Next Gen Solicitors

A P P LY N O W

I N F O R M A T I O N M E M O R A N D U M

Next Gen Solicitors Limited 12 Month Fixed Rate Bond August 2020

Important information:

This document is exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the ground that it is made to ‘investment professionals’ within the meaning of Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (FinProm); persons believed on reasonable grounds to be ‘certified high net worth individuals’ within the meaning of Article 48 FinProm; persons who are ‘certified sophisticated investors’ within the meaning of Article 50 FinProm; and persons who are ‘self- certified sophisticated investors’ within the meaning of Article 50A FinProm. Investing in the Company is speculative and invested capital is at risk of partial or total loss. The attention of prospective Investors is drawn to the “RISK FACTORS” section of this document on pages 22 to 27. If you are in any doubt about the contents of this document, you are strongly recommended to consult a person authorised under the Financial Services and Markets Act 2000 (“FSMA”) to give advice in relation to investment in equity and debt securities issued by unquoted single companies. An investment in Next Gen Solicitors Limited (“Next Gen”, “Next Gen Solicitors”, “Company”, the “Issuer”) will not be suitable for all recipients of this Information Memorandum (“IM”). The purpose of this IM is to provide information to named individuals who have expressed an interest in the possibility of subscribing for Next Gen Solicitors Limited Fixed Rate Bonds (“Bonds”) issued by the Company and, as such, provides details of a private offer to those individuals. An Application Form to subscribe for Bonds will only be provided to persons whom the directors of the Company believe to be: (a) whom the directors of the Company believe to be either (i) certified as a ‘high net worth investor’, (ii) certified as a ‘sophisticated investor’, (iii) self-certified as a ‘sophisticated investor’, in each case in accordance with the relevant sections of FinProm. who are pension fund trustees investing pension money where the beneficiary of the pension would otherwise be entitled to invest in accordance with the terms of this invitation, Any investment to which this document relates is available only to such persons and other classes of person noted above and any other person and other class of person should not rely on this document. Potentially Eligible Investors should consider carefully whether an investment in Bonds is suitable for them in the light of their personal circumstances and the risk factors noted on pages 22 to 27. The Bonds are a secured debt of the Issuer and they may not be a suitable investment for (referred to herein as “Potentially Eligible Investors”).

all recipients of this IM. Bonds are not transferable or negotiable on the capital markets and no application is to be made for Bonds to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a high degree of risk. It will not be possible to sell or realise Bonds before they mature or to obtain reliable information about the risks to which they are exposed. There is no certainty or guarantee that the Issuer will be able to repay the Bonds. This document is confidential and is being supplied solely for the information of the intended recipient and may not be used, disclosed, copied, reproduced, published, or further distributed to any other person in whole or in part, for any purpose. Nothing in this document shall be construed as the giving of investment advice by the Company or any other person. If you are in any doubt as to whether to invest in the Bonds described herein, you should consult an independent financial adviser (“IFA”) who is qualified to advise on investments of this nature. This IM does not constitute a prospectus made pursuant to the Prospectus Regulation (EU 2017/1129). Therefore, this IM has not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you have read and understood all of this IM before taking steps to apply for Bonds. This IM does not purport to be all-inclusive or necessarily contain all the information that a prospective Investor may desire in investigating the Company. The IMmay be subject to updating, revision or amendment. Interested parties should carry out their own investigations and analysis of the IM and of the data referred to in the IM and should consult their own advisers before proceeding with any investment in the Company. All statements of opinion and/or belief in this IM and all views expressed regarding the Company's projections, forecasts and statements relating to expectations of future events are those of the Company and its Director(s). No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or that the Company’s objectives will be achieved. The distribution of this Information Memorandum in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. This document is confidential and is being supplied solely for the information of the intended recipient and may not be used, disclosed, copied, reproduced, published, or further distributed to any other person in whole or in part, for any purpose. This Information Memorandum is dated 24th August 2020. Copyright Next Gen Solicitors Limited. All rights reserved.

The content of this document has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purposes of engaging in any investment activity may expose an individual to significant risk of losing all of the property or other assets involved.

3

Contents

SUMMARY

6

PROPOSED TERMS OF THE OFFER

8

THE COMPANY

10

1. Background

10

1.1. Entity

10

1.2 Personnel and Responsibilities

10

1.3 Specialism and experience

11

1.4 Specialist support

11

1.5 Differentiation

11

2. Investment Opportunity

11

THE MARKET

12

1. Case Funding

12

2. Validity of ‘Case type’ market in which Next Gen Solicitors operates

12

3. Expansion of our Financial Mis-selling Department

12

3.1 Mis Sold Financial and Pensions Advice

12

3.2 ‘Plevin’ PPI Claims

12

SECURITY

15

1. Prioritisation of Investor Security

15

2.2 Capital protection – ATE Insurance

15

Alignment of interests

16

Robust nature of purpose

16

Case Costs

16

CASE STUDIES

18

Repayment Strategy

20

Marketing

20

Use of Proceeds

20

Company Structure

20

Management Team

21

RISK FACTORS

22

Risks Relating to the Company

25

Other Risks and Considerations

27

TAX

28

QUESTIONS AND ANSWERS

30

HOWTO APPLY

33

GENERAL INFORNATION

34

Statutory Information

34

Articles of Association

34

Interests of Directors & People with Significant Control

35

Representation

35

Other Information

37

Documents available for Inspection

37

5

S ummary

The following is a summary of the key points pertaining to the opportunity to invest in the Bonds of Next Gen Solicitors Limited (“The Company”, “Next Gen Solicitors Limited”) and should be read in conjunction with the full text of this IM.

