------------
Completion to the Vendors' Solicitors, pursuant to clause 4.5.1.
<PAGE>
"New Franchisee" means any Company, individual, partnership or
--------------
otherwise (other than a Franchisee) who enters into a franchise
agreement with the Group;
"Purchaser's Group" means the Purchaser and any undertaking which
-----------------
shall be its parent undertaking and any undertaking which shall be a
subsidiary undertaking of the Purchaser or any such parent undertaking
for the time being and any of them other than the Company;
"Relevant Accounts" means the profit and loss accounts for the period
-----------------
of twelve months ending on the anniversary of the date of this
agreement of the Group in relation to the Business as carried on from
the Properties (which shall for the purposes of this paragraph
specifically include not only the Properties but also any commissions
received from the Relevant Properties during the Earn Out Period, and
all commissions received by the Group from the Franchise Properties
during the Earn Out Period) which shall be prepared by the Purchaser
pursuant to paragraph 3 of this schedule and shall be determined in
accordance with the bases that appear, and in the order shown, below:
(a) the specific items set out in paragraph 2 below:
(b) to the extent not covered by (a) above, the accounting policies,
principles, practices, evaluation rules and procedures, methods
and bases adopted by the Company in preparation of the Accounts;
and
to the extent not covered by (a) and/or (b) above, in accordance with
UK generally accepted accounting practice ("GAAP") as at the Relevant
----
Accounts date;
"Relevant Profits" shall mean and be computed in accordance with
----------------
paragraph 2 of this schedule and calculated by reference to the
Relevant Accounts;
"Relevant Statement" means the statement showing the adjustments, if
------------------
any, which are required to be made to the Relevant Accounts in order
to arrive at the Relevant Profits together with a statement of an
amount of the Second Instalment (if any) to be issued pursuant to
paragraph 3 of this schedule;
"the Reporting Accountants" means Ernst & Young of 14 King Street,
-------------------------
Leeds LS1 2JN acting on behalf of the Purchaser:
<PAGE>
"Reviewing Accountants" means KPMG of St. James Square, Manchester,
---------------------
M2 6DS acting on behalf of the Vendors;
"Second Instalment" means an amount calculated in accordance with the
-----------------
following formula: if the Relevant Profits shall be less than
(Pounds)1,013,731 the Second Instalment shall be nil;
if the Relevant Profits shall be (Pounds)1,145,516 or more then the
Second Instalment shall be (Pounds)1,300,000;
if the Relevant Profits shall be at least (Pounds)1,013,731 but less
than (Pounds)1,145,516 then the Second Instalment shall be calculated
by the formula :
(Relevant Profits - (Pounds)1,013,731) x (Pounds)1,700,000
------------------------------------
(Pounds)131,785
2. Relevant Profits
----------------
For the purposes of this schedule "Relevant Profits" shall mean the
----------------
net profit before Taxation on the ordinary activities of the Business
of the Company from the Properties and any commissions received from
the Franchise Properties and the Relevant Properties as shown in the
Relevant Accounts (after making any adjustments considered by
Reporting Accountants to be properly and reasonably necessary so that
the Relevant Accounts comply with the provisions of this schedule);
but
2.1 after charging or providing for all losses, costs, charges and
expenses borne or incurred by the Group in relation to the Business
and properly chargeable against revenue in the period to which the
Relevant Accounts relate (save as provided for in paragraph 2.3)
including (without prejudice to the generality of the foregoing):
2.1.1 directors' fees and remuneration including commissions and bonuses and
all contributions to pension schemes;
2.1.2 all other reasonable expenses of management including staff costs
(including contributions to pension schemes) and operating. financial
and administrative expenses;
2.1.3 bad and doubtful debts;
2.1.4 expenditure in connection with leasing or hiring commitments incurred
directly for the purposes of the Group's Business;
<PAGE>
2.1.5 all rental and other costs in relation to the occupation by the Group
of the Properties from time to time occupied by them for the purpose
of carrying on their Business;
2.1.6 any interest at a normal commercial rate payable by the Group to the
Purchaser's Group in respect of monies loaned to the Company by the
Purchaser's Group to open or operate new properties which the Group
shall acquire after Completion;
2.2 after making appropriate adjustments in respect of any prior year
items which ought (in accordance with the accounting policies
previously adopted by the Group) to be dealt with in the profit and
loss account of the period in which they are recognised (rather than
being adjusted against the opening balance of retained profits or
reserves); and
2.3 before crediting to, charging against, including or making provision
in those accounts for any of the following:-
2.3.1 any items of an extraordinary, exceptional or non-recurring nature;
2.3.2 any profits or losses of a capital nature;
2.3.3 any interest payable or receivable by the Group other than provided
for in paragraph 2.1.4 and 2.1.6 above;
2.3.4 corporation tax and any other form of Taxation levied upon or measured
by profits or gains;
2.3.5 depreciation and amortisation;
2.3.6 any appropriation to or from reserves of a capital or revenue nature;
2.3.7 any dividends paid or proposed to be paid by the Group; and
2.4 after crediting (Pounds)50,000 to the Relevant Profits to reflect the
additional costs to be incurred by Group in respect of introducing the
new Regulated Agreements.
