The Business Sales Process

1. The Business Sales Process

2. Our Business Sale Process - Overview • Review Company’s operations and business plan • Prepare and refine list of purchasers • Circulate confidentiality agreement to selected parties • Analyse non-binding indicative offers • Analyse the terms and deal structure of formal offers • Deal Closed • Establish sale criteria and strategy • Prepare “IM” in conjunction with management / shareholders • Upon receipt of signed confidentiality agreement, circulate IM • Co-ordinate site visits, management presentation, and information exchange • Negotiate, document, and close transaction

3. Assessment, Planning and Packaging • Purchaser Identification and Selection • Due Diligence, Structuring and Closing Business Sale Process – The Phases • The following diagram outlines a Business Sales Process that would form the basis for the actual strategy and process we would follow in conducting the assignment. The phased Business Sale approach outlined has proved to be efficient and cost effective. It also provides the client with key checkpoints and milestones to monitor and assess our performance and the progress of the transaction. • Work programmes and deliverables based on this approach are presented in succeeding pages. The actual process will be determined in the first phase of the process, in conjunction with and based on input from key management / shareholders. • Phase 2 • Phase 3 • Phase 1

4. Sale Timetable • The actual timetable will vary based on your requirements or constraints. • Phase 1 Phase 2 Phase 3

5. Phase 1 – Assessment, Planning & Presentation • Phase 1 Deliverables • Scoping study and indicative pricing calculations • Pre-transaction plan and sale strategy • Confidential Information Memorandum • It is important at an early stage in the process for us to understand and clearly articulate the objectives of the shareholders. The considerations will normally include: • Price expectations • Timing of proposed transaction • Acceptable forms of consideration • Tax issues and planning • Interests of other stakeholders • The extent of management / shareholders’ ongoing involvement in the business Initial shareholders’ objectives need to be reviewed in the context of the market realities and the specific circumstances of the Company and ultimately need to be realistic and achievable. Once we have gained joint concurrence on your goals and objectives, we will create a focused presentation (Scoping Study including price calculations) of the acquisition opportunity through a review of the key financial and operational information, business plans, long-term strategic plans and documents with key management / shareholders. At this point the prospective seller makes a “go / no go” decision.

6. Phase 1 – Assessment, Planning & Presentation...cont • Following a “go” decision, we will develop a confidential Information Memorandum (the “IM”) in conjunction with key management / shareholders. The IM will describe the Company in some detail and the acquisition opportunity. It will focus on differentiating the company from other opportunities available to potential buyers. It will also set out a protocol for the receipt of offers. The Directors will be asked to formally sign-off on the IM.

7. Time required to close a transaction • Public knowledge of transaction Phase 1 - Approaches to the Market • There are several methods of approaching the market, ranging from developing a short list of selected, strategic buyers to a full action format, in which a large number of potential purchasers of different types are contacted.

8. Phase 2 – Potential Purchaser & Selection Solicitation • Phase 2 Deliverables • Purchaser evaluation and selection criteria and Preliminary list of prospective purchasers • Final list of prospective purchasers • Transaction marketing • Analysis of non-binding indicative offers • Short list of serious purchasers • We will develop a preliminary list of prospective financial and strategic purchasers for the business, taking into account the objectives of the shareholders, as well as prior inquiries made for the business. The process will involve discussions with the Company, conducting our own industry research, contacts and databases, and our knowledge of the industry sector. • Developing the purchaser list is an iterative process requiring the participation of the Shareholders. The final result will be a list of potential purchasers approved by the Company that we may approach. The list is typically amended and updated as the transaction proceeds. • We will contact, on a confidential basis, each of the approved prospective purchasers in order to obtain confirmation of their: (i) interest in purchasing the Company with terms which are consistent with the established sale objectives; (ii) capability of financing the purchase; and (iii) acceptance of the terms of the confidentiality agreement. • Following the execution of a confidentiality agreement, we provide each prospective purchaser with the IM. We would have agreed upon an established timetable for the transaction, and through a well thought out communications strategy, we will attempt to create a competitive environment for the purchase. We also work aggressively to identify specific points of value for individual purchasers to ensure that they recognise and fully value the Company.

9. Phase 2 - Selection of Potential Purchasers • Determine Marketing Strategy & Purchaser Profile • Selection of Most Likely Purchasers • Discreet pre-marketing of the transaction to the most likely purchasers will often result in a focused group of highly motivated parties

10. Phase 2 – Potential Purchaser & Selection Solicitation.…cont • Management / shareholder presentations are important to transaction success and must be carefully prepared. We will assist management / shareholders to prepare the presentations and will normally manage all meetings with potential purchasers. In addition, prior to commencement of the due diligence process, We work with management / shareholders to prepare the due diligence materials which, generally, are viewed at our offices or those of your legal counsel. Data rooms can be electronic if the scope of documents and number of potential individual buyers warrant it. • There are several methods of managing the next stage of the process depending on the Company’s circumstances, confidentiality issues and the overall level of interest. Following their review of the preliminary information, prospective purchasers may be asked to submit a non-binding letter of intent. Based on our joint review of these offers, we will establish with you a short list of prospective purchasers who will be permitted to conduct an in-depth due diligence review and to obtain further information on the Company. Alternatively, management / shareholder presentations and site visits, if appropriate, can be held prior to the submission of letters of intent to shorten the transaction time.

11. During the due diligence process, we work actively with prospective purchasers to ensure that all reasonable questions and issues are resolved quickly and professionally, and that the process of highlighting specific value characteristics to individual parties continues. We normally limit due diligence to a specified time frame to maintain the competitive nature of the process and to minimise disruption to the day-to-day business. In the negotiation and documentation process, we work actively with the Company’s legal advisors to prepare a draft sale and purchase agreement to be used in the purchase selection process and in final negotiation. We also work in conjunction with the Company’s accountant and tax advisors to ensure the most efficient tax structure is obtained. At an appropriate stage of due diligence, potential purchasers will be expected to make firm offers, subject to any conditions of closing and final due diligence. We work with the Company’s legal advisors to complete an agreement of purchase and sale and to close the transaction. We often take the lead in negotiations, particularly in cases where management will need to work with the purchaser post closing. We also provide additional advice as required to ensure that the substance of any agreements is captured in the legal documentation. Phase 3 – Due Diligence, Structuring, Negotiation & Closing • Phase 3 Deliverables • Data room documentation • Analysis of binding offers to purchase • Negotiation of binding offers • Transaction documentation and closing