The arrangement allows the firm an optimum combination of the legal expertise needed to handle cases, along with the business and marketing acumen required to operate efficiently and attract cases to the firm. All cases are initially screened and risk assessed by Next Gen Solicitors Limited. Once a client agrees to be represented by Next Gen Solicitors Limited, the firmwill take out an After the Event Insurance Policy in the client’s name. If required, the client’s case will be passed to an appropriate independent specialist who will complete a report based on the facts of the case. This report will provide the rationale for the case to be pursued successfully, along with the specialist witness statement. In other cases the report will also specify the quantum of loss. The Company is seeking to raise up to £22,500,000 by issuing Bonds to replace existing funding lines and to fund all costs of cases they have identified with a high probability of success. Part of the proceeds raised will be used to repay a loan balance for the acquisition of cases and advance on work in progress.

Next Gen Solicitors Limited was established in November 2016 to merge the talents and experience of solicitors and skilled individuals working in the claims management industry.

Solicitors; Stephen Cornforth and James Reed are Directors of Next Gen Solicitors Limited along with Karen Smith who brings with her knowledge and experience of operating an FCA regulated claims management company. Next Gen Solicitors Limited has been established as an alternative business structure. This allows law firms to be authorised and regulated to provide legal services whilst non- lawyers have an interest in the ownership and/or management of the firm.

6

7

Issuer Next Gen Solicitors Limited

£22,500,000 Maximum Investment is £300,000 Minimum Raise Amount

£22,500,000 Target Raise is

8% Annual Interest

Trustee Blue Water Capital Limited

Transferable Ownership of the Bonds cannot be transferred to another party

Security The contractual right to receive the proceeds of each case actioned by Next Gen Solicitors, whether in the form of a success fee for a successful claim and costs awarded or the proceeds of ‘After the Event’ (ATE) Insurance policy for an unsuccessful claim, will be assigned by way of security to the Trustee to be held for the benefit of Investors pending the repayment in full of their subscribed capital.. Ranking All Bonds should rank pari passu, equally and rateably without discrimination or preference alongside all unsecured creditors of the Company. ATE insurance policy All invested capital is secured under the

Early Redemption Investors cannot redeem the Bonds early.

Early Repayment The Company may at any time prior to Redemption, by giving thirty days written notice, offer to repay the principal amount of all or a portion of the Bonds. The Company shall pay to the Bondholders the principal amount of the Bonds redeemed plus all interest due for the 12-month period.

Proposed Terms

of the offer

The Company is offering a £22,500,000 Bond to Investors

12 months Term

12 Month Bond 8% per annum Coupon:

24th August 2020 Launch Date 24th August 2021 Closing Date

On maturity Coupon Payment:

The Bond will be a 12 month investment termwith interest paid on maturity.

£10,000 Minimum Investment is

Offer Conditional on Minimum Fundraising The Offer is subject to the minimum subscription of £300,000 being reached on or before the closing date set out on page 6 of this Information Memorandum. Next Gen Solicitors Directors will not proceed with the Offer until the above condition has been satisfied, and if this condition has not been satisfied on or before the closing date, investors’ monies will be returned without interest.

with tranches thereafter of £1,000

9

The Company

Stephen Cornforth

The Company has advised that current Legal team at Next Gen Solicitors has over 100 years of combined experience.

acts as the Compliance Officer for the Legal Practice (COLP) and Compliance Officer for Administration and Finance (COFA) for Next Gen Solicitors. He was until 28th April 2017 Senior Partner of a leading Liverpool legal practice. He is also a former President of Liverpool Law Society.