3. Preparation and agreement of Relevant Accounts
----------------------------------------------
3.1 The Purchaser shall procure that draft Relevant Accounts shall be
prepared with all reasonable speed following the end of the Earn Out
Period with a view to the Reporting Accountants reporting that in
their opinion the Relevant Accounts have been prepared in accordance
with this schedule and not later than 10 weeks after the end of the
Earn Out Period.
<PAGE>
3.2 Forthwith after the draft of the Relevant Accounts becomes available
the Purchaser shall instruct the Reporting Accountants to prepare
their report (if necessary after making any changes to the draft of
the Relevant Accounts which the Reporting Accountants shall properly
consider to be necessary so that the Relevant Accounts comply with
this schedule) together with a draft of the Relevant Statement.
3.3 The Reporting Accountants shall have access to all the Group's books,
documents and records, directors and staff which/whom it shall be
reasonably necessary for them to investigate or interview in relation
to their report on the Relevant Accounts and the preparation of the
Relevant Statement.
3.4 As soon as they shall have completed their report and not later than
10 weeks after the end of the Earn Out Period, the Reporting
Accountants shall submit the draft of the Relevant Accounts
(incorporating any amendments which the Reporting Accountants shall
consider to be necessary so that they comply with this schedule) with
a draft of the Relevant Statement to the Vendors, the Purchaser and
the Reviewing Accountants.
3.5 The Reviewing Accountants shall notify the Reporting Accountants in
writing whether or not they agree that the draft Relevant Accounts and
the draft of the Relevant Statement as submitted to them have been
prepared in accordance with this schedule within 15 business days
after they shall have received them; and if they do not agree the
Reviewing Accountants shall give particulars and explanations of the
adjustments which they consider should be made. For these purposes, if
no such notification and (where appropriate) particulars and
explanations) shall be given by the Reviewing Accountants within such
period they shall be deemed to have agreed that the draft Relevant
Accounts and the draft of the Relevant Statement have been prepared in
accordance with the relevant provisions of this schedule.
3.6 If (within 20 business days after the Reviewing Accountants shall have
notified the Reporting Accountants in accordance with paragraph 3.5)
the Reporting Accountants and the Reviewing Accountants shall be
unable to agree what adjustments (if any) should be made so that the
draft Relevant Accounts and the draft Relevant Statement are prepared
in accordance with
<PAGE>
this schedule then the matters outstanding or in dispute shall, on the
----
application of either the Vendors or the Purchaser, immediately be
referred to the Independent Accountants who shall be instructed to
report whether or not the draft Relevant Accounts and/or the draft of
the Relevant Statement do comply with this schedule and if not to make
such adjustments thereto as they shall consider necessary to ensure
that they do.
