Benefits of Making Business in French Guiana | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN FRENCH GUIANA WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN FRENCH GUIANA WWW.MERGERSCORP.COM

4. Country Overview French Guiana is an overseas department of France on the northeast coast of South America, composed mainly of tropical rainforest. The ruins of 17th-century Fort Cépérou overlook the capital, Cayenne, with its colorful Creole houses and street markets. Shops and cafes surround the palm-filled main square, Place des Palmistes. The Rémire-Montjoly suburb is lined with Atlantic coast beaches. French Guiana has a developing market economy, patterned on that of metropolitan France and sustained by aid and technical assistance from France. A rocket-launching base at Kourou, used by the European Space Agency, is of great importance to the economy, accounting for about one-fourth of the country’s annual gross domestic product. French Guiana is governed by the provisions of the French constitution as a territorial collectivity of France and, as such, forms an integral part of the French Republic. It sends two elected representatives to the National Assembly and two to the Senate. Local government is headed by a prefect and by a 51- member Assembly whose members are elected by universal adult suffrage. There is a local court of appeal. The principal political parties are the Guianese Socialist Party and the Union for a Popular Movement.

5. Executive Summary The history of French Guiana spans many centuries. Before the first Europeans arrived, there was no written history in the territory. It was originally inhabited by a number of Native American peoples, among them the Kalina, Arawak, Emerillon, Galibi, Palikur, Wayampi, and Wayana. The first Europeans arrived in the expeditions of Christopher Columbus, shortly before 1500. Cayenne is the capital of French Guiana, an overseas region and department of France located in South America. The city stands on a former island at the mouth of the Cayenne River. Geologically, the rock underlying French Guiana forms part of the crystalline massif of the Guiana Highlands. The Maroni River forms the French Guiana Suriname border in the west, and the Oyapock River forms the border with Brazil in the east. The Tumuc-Humac Mountains in the south reach an elevation of 2,300 feet. Recent alluvial deposits have formed a swampy coastal plain southeast of Cayenne. French Guiana is the second largest, and largest outermost region within the European Union, however with only 9.3 residents per square mile, it has a very low population density.

6. Introduction – Doing business in French Guiana French Guiana is located in the Northern Coast of South America. French Guiana also known as French Guianese has three main regions including the coastal plain in the North, a hilly plateau in the middle and the Tumae-Humae Mountain which is in the South. Entreprise Individuelle à Responsabilité Limitée (EIRL) This option is similar to the EI: however, with the EIRL you will be able to have limited liability without having to establish a separate legal entity. If you want to start this type of business, be cautious: your legal obligations with an EIRL are a bit hazy. Most of the time, banks still reserve the right to ask you to instill a personal guarantee before granting a loan to you. This way, if you were to default on a loan the bank would be entitled to collect your company’s assets. If your company’s assets are not enough to cover the debt, the banks are then entitled to collect your personal assets as well.

7. Conducting business in French Guiana The major industries are shrimp and fish processing and aerospace. Lumber and construction are secondary industries. The agricultural products are sugar, rice, manioc, cocoa, vegetables, and bananas. Cattle, pigs, and poultry are the main livestock animals. A sole proprietorship — or an entreprise individuelle — is a relatively easy business to set up. If you want to choose this form of business, you won’t need to establish a separate legal entity in order to operate. Hence, there is no minimum capital investment needed. Also, there is only one person controlling the business, making it easier to manage operations and profits. Although this form of business may be convenient, it also brings with it a lot of responsibility: an EI is legally bound to the entrepreneur, meaning that the owner is liable for all of the company’s business and debts. If your company goes bankrupt, then debt collectors have the right to seize your personal assets.

8. Taxation in French Guiana The French tax authorities are responsible for verifying that taxpayers’ obligations are correctly complied with and, if necessary, for making adjustments by issuing tax assessments. The Finance Act Bill for 2019 planned to bring the taxation of non-resident taxpayers closer to those of French tax residents in 2020 by eliminating the WHT at 0%, 12%, and 20% on the non- French tax residents' wages (Article 182 A of the General Tax Code), by implementing the PAYE (PAS), and by removing the partially liberating nature of the WHT. However, amendments as part of the draft Finance Bill for the year 2020 provide for a moratorium of one year of the new taxation system for non- residents. Consequently, the current system remains in place for 2020 and potentially 2021 (to be confirmed). Individuals with chargeable income of less than one million five hundred and sixty thousand dollars (GYD1,560,000) per annum pay tax at the rate of 28%; where their chargeable income exceeds one million five hundred and sixty thousand dollars (GYD1,560,000) per annum, the incremental rate of tax applicable is 40%.

9. Trade French Guiana mostly exports shrimp, timber, gold, rum, and rosewood essence, while imports consist of food (grains, processed meat), machinery and transport equipment, fuels, and chemicals. The CDF trade primarily with each other, France, other EU members, and the United States. Principal exports from Guadeloupe include bananas, sugar, and rum, while imports consist of foodstuffs, fuels, vehicles, clothing and other consumer goods , and construction material. About 60 percent of exports are directed towards France, 18 percent to Martinique, and 4 percent to the United States. Sixty-three percent of imports come from France, 4 percent from Germany, 3 percent from the United States, 2 percent from Japan, and 2 percent from the Netherlands Antilles. Martinique's exports are mostly refined petroleum products, bananas, and rum, while imports include petroleum products, crude oil. Around 45 percent of exports are directed towards France and 28 percent go to Guadeloupe. Sixty-two percent of imports are from France, 6 percent from Venezuela, 4 percent from Germany, 4 percent from Italy, and 3 percent from the United States. French Guiana mostly exports shrimp, timber, gold, rum, and rosewood essence, while imports consist of food.

10. Banking in French Guiana FRENCH GUIANA Branch Location Library is already full of BIC codes. With the help of such BIC codes, a person will be able to monitor the flow of money transfer, credit fund and direct debit transfers in the area of GF through Bank Wire Transfer without spending a lot of efforts. These branch locations are free and accessible for all the individuals in the stated country who are interested to keep their money protected and secured in all of the financial transactions of licensed banking institution. Such codes are composed of eight to eleven string characters which can help people to determine the name of the country and bank where a certain amount of money came from. With the help of these codes for money transfer and other financial transactions in a banking institution, a person will be able to determine if a certain amount of money was sent to its real receiver or not to prevent mistakes and issues in the bank wire transfer. Location for all banks in FRENCH GUIANA FRENCH GUIANA Branch Location Library is already full of BIC codes. With the help of such BIC codes, a person will be able to monitor the flow of money transfer, credit fund and direct debit transfers in the area of GF through Bank Wire Transfer without spending a lot of efforts.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com