1.4 Specialist Support All new cases are initially screened and risk assessed by Next Gen Solicitors. Once a client agrees to be represented by the firm, Next Gen Solicitors takes out an After the Event Insurance Policy (ATE) in the client’s name. If it is deemed necessary, the case is then passed to an independent specialist in the appropriate field, who will complete a report based on the facts of the case. This report will provide the rationale for the case to be pursued successfully, along with the specialist witness statement. In certain cases, the report will also specify the quantum of loss. Next Gen Solicitors maintains a wide ranging database of specialists with whom it has a successful working relationship, and with whose assistance it has recorded a large number of case wins. The availability of, and ongoing relationships with, these specialists helps to streamline and expedite the claim process and therefore increase case capacity. 1.5 Differentiation Next Gen Solicitors believes itself to be clearly differentiated from its competitors by its combination of: • high quality legal services; • operational and marketing expertise; and • business acumen and legal and commercial experience of its owners. 2. Investment Opportunity Next Gen Solicitors requires a readily accessible source of funding that is flexible to its needs and enables it to pursue more and more cases. The capital raised will be used to replace funding from private finance, which currently enables Next Gen Solicitors to pursue cases on behalf of clients. Next Gen is raising capital, which will be more competitive and flexible towards changes in the law which create newmarkets. The capital will be used to pay for the costs involved in initiating cases for clients. ATE insurance (a standard tool in conditional fee agreement, ‘NoWin, No Fee’, claims) will reimburse the legal costs and expenses involved in bringing the case, should it prove unsuccessful. This is how all cases in the model will be managed, with Next Gen Solicitors agreeing not to charge for its services should a claim be unsuccessful. On average, the costs associated with pursuing a claim is between £2,000 and £3,000. The Next Gen Solicitors business model allows for a high volume of cases to be active, with an average of 90% success rate and the ATE insurance (which pays out, on average, in 30 days) covering those cases which are unsuccessful. This combination of factors enables Next Gen Solicitors to offer a fixed return of 8% for a 12 month investment term. 11

1. Background

1.1. Entity Next Gen Solicitors was established in November 2016 to combine the talents and experience of solicitors with those of other key specialists working in the claims management industry. Next Gen Solicitors is authorised and regulated by the Solicitors Regulation Authority (SRA), a regulatory body for solicitors in England andWales. The SRA is responsible for regulating the professional conduct of 125,000 solicitors at more than 11,000 firms. Their Principles and Code of Conduct must be adhered to at all times to ensure integrity and protect the best interests of clients. Next Gen Solicitors is an established commercial firm, with governance and operations designed for, and proven effective with, high case volume. The Company operates in areas of law in which it has a solid track record or in which a clear precedent is in place. Next Gen Solicitors has been established as an Alternative Business Structure. This allows for law firms to be authorised and regulated to provide legal services with non- lawyers eligible to hold an interest in the ownership and/or management of the firm. The arrangement allows the firm an optimum combination of the expertise needed to operate successfully: the legal expertise to handle cases and bring these to optimal outcome, combined with the business and marketing acumen required to market the firm, attract cases and manage these efficiently. 1.2 Personnel and Responsibilities Solicitors Mr Stephen Cornforth and Mr James Reed are directors of Next Gen Solicitors, along with Ms Karen Smith, who brings to Next Gen Solicitors extensive knowledge and experience of operating an FCA Regulated claims management company.

James Reed heads Next Gen Solicitors Legal team. The team has a high success rate in both fast-track and multi-track cases across all areas of personal injury, including: • personal injury; • employer liability; • public liability. Next Gen Solicitors has a 100%

success rate in all litigated matters to date. There is a declared objective within the Legal department to

settle 80% of all cases within three to six months, securing the highest level of compensation obtainable for the clients concerned.

Karen Smith heads up Next Gen’s Marketing and Management team. This unit possesses the knowledge, skills and experience needed to generate a high case volume for the Company. Numbering more than 50 individuals, the Marketing and Management team specialises in: • bringing in new cases; • providing a reassuring point of contact for each client;

• handling the management of each case from commencement through to settlement. This allows Next Gen Solicitors Legal team to concentrate on managing cases to successful outcomes, without having to divert resources to sourcing

caseload or managing the claim process.

1.3 Specialism and Experience In the early days of the firm, the work generated by the Next Gen Solicitors team lay predominantly in the field of personal injury. As the firm has grown, the Company has acquired the resources and expertise to diversify its work base to include employers’ liability and public liability work. This has encompassed: • occupational disease; • financial mis-selling; • personal debt challenges; • housing disrepair. • medical negligence

10

The Market

3.1 Mis Sold Financial and Pensions Advice Next Gen Solicitors is currently acting for claimants wrongly advised about investment into Self Invested Personal Pensions (SIPP). SIPPs were widely Mis-sold, and a great number of people lost much of their hard-earned savings as a result, placing their retirement in jeopardy. Considering the SIPP Mis-selling scandal, the Financial Services Compensation Scheme (FSCS) have set aside £532 million to pay for compensation costs, where complaints are made about Mis-selling in 2019/20. With the knowledge held by Next Gen Solicitors and its specialists, the company is able to identify precisely where and how a client has been Mis-sold, and will act for these clients to recover losses. The team has been involved with over 1,000 successful cases to date. 3.2 ‘Plevin’ PPI Claims Next Gen Solicitors is currently acting for clients making ‘Plevin’ claims. Plevin claims are claims for the commission charged on the PPI premiums that many people took out in the 1990s and early 2000s. The FCA believes that between approximately 60,000 and 140,000 clients need to be informed that they are eligible to make a claim under Plevin rules. They may have had complaints rejected previously, not been adequately assessed for undisclosed commission, and not been provided with written information about being able to claim for the previously undisclosed commission, which others were advised to do. There is still approximately £52 billion pounds to reclaim, currently with no time limitation on when a claimmay be entered. Our specialists in this area produce reports for cases requiring litigation that includes the likelihood of success and quantum of loss. The financial Mis-selling SIPP market has a reported 300,000 potential cases, with the value of a typical case claim averaging £38,000. Other commonly Mis-sold pensions and investments includes SSAS and QROPs.