3.7 The Vendors and Purchaser will procure (so far as they are each able
to do so) that the Group and the Reporting Accountants will make
available to the Reviewing Accountants and (if appointed) the
Independent Accountants such of the Group's books, documents, records,
directors and staff together with access to such premises and the use
of facilities as may be reasonably required in relation to the tasks
which this agreement contemplates they will carry out.
3.8 The Independent Accountants, if appointed, shall act as experts and
not as arbitrators and their decisions on the matters which shall be
referred to them shall be final and binding on the parties (save in
the case of manifest error).
3.9 The costs of the Independent Accountants in connection with the
matters which shall be referred to them shall be borne as the
Independent Accountants shall direct and the parties to this agreement
agree to instruct the Independent Accountants to make such direction.
3.10 The Relevant Accounts and the Relevant Statement shall be re-issued to
the Vendors' Representatives and the Purchaser by the Reporting
Accountants within 5 business days after and in the form (the "Final
-----
Form") in which the Relevant Accounts and the Relevant Statement shall
-----
have been agreed between the Reporting and Reviewing Accountants or
determined by the Independent Accountants in accordance with the
provisions of this schedule.
3.11 The issue of the Relevant Accounts and the Relevant Statement in the
Final Form pursuant to paragraph 3.10 of this schedule shall be final
and binding on the parties hereto (save in the event of manifest
error).
4. Payment of the Consideration
----------------------------
4.1 The Consideration shall be paid as follows:-
4.1.1 the Initial Payment shall be paid at Completion in accordance with
clause 4.5.1; and
<PAGE>
4.1.2 the Second Instalment (if any) shall be satisfied within 5 business
days after Relevant Statement shall have been issued to the Vendors
and the Purchaser in Final Form by the issue by the Purchaser of Loan
Notes to the Vendors in proportion to their holding of "B" ordinary
shares of 0.01p each in the capital of the Company as at the date of
this agreement; and the Loan Notes shall be delivered to the Vendor's
Solicitors for them to deliver to the Vendors entitled to them.
5. Provisions which apply during Earn Out Period
---------------------------------------------
5. 1 The Purchaser shall subject at all times to the provisions of
paragraph 6 of this Schedule be entitled to require the Company and
the Subsidiaries during the Earn Out Period to:
5. 1.1 comply with the reasonable budgeting, forecasting and reporting
procedures and requirements of the Purchaser and comply with and
participate in the Purchaser's Group's banking and treasury
arrangements from time to time in force;
5.1.2 comply with all such regulations and requirements which are necessary
having regard to the fact that the Company is a member of a group of
companies securities in which the ultimate holding company are listed,
dealt in or traded on a recognised stock exchange; and
5.1.3 fully consult with the Purchaser in respect of all matters concerning
strategic development and not make any acquisition of any business or
company or enter into any joint venture or partnership with any third
party without the consent of the Purchaser.
5.2 The Vendors shall not be entitled to require during the Earn Out
Period that the Company and its Subsidiaries shall:-
5.2.1 change the nature, scope or manner of conducting any of its businesses
from those carried on by the Group at the date of this agreement or
subsequently approved by the Purchaser;
5.2.2 pay any salary or other remuneration to directors of the Group or
other senior executives in excess of that provided for in their
respective service agreements or otherwise amend the service
agreements of any such persons or pay any bonus to employees of the
Group save where otherwise agreed in budgets
<PAGE>
already approved by the Purchaser or engage or dismiss any such
persons without the approval of the Purchaser;
5.2.3 commence or threaten any material litigation or arbitration
proceedings;
5.2.4 enter into any material contract or arrangement outside the ordinary
course of business or of a long term nature or enter into any
guarantee or indemnity for the obligations of any third party; and
5.2.5 make any acquisition or disposal, (including the leasing, mortgaging,
charging or pledging of any assets of the Group) except where provided
for in budgets already approved by the Purchaser.
5.3 The Purchaser shall be entitled to use its powers in relation to any
shares in the Company which it owns or controls to procure in so far
as it is able the obligations under paragraph 5.1 and 5.2 are complied
with.
