Benefits of Making Business in Jersey | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN JERSEY 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 JERSEY WWW.MERGERSCORP.COM

4. Country Overview Jersey, officially the Bailiwick of Jersey is the largest of the Channel Islands, between England and France. A self-governing dependency of the United Kingdom, with a mix of British and French cultures, it’s known for its beaches, cliffside walking trails, inland valleys and historic castles. The Channel Islands, located in the English Channel, are constitutionally separate from the United Kingdom and France and, to all intents and purposes, are self-governing. Jersey is the largest of the Channel Islands. It is divided into 12 parishes, with Saint Helier as the capital. The official language of Jersey is English, and the currency is the British pound sterling (GBP). The state of Jersey is an effective legislator and government and ‘runs’ the island at a local level.

5. Executive Summary Jersey is an island that wears the traces of its colorful past, an island that’s played many roles from a strategic Viking stronghold to a valuable island outpost, fought for by the English and French, as well as being occupied by German forces during World War II. Jersey is one of the world’s major international finance centres, with a stable political, legal, and fiscal infrastructure and government. The Island is well regulated and has high standards of international telecommunications, information technology, postal, and courier services.

6. Introduction – Doing business in Jersey Jersey is a pro-business Island and provides the ideal location for future European operations. Jersey has an accessible, business-focused, independent government offering some of the lowest direct tax rates in Europe. It is an international centre of excellence for professional services and can be reached within hours from over thirty UK and European cities. Jersey offers an unparalleled quality of life in a beautiful, safe, island setting. Anyone establishing a new ‘undertaking’ in Jersey must obtain a licence, subject to a number of limited exceptions. Licences under the Regulation of Undertakings.

7. Conducting business in Jersey want to reduce their tax burden. The economy of Jersey has seen much transition during the past thirty years. Markets have slowly become more international and world travel has increased. Consequently, the means that traditional Jersey industries such as agriculture and tourism are having to survive in a progressively more competitive arena, and are no longer the predominant industries they once were. This advancement in the internationalization of business has made way for the most remarkable and dramatic transition in the Jersey economy: over the past three decades Jersey is a financial centre which attracts foreign investors who

8. Taxation in Jersey You'll pay tax on income, goods and services, but there's no capital gains or inheritance tax. The maximum personal tax rate is 20%, and we also have exemption thresholds and a marginal rate of tax to protect people on lower incomes. Goods and services tax in Jersey is low, broad and simple. Resident companies are subject to corporate income tax on their worldwide income. Remarkably, Jersey applies a corporate tax rate of 0% to companies. Only in specific cases, companies are subject to effective corporate income tax rates. A corporate tax rate of 20% applies to (1) utility companies, (2) income and development profits from Jersey real property, and (3) profits realized on the importation and supply of hydrocarbon oil. Financial services companies such as banks are taxed at 10%. .

9. Trade New Jersey is America’s thirteenth-biggest exporter by state behind front-runners including Texas, California, New York and Washington states. The value of New Jersey’s exports equals 2.1% of United States’ overall exported products for 2018. New Jersey’s top 10 exports accounted for 23.1% of the overall value of the state’s global shipments. New jersey’s global shipments during 2018 were Miscellaneous petroleum oils: US$1.2 billion (3% of New Jersey’s total exports), Palladium (unwrought or in powder form): $1 billion (2.8%), Aircraft including engines, parts: $834 million (2.3%), Mid-sized automobiles (piston engine): $828 million (2.3%), Iron or steel scrap: $796 million (2.2%), Beauty, skin preparations: $750 million (2.1%), Jewelry articles clad in precious metal: $744 million (2.1%).

10. Banking in Jersey Jersey is home to 40 banking organisations from the UK, Europe, North America, South Africa, Asia and the Middle East. Many are listed in the top 20 by assets globally. They work alongside trust and company administrators, investment managers, stockbrokers, advisers, a range of fund managers and administrators, the ‘Big Four’ and other leading international accountancy firms, together with some of the biggest names in the offshore legal world.

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