1. Case Funding The case funding investment market has grown exponentially over the last few years. It is expected to grow further due to case funding investments being uncorrelated with market fluctuations. For instance, if the financial markets undergo significant changes due to global or regional factors, many other investment classes, being linked to the markets, are affected. Case funding, however, having no direct link to financial markets, is not exposed to these changes. In a landscape in which bringing a claim can prove extremely costly, case funding fills the gap, providing the finance for people to be able to pursue claims. In the specific instance of the investment, it allows Next Gen Solicitors to finance the client’s case and pursue the claim to recover damages. Next Gen Solicitors are raising capital to pursue claims for clients in markets it knows to have a high success rate, with lower costs and risks involved. Each market requires a high level of expertise, knowledge and experience, which Next Gen Solicitors and its appointed specialists possess. Next Gen Solicitors plan to use funds raised to finance cases in established markets including: • financial mis-selling; • personal injury; • medical negligence. • housing disrepair 2. Validity of ‘Case type’ market in which Next Gen Solicitors operates

3. Expansion of our Financial Mis-selling Department

Next Gen Solicitors has recently expanded its Financial Mis-selling department. This will enable the firm to increase its case load in lucrative markets including: • Mis-sold financial and pensions advice; • Plevin.

12

Security

1. Prioritisation of Investor Security Investor security is the Company’s priority.

Should a case fail, however, the ATE insurance policy provides cover for the legal costs and disbursements incurred by Next Gen Solicitors in the pursuit or defence of litigation and arbitration on each individual case. The policy is applied: • after the case has gone through the vetting process; and • once the client has instructed Next Gen Solicitors to handle the case.

The Company has granted a debenture over all of its assets to the Trustee, acting on behalf of Bondholders. The debenture over the Company will be only be filed once the charge held by VFS Legal Ltd has been satisfied in full. The contractual right to receive the proceeds of each case actioned by Next Gen Solicitors, whether in the form of costs awarded and success fee for a successful claim or the proceeds of ‘After the Event’ (ATE) Insurance policy for an unsuccessful claim, will be assigned by the client to the Company and then assigned by the Company to the Trustee to be held for the benefit of Investors pending the repayment in full of their subscribed capital.

These disbursements include: • the cost of the insurance policy premium; • any specialist report; • third party court costs; • court costs incurred to bring the case.

Please note, these security arrangements only cover Investors’ subscribed capital. It does not cover any interest payments due to Investors.

It should be noted here, too, that Next Gen Solicitors uses invested capital solely to cashflow the costs of the case. Next Gen Solicitors does not take any fees, commissions or business expenses of any kind from the capital raised. In summary, ATE insurance removes the risk of having to pay the other side's costs if Next Gen Solicitors were to lose a case. It also provides an incentive for the other side to settle, knowing that the insurer will have conducted its own analysis of the merits of the case.

The Trustee, acting as Escrow Agent, will hold investors’ funds until they are drawn down by Next Gen Solicitors to fund a specific case. Proceeds received from each case, in the form of either damages or proceeds of ATE Insurance claims, will be held by the Escrow Agent and allocated against the specific case in the ledger. In the event of the insolvency of the Company or its default under the Bond documents, this will form an asset pool controlled by the Trustee fromwhich to satisfy the claims of Bondholders. As regards on-going cases in a default situation, a substitute Solicitor has already been contracted to continue with any ongoing cases until completion in the event that the Company is unable to do so. 2.2 Capital protection – ATE Insurance On each case it enacts, Next Gen Solicitors has in place After the Event (ATE) Insurance. This class of insurance is essential to the 'NoWin, No Fee' service model offered by Next Gen Solicitors. (ATE insurance is a one-off payment, made up front by Next Gen Solicitors.) Next Gen Solicitors finances each case on behalf of that client in exchange for a share of the winnings should the claim be successful. It is this share of the success fee model (as opposed to charging fees to the client) that makes the entire ‘claimant’ sector so profitable.

ATE insurance also sends a clear message to the defendant that the insured is in the litigation for the duration, having already minimised the litigation costs risk.