6. Restrictions during the earn-out period
---------------------------------------
The Purchaser undertakes with the Vendors to procure that each member
of the Purchaser's Group (including where the context so admits the
Group) shall, during the Earn Out Period:-
6.1 not intentionally take or omit to take any action which is designed
solely to affect adversely any payments to the Vendors in accordance
with this schedule, provided that at all times the Purchaser shall be
entitled to ensure that the Group shall be managed in what it shall
consider to be a proper manner;
6.2 not petition for a members' voluntary winding up any member of the
Group or permit or procure the passing of a resolution to wind up any
member of the Group unless the Purchaser shall be of the proper and
reasonable view that that member shall be insolvent, or the winding
tip is part of a bona fide reorganisation. amalgamation or
reconstruction.
6.3 not to sell all or any material part of its business or undertaking or
to reduce materially the scale of its business or materially alter its
manner of operation, save as required by law or in the event any
member of the Purchaser's Group has material financial difficulties;
<PAGE>
6.4 not procure any change in the registered name or trading name or names
or corporate identity of the Company or any of the Subsidiaries (save
as required by law);
6.5 not restrict (whether by the payment of excessive dividends or
otherwise) the financial resources which would have been obtainable by
the Company and/or the Subsidiaries to carry on and develop their
business including without limitation sufficient financial resources
to meet appropriate capital expenditure requirements for the
continuance and development of the business of the Company and the
Subsidiaries.
7. Relevant Alteration
-------------------
7.1 If either the Purchaser or the Vendors' Representatives shall propose
any Relevant Alteration then:-
7.1.1 if the Relevant Alteration shall have been proposed by the Purchaser,
one of the Vendors' Representatives shall inform the Purchaser within
21 business days after being notified by the Purchaser of the Relevant
Alteration whether or not it is Accepted (and if he shall fail to give
notice within that period that it is Accepted it shall be deemed to be
Rejected);
7.1.2 if the Relevant Alteration shall have been proposed by the Vendors'
Representatives, the Purchaser shall inform the Vendors'
Representatives within 21 business days after being notified by the
Executives of the proposal to make the Relevant Alteration whether or
not it is Accepted (and if the Purchaser shall fail to give notice
within that period that it is Accepted, it shall be deemed to be
Rejected);
7.1.3 if the Relevant Alteration is Accepted, then any costs or expenses
incurred by the Group in its implementation and any profits which the
Group shall earn from the Relevant Alteration during the Earn Out
Period will be included in the calculation of the Relevant Profits;
and
7.1.4 if the Relevant Alteration is Rejected, then any costs or expenses
incurred by the Group in its implementation and any profits which the
Group shall earn from the Relevant Alteration during the Earn Out
Period will not be included in the calculation of the Relevant
Profits.
<PAGE>
7.2 The Purchaser (but not the Vendors) shall be entitled to require the
Group to make a Relevant Alteration even if it shall be Rejected by
the Vendors Representatives (but in those circumstances the provisions
of paragraph 7.1.4 shall apply).
7.3 For the purposes of paragraph 7.:-
"Accepted" means that the provisions of paragraph 7.1.3 shall apply
--------
to the Relevant Alteration;
"Rejected" means that the provisions of paragraph 7.1.4 shall apply
--------
to the Relevant Alteration;
"Relevant Alteration" means:-
-------------------
(a) any alteration to the way in which the Business shall be carried
on which might reasonably be regarded as likely to have a material
effect (positive or negative) on its profitability other than the
introduction of Regulated Agreements or any (other) alteration which
shall be required to be made in order to comply with the law or the
rights of a third party;
(b) the opening by the Group or a New Franchisee of any new shop
(i.e. a shop other than the Properties or the Franchisee Properties)
carrying on the Business; and/or
(c) the introduction of a new business to the Properties, the
Franchisee Properties or such new premises opened pursuant to
paragraph (b) above.