15

SIPP

HDR

Plevin

Personal Injury

Alignment of interests The investment offered is directly into the business of an SRA Regulated firm of solicitors. This means that were the investment to fail in any way, Next Gen Solicitors would stand to lose its regulation and licence and no longer be able to operate. Next Gen Solicitors has elected not to create a Special Purpose Vehicle (SPV), which may be readily liquidated should something go wrong, for this offer. This is in contrast with the use of SPVs popularly employed by property developers and others offering non-regulated investments. Robust nature of purpose Unlike many non-regulated investments, Next Gen Solicitors does not propose using the funds invested to ‘develop an idea' or to bring a new concept to market. Next Gen Solicitors is an established, commercial law firm structured to process high case volume. It operates in areas of law in which it has a strong track record or where a precedent is in place.

£4,000

£3,500

£3,000

£2,500

£2,000

£1,500

Report Cost

£1,000

ATE Cost

£500

£330.40

£216.00

Total

£0

£2,333.33

£1,406.00

£3,739.33

£2,100.00

£761.25

£2,861.25

£750.00

£866.28

£1,616.28

£546.40

SIPP

HDR

Plevin

Personal Injury

The capital raised from the issue replaces Next Gen Solicitors existing funding channels, enabling the company to operate with greater flexibility and economy.

9 - 12 Months

9 - 12 Months

6 - 9 Months

9 - 12 Months

Time to Settle

Every case which is financed using investors funds is protected by an ATE insurance policy.

Settlement Success

90%

98%

85%

98%

Next Gen will deploy the funds into a number of different sectors, thereby reducing the risk of investing into just one specific sector.

Investor Return

£4,038.48

£3,090.15

£1,745.58

£590.11

Case Costs Next Gen Solicitors has provided the following example of the average case cost for the four markets the proceeds raised will be used to fund cases for.

Report and ATE Settlement Success

Settlement Period

Investor Return

SIPP

£300,000.00

90%

9 - 12 Months

£324,000.00

HDR

£300,000.00

85%

9 - 12 Months

£324,000.00

Plevin

£300,000.00

98%

6- 9 Months

£324,000.00

Personal Injury

£100,000.00

98%

9 - 12 Months

£108,000.00

Total Investment

Total Investment

£1,000,000.00

£1,080,000.00

The above settlement success rates and settlement periods have been provided by the insurance company providing the ATE Insurance. These figures provide an oversight of the relative performance of each case type from an ATE perspective based on the insurance company’s current portfolio of Solicitors and Insurers. The figures are purely indicative and are based on the MI Insurers would expect to see on an account by account basis.

16

17

Case Studies

5. Personal Injury The claimant had been in a parked, stationary vehicle when the defendant reversed into the passenger side of the claimant’s vehicle. As a result of the collision the claimant sustained physical injuries and required a replacement vehicle. The defendant’s insurer initially refused to deal with the claim, and then made only poor offers. Next Gen Solicitors therefore issued court proceedings in order to obtain rightful settlement. Once proceedings had been issued, Next Gen Solicitors made offers and negotiated a settlement of £10,140.79 for the client, which brought in £4,504.35 in fees to Next Gen Solicitors. 6. Personal Injury The claimant had been a driver proceeding around a roundabout when the defendant driver entered the roundabout and collided with the claimant as he was exiting. The defendant denied fault for the accident, which led Next Gen Solicitors to issue court proceedings in the matter. The defendant put forward a 50% liability offer, accepting half the fault for the collision on the condition our client accept half the fault for the collision. Despite this being a common mode of settlement for roundabout cases, Next Gen Solicitors advised the client that it believed him to have prospects of success on a 100% basis. Next Gen Solicitors therefore took the matter all the way to trial, where they were successful. Their client was awarded £7,100 by a judge, resulting in £5,432.40 in fees for Next Gen Solicitors. 7. Medical Negligence The Client was diagnosed with glaucoma. However, the client was not made aware of the condition and as a result of failing to notify and treat the client, she lost vision in one eye. The claimwas made against NHS Resolution and the client was awarded £30,000. 8. Medical Negligence The client was a patient at a care home. Due to her being incapacitated, she was required to be turned at regular intervals. Staff at the care home failed to properly risk assess the patient and as a result she suffered a Grade 4 pressure sore. The NHS care home accepted full responsibility and the client was awarded £6,500 in damages.

Next Gen Solicitors makes available the following examples of previously successful cases:

1. Mis-advised SIPP Transfer Mr F had had a regulated adviser talk him into transferring his pension from Prudential into a SIPP. The adviser then recommended buying carbon credits, an unregulated high-risk investment, with the cash transferred into the SIPP. The adviser had gone out of business and a claimwas made to the FSCS. The total loss was calculated at £57,882.13. The maximum the FSCS could pay the client was £50,000 in compensation, this being the compensation limit per customer, per firm at the time. However, although it took 7 months to receive the compensation, a further claim against the SIPP provider for the balance is currently being pursued, as a result of a recent judicial review carried out by the FCA on lack of due diligence on such unregulated investments. 2. Mis-advised SIPP Transfer Mr M had a valid claim against The Pensions Office Limited regarding their SIPP. The client was convinced to transfer away from a valuable Railways pension to a SIPP into which he would buy an unregulated investment in storage pod operator, Store First. This investment subsequently failed. The client was awarded £45,795.30 in compensation. The client received full redress as if he had not transferred, by re-valuing his old pension and comparing this to the SIPP’s value at that time, which was nil. The claim took eight months to complete. 3. Plevin Claim The client made a claim against her Royal Bank of Scotland credit card under the Plevin principles. The defendant settled as after a review from the sale of PPI to the client, they concluded the level of commission charged on the clients PPI was in excess of the 50% level specified by the FCA policy statement. In a full and final settlement, the client accepted damages of £6,236.58. 4. Compensation for Accidental Injury The claimant was medically examined and injuries were assessed. After obtaining the necessary medical evidence, through negotiation Next Gen Solicitors was able to recover a sum of £16,000 to compensate the claimant for injuries sustained. This was an outcome with which the claimant was very pleased.

18

19

Repayment Strategy The Company intends to repay the principle and make interest to Bondholders as follows: •Where a case is successful - through costs awarded and Next Gen Solicitors success fees charged to the claimant / defendant •Where a case is not successful - The ATE policy provides cover in the event that the case is unsuccessful and covers the specialists’s report, any disbursements incurred in running the case such as issue fees and court fees as well as the premium itself. Marketing Professional advisory firms and marketing and wealth management companies will market and advertise the Bonds on behalf of Next Gen Solicitors. Commissions for these services are variable and will be paid directly by the Company and not from the proceeds raised from the Bond issue. Use of Proceeds The proceeds raised from the issue of Bonds will be used to replace existing funding lines and to fund all costs of cases they have identified with a high probability of success. Part of the proceeds raised will be used to repay a loan balance for the acquisition of cases and advance on work in progress. The proceeds will also be used to fund all the costs to identify cases with a high probability of success, including but not limited to Next Gen Solicitors resources, fees paid to specialists to provide analysis and their report, and the costs of ATE insurance. Company Structure The current issued share capital of the Company is 100 Ordinary Shares of £1 in the ownership of Karen Smith.

Management Team Karen Smith - Director

Karen Smith has worked within the legal sector for over 10 years, her expertise within the Personal Injury claiming sector prompted her to open her own claims management company in 2014. The complexity of her job role is reflected in her knowledge of the legal industry, dealing with all elements of the personal injury sector, this led to Simple Legal Solutions being and still is, a very successful FCA regulated Claims Management Company.

Stephen Cornforth - Director Stephen Cornforth has been a Solicitor for 40 years. For much of that

time, he has had a management role in law firms. He has a longstanding interest in Practice Management, especially

Professional Indemnity Insurance, Risk Management and Regulatory Compliance. He has many years’ experience in dealing with complex Medical Negligence and Personal Injury Work. He also has an interest in Housing Law. He regularly speaks to lawyers and law firms on these subjects. He was awarded Legal Entrepreneur of the Year 2015 by Downtown in Business, Liverpool and in 2016 steered EAD to the Best Legal Firm award at The City of Liverpool Business Awards. Stephen Cornforth Consultancy - May 2017 - to date LJMU Law School Advisory Board 2019 - to date Shortlisted - Outstanding Contribution to Access to Justice Award (LawWorks) 2018 President Liverpool Law Society - 2012 Fellow Emeritus – Association of Personal Injury Lawyers - 2017 - to date Senior Partner - EAD Solicitors LLP 2011 - 2017 Trustee NorthWest Legal Support Group James Reed - Director James Reed is the Managing Director of Next Gen Solicitors, he handles the day to day running of the law firm as well as overseeing caseloads of personal injury, housing disrepair and financial claims. In the last 10 years James has secured over £5 million in compensation for his clients. Expertise – James specialises in personal injury claims for adults and children. He has extensive knowledge of public and employers liability matters. James also completed several seats during his training contract including family law, housing disrepair and in a later role criminal law. His newfound interest is in financial mis-selling including products such as , SIPP and Plevin cases. Career – James qualified as a solicitor in 2016, firstly having obtained a 2:1 with honours in Law before completing his Legal Practice Course. Having joined Next Gen in January 2018 he was promoted to Director within 12 months.