8. Termination of Employment
-------------------------
If the Company shall terminate Edward Ford's or Renold Tang's
employment with the Company prior to the end of the Earn Out Period
(other than for a matter or conduct which renders him liable to
summary dismissal, comprising, for the avoidance of doubt, only those
matters specified in clause 17 of Edward Ford's or Renold Tang's
service agreements) the Purchaser shall be liable to pay the maximum
amount of the Second Instalment (but not in any event exceeding an
aggregate of (Pounds)1,700,000),
9. Change in Current Practices for First Party Cheques
---------------------------------------------------
9.1 Purchaser and the Executives shall co-operate to ensure that within 60
days from Completion the Company shall:
<PAGE>
9.1.1 change its current practices at the Properties for cashing Customer
Cheques, to ensure that it treats the encashment of Customer Cheques
as a loan and enters into Regulated Agreements with its such customers
in accordance with the Consumer Credit Act 1974;
9.1.2 cease to write the details of a customer's cheque guarantee card on
the back of Customer Cheques.
9.2 The Purchaser and the Executives shall co-operate and use their
reasonable endeavours to procure that within 120 days from Completion:
9.2.1 that the Franchisees change their current practices for cashing
Customer Cheques so as to ensure that the Franchisees treat the
encashment of Customer Cheques as a loan and the Franchisees enter
into Regulated Agreements with their customers in accordance with the
Consumer Credit Act 1974; and
9.2.2 cease to write the details of a customer's cheque guarantee card on
the back of Customer Cheques.
10. Applicability of Warranties and Tax Deed
----------------------------------------
10.1 The approval of any Relevant Accounts or Statement by or on behalf of
the Purchaser (and all matters and things consequent to such approval)
shall not operate or be deemed to operate as a waiver of any of the
Purchaser's rights powers or privileges or of any of the other terms
and conditions of this agreement.
10.2 If it shall be found before the payment of the balance of the
Consideration that any matter which is the subject of a Warranty is
not as so warranted or represented or any claim under the Tax Deed is
threatened or pending then the Purchaser shall be entitled to withhold
out of such balance the amount reasonably estimated by the Purchaser
that would be payable by the Vendors pursuant to the agreement as a
result.
<PAGE>
SEVENTH SCHEDULE
- ----------------
Part 1
FRANCHISEES AND FRANCHISE PROPERTIES
<PAGE>
SIGNED AS A DEED by
/s/ Edward Ford
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Barbara Ford
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ William Bowman
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Thavarajasingham Sangiveeraj
in the presence of:-
witness:
signature:
<PAGE>
address:
Occupation:
SIGNED AS A DEED by
/s/ Andrew Marsden
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Linda White
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Robert/Ann Massey
in the presence of:-
witness:
signature:
address:
Occupation:
<PAGE>
SIGNED AS A DEED by
/s/ Michael Tang
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Jocelyne Tang
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Renold Tang
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Kam Cheung Chan
in the presence of:-
witness:
signature:
<PAGE>
address:
Occupation:
SIGNED AS A DEED by
/s/ Tai Tai Cheung
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Sam Chan
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Richard Perry
in the presence of:-
witness:
signature:
address:
Occupation:
<PAGE>
SIGNED AS A DEED by
/s/ Steven Fenerty
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Colin Campbell
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Anita Tang
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Eirlys Campbell
in the presence of:-
witness:
signature:
<PAGE>
address:
Occupation:
SIGNED AS A DEED by
/s/ Martin Fenerty
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ Natalia Perry
in the presence of:-
witness:
signature:
address:
Occupation:
SIGNED AS A DEED by
/s/ BARBARA FORD and EDWARD FORD as trustees of the
EDWARD FORD INTEREST IN POSSESSION TRUST
dated 10 December 1999 in the presence of:-
witness:
signature:
address:
Occupation:
<PAGE>
EXECUTED AS A DEED by
DOLLAR FINANCIAL UK LIMITED
Acting by:-
Director: /s/ Richard S. Dorfman
Director/Secretary:
EXECUTED AS A DEED by
DOLLAR FINANCIAL GROUP, INC
Authorised Signature: /s/ Richard S. Dorfman
Authorised Signature