20

21

Risk Factors

FINANCIAL SERVICES COMPENSATION SCHEME AND REGULATION The content of this document has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Please note that this is an unregulated product. The compensation entitlements under the Financial Services Compensation Scheme (FSCS) do not apply to this investment. In the event of the Company being unable to pay either the capital or interest payments, the protections afforded by the Financial Services and Markets Act 2000 including recourse to the Financial Ombudsman Service and access to the FSCS will not apply. FIXED INTEREST RATE AND INFLATION The Bonds attract a fixed rate of interest and as such will not benefit from any subsequent increases in market interest rates. Accordingly, you should note that a rise in interest rates may adversely affect the relative returns that the Bonds offer. Further, inflation may reduce the real value of the returns over time. Even though the Bonds are secured by way of a debenture over the Company's assets, in addition to an After the Event (ATE) Insurance policy for an unsuccessful claim, which will be assigned by way of security to the Trustee to be held for the benefit of Investors pending the repayment in full of their subscribed capital, meaning Bondholders rank ahead of unsecured creditors in a default situation, the Company assets have not been valued and the presence of this security does not guarantee that investors in the Bonds will be repaid at maturity or receive their interest payments in full. The Bonds rank below employees, administrators but ahead of unsecured creditors. The Company also has the right enter other debt arrangements, issue further Bonds and to grant other security over its assets provided it ranks equal to or behind the security in favour of Bondholders. This means that the Company’s available assets may be spread around a larger group of secured creditors in a default or insolvency situation resulting in less being available to satisfy the claims of Bondholders. SECURITY NO GUARANTEE OF REPAYMENT

The risks described below are those risks that the Directors of the Company consider at the date of this document to be material to a decision as to whether to make an investment in the Bonds but are not the only risks relating to the Company or the Bonds. If any of the following risks, as well as other risks and uncertainties that are not herein identified or that the Company does not consider to be material at the date of this document, were to occur, then these could have a material adverse effect on the Company’s ability to fulfil their obligations to pay interest, principal or other amounts in connection with the Bonds. Potential Investors are strongly advised to consult their stockbroker, bank, solicitor, accountant or other financial adviser who is authorised under FSMA to advise on investments of this sort if they are in any doubt. RISK TO CAPITAL Invested capital is at risk and you may not get back what you invest. The Company, like all businesses, is vulnerable to financial difficulties and investing in unlisted corporate Bonds involves significant risk of default and loss of capital. Investment in Bonds of this nature is speculative and involves a higher degree of risk than other types of investment. Investments of this type are not suitable for all investors. The Bonds are not transferable or negotiable on the capital markets and no application will be made for the Bonds to be admitted for listing or trading on any market. It will not be possible to sell or realise the Bonds until they are repaid by the Issuer so please ensure you are fully aware of the risks involved and that you will not be able to cash in or sell your Bonds before their maturity date. Prospective Investors should not submit an Application Form unless they are prepared to hold the Bonds for their full term. In the event of the death of a Bondholder or in other exceptional personal circumstances, individual Bondholders may be repaid early. However, any such early repayment is at the Company’s discretion and subject to there being sufficient cash available at that time. NON-TRANSFERABLE & ILLIQUID INVESTMENT

22

Risks Relating to the Company

NO RIGHT TO PARTICIPATE IN MANAGEMENT OR PROFITS BEYOND FIXED RETURN Bonds are a very different kind of investment to equity shares and Investors do not own a stake or have any right to participate in management of the Company. As such Bondholders will not be in a position to object to particular strategies or decisions of the Company’s directors. their behalf by a Trustee, the Trustee shall not be responsible, nor shall face any liability, for any loss incurred by the Bondholders relating to a failure of the Company to make payments (whether of interest or of the principal amount) to the Bondholders when due. The Trustee will not have any ability or responsibility to protect any monies in the accounts of the Company which may have been set aside for payment of interest or the principal amount in respect of the Bonds. The Trustee cannot guarantee return of any monies in the event of default. The Trustee has no role in the day to day management of the Company and its personnel are not experts in the Company’s business. Accordingly, in the event that the security is enforced, there can be no guarantee that it will be possible to realise the assets for the same value as stated in the IM (or realise them at all in some cases). CANCELLATION RIGHTS Investors will not be able to cancel an application to subscribe for Bonds once they have signed the application form. Investors should review the terms and conditions of application carefully and seek professional advice from financial intermediaries authorised under FSMA to advise on investments of this type. TRUSTEE Whilst the security in favour of Bondholders is held on

Regulatory Risk Changes to existing laws or regulations or the creation of new laws or regulations may have an adverse effect on the Company’s business and could result in the Company failing to generate sufficient returns to services the Bonds or redeem them in full (or at all). Specialist Analysis The Company will rely on the analysis, auditing and reporting from third party companies to identify the potential success of a case. There can be no assurance that such analysis, auditing or reports will be correct or that such information will be received in a timely manner. After the Event Insurance The Company will take out After the Event Insurance on behalf of each client for each case to cover the legal costs incurred in the pursuit or defence of litigation and arbitration Next Gen incurs on each individual case. The ATE policy provides cover in the event that the case is unsuccessful and covers any disbursements incurred in running the case such as specialist reports, issue fees and court fees as well as the premium itself. There is a risk that in the event of an unsuccessful case the insurer will not pay out the amounts owned to Investors. ATE insurance will not cover the client for the following: 1. Prior Costs Any Disbursements and Opponent’s Costs incurred before the commencement of the insurance Policy unless agreed by themwhen the Policy is issued. 2. Prior Agreement Any Disbursements incurred without Our or the Solicitor’s prior agreement. 3. Solicitor’s Own Costs The fees and charges of Your Solicitor under the terms of the Retainer Agreement. 4. Breach of Conditions Any Disbursements and Opponent’s Costs where any of the Conditions in this Policy have been breached by You. 5. Reasonable Cause of Action Any Claimwhich has been struck out or where the Claim discloses no grounds for bringing the proceedings, the proceedings are an abuse of the courts process, or Your conduct is likely to obstruct the just disposal of the proceedings.

Investments in this type of Company carry particular risks over and above the general risk of unquoted debt investment described above. Investors are reminded that there is no guarantee that the Company’s strategy or trading activities will be successful and that their investment is consequently at risk.

Offer Conditional on Minimum Fundraising

The Offer is subject to the minimum subscription of £300,000 being reached on or before the closing date. There is a risk that the minimum subscription will not be raised. If the minimum subscription has not been reached on or before the closing date, Investors’ monies will be returned without interest. Performance Risk The Company may not perform as well as expected and may even fail completely. Investors are reminded that any financial forecasts included in this document are hypothetical projections only. Projected results have many inherent limitations and there are frequently sharp differences between such projections and the actual results subsequently achieved. The Company cannot make any representation or warranty as to what the actual results will be and has provided its projections by way of illustration only. Personnel The Company’s performance is dependent on the continued services and performance of members of its board, management team, operational employees and professional advisers. If the Company does not succeed in retaining skilled personnel, fails to maintain the skills of its personnel or is unable to continue to attract and retain all personnel necessary for the development and operation of its business, it may not be able to grow its business as anticipated or meet its financial objectives including the servicing, and ultimately the redemption, of the Bond.

24

25

Other Risks and Considerations

6. Failure to Abide by Your Responsibilities Any Disbursements and Opponent’s Costs where any of the requirements under Your Responsibilities have

In addition, Investors should not place undue reliance on “forward-looking statements”, which speak only as of the date of this Information Memorandum.

been breached by You. 7. Change of Solicitor

The Directors believe that the factors described below represent the principal risks inherent in investing in the Bonds, but the Company may be unable to pay interest, principal or other amounts on or in connection with the Bonds, for other reasons and the company does not represent that the statements below regarding the risks of holding the Bonds are exhaustive. Prospective Investors should also read the detailed information set out elsewhere in this IM (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Diversified Portfolio Investors are reminded to maintain a balanced portfolio. Diversification by spreading your money across different types of investments should reduce your overall risk. Investors should only invest a small proportion of their available investment funds via this Offer (and others like it) due to the high risks involved. Taxation Risks The statements in this document regarding taxation only represent the Company’s understanding of the current law and practice as regards the taxation of the Bonds. Nothing in this document should be considered tax or legal advice and prospective Investors are recommended to seek their own independent advice before investing. The tax legislation referred to herein may change in the future and such changes may have retrospective effect. Investors are reminded that any future legislation regarding taxation could also have an adverse effect on the Company’s profitability. Individual tax circumstances may differ from Investor to Investor and persons wanting to invest are advised to seek specific tax advice based on their personal circumstances. Forward Looking Statements Certain information contained in this document constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “assumed”, “example”, “illustrative”, “may”, “will”, “should”, “expect”, “intend”, “anticipate”, “project”, “estimate”, “plan”, “seek”, “continue”, “target”, or “believe”, or the negatives thereof or other variations thereof or comparable terminology, and include projected or targeted minimum returns to be made by the Company. Such forward looking statements are inherently subject to material, economic, market and other risks and uncertainties, including the risk factors set out in the ‘Summary’ and ‘Risk Factors’ sections of this document and, accordingly, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements.

Any Disbursements and Opponent’s Costs where You change Your Solicitor unless agreed in writing by Us. If You change Your Solicitor without Our consent You will be liable for the Insurance Premium under this Policy. 8. Small Claims Track Any Disbursements and Opponent’s Costs which commences in or is referred to the small claims track, which is the basis on which lowmonetary value claims are dealt with by the Courts, in accordance with the civil procedure rules. 9. Dishonesty, Criminal Acts and Fraud Any Claim: a) Involving actual fraud or dishonesty, or any criminal act or omission by You. b) Involving any statement which You overstate or which is false or fraudulent. c) Which is found to be fraudulent or fundamentally dishonest on the balance of probabilities. We will have the right to refuse to make any payment under this Policy or to void this insurance from the commencement date of this Policy. 10. Territorial Limits Any Disbursements and Opponent’s Costs where the dispute is pursued outside the jurisdiction of a court or other body within England or Wales. 11. Appeal, Counter Claim, Enforcement or Cost Proceedings Any appeal, counter claim, enforcement proceedings or cost proceedings. 12. Group Litigation Order and Test Case Any group litigation, class action or test case unless agreed by Us. 13. Other Insurance Any costs, fees, expenses and Disbursements which can be recovered by You under any other insurance. 14. Judicial review Any Disbursements and Opponent’s Costs relating to a judicial review.

26

27