Benefits of Making Business in Saint Vincent & the Grenadines | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN SAINT VINCENT & THE GRENADINES 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 SAINT VINCENT & THE GRENADINES WWW.MERGERSCORP.COM

4. Country Overview The multi-island country of St Vincent and the Grenadines is home to La Soufriere, an active volcano which last erupted in 1979. Of the many islands and cays that make up the Grenadines, Mustique, Palm Island and Union Island are haunts of the rich and famous - offering yachting, diving and fine beaches. Efforts are being made to diversify the economy away from bananas. Tourism is said to have great potential and the construction of an international airport has been under way. Saint Vincent and the Grenadines, island country lying within the Lesser Antilles, in the eastern Caribbean Sea. It consists of the island of Saint Vincent and the northern Grenadine Islands, which stretch southward toward Grenada. These playgrounds are worlds away from the many Vincentians who are without jobs. High unemployment has prompted many to leave the islands. Like other countries in the Windwards chain, St Vincent and the Grenadines has tried to reduce its reliance on banana exports.

5. Executive Summary The state of Saint Vincent and the Grenadines is in the Caribbean, 1,600 miles southeast of Miami and 100 miles from Barbados. Saint Vincent and the Grenadines consists of a group of 18 small islands, of which the biggest is Saint Vincent, with the capital, Kingstown, which has a natural deep-water harbour. Saint Vincent is a lush volcanic island, just 18 miles north to south and 11 miles wide; the climate is tropical. Fought over for nearly a century by the French and British, sovereignty of Saint Vincent and the Grenadines was settled on the British in 1783. Now Saint Vincent and the Grenadines is an independent parliamentary democracy, with a legal system based on common law. The currency is the Eastern Caribbean Dollar (EC$) which is linked to the US$ at an exchange rate of 2.7 EC$ to 1 US$ (2006), and is managed by the Eastern Caribbean Central Bank with headquarters in St. Kitts. The population of the islands was estimated in 2012 to be around 103,500, and is static. The Offshore Finance Authority (now renamed the International Financial Services Authority) was created by Parliament to institute a new system to manage, direct, control and supervise the offshore financial services industry in Saint Vincent and the Grenadines.

6. Introduction – Doing business in St Vincent & the Grenadines St Vincent and the Grenadines is ranked 130 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of St Vincent and the Grenadines remained unchanged at 130 in 2019 from 130 in 2018. Saint Vincent and The Grenadines is an independent and politically stable jurisdiction. Business Companies in St. Vincent have one of the simplest and straightforward registration procedure and one of the lowest incorporation and maintenance costs worldwide. Requirements for a BC are minimal. No minimum paid-up capital required, the company may be incorporated with a sole shareholder and a sole director and annual general meetings are not mandatory. BCs are allowed to issue registered shares, with or without par value, with voting or non-voting rights. Shareholders and directors’ details of an IBC are not filed in any public registry.

7. Conducting business in St Vincent & the Grenadines The key features of a St Vincent and The Grenadines Company Registration are: Favorable incorporation laws which are inexpensive to comply with •No minimum level of share capital required •No details of shareholders or directors are displayed on any publicly accessible register •Information on the beneficial owner(s) is confidential and not sub mitted to the registrar •Shareholders (members), Directors (managers) and Officers may reside anywhere in the world •Companies may be formed with as few as one director who can also act as shareholder •The incorporation process can take as little as 24 hours.

8. Taxation in St Vincent & the Grenadines Income tax is levied on all persons whose chargeable income is more than EC$18,000 per annum. Rates range from 10% to 32.5%. There is no capital gains tax. A Value Added Tax (VAT) was introduced on 1 May 2007. The introduction of VAT replaced the five different consumption taxes, which were charged at rates of up to 55%, with one tax at a standard rate of 15%.Although the standard rate is 15%, there is a reduced rate of 10% for hotel accommodation. In addition to this, some commodities - including cars, petrol products, alcohol and cigarettes - are subject to an Excise Tax (at varying rates). National Insurance (social security) Contributions are payable from salary up to EC$51,996 per annum at the following rates. Foreign nationals working in Saint Vincent and The Grenadines are subject to the same tax rate as nationals.

9. Trade Saint Vincent and the Grenadines is the 170th largest export economy in the world. In 2017, Saint Vincent and the Grenadines exported $258M and imported $372M, resulting in a negative trade balance of $113M. In 2017 the GDP of Saint Vincent and the Grenadines was $785M and its GDP per capita was $11.7k. The top exports of Saint Vincent and the Grenadines are Special Purpose Ships ($100M), Petroleum Gas($76.1M), Wheat Flours ($10.5M), Passenger and Cargo Ships ($4.5M) and Coated Flat-Rolled Iron ($4.32M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($30.7M), Jewellery ($16.7M), Poultry Meat($10.9M), Cars ($8.75M) and Wheat ($8.39M). The top export destinations of Saint Vincent and the Grenadines are France ($101M), Jordan ($76.1M), Sudan ($15.7M), Barbad os ($8M) and Saint Lucia($6.85M). The top import origins are the United States($125M), Trinidad and Tobago ($50.4M), the United Kingdom ($24.9M), China ($20.6M) and Italy ($17.2M).

10. Banking in St Vincent & the Grenadines Saint Vincent and the Grenadines is a well-known and respected offshore banking jurisdiction with the high protected secrecy. Saint Vincent and the Grenadines is which financial sector remains an important pillar of its economy, with banking taking its lead. Saint Vincent and the Grenadines banks offer a full international banking platform, with multi-currency accounts as well with online banking. Saint Vincent and the Grenadines also offers prepaid credit card services for both corporate as well as private bank accounts.Our company does not offer assistance with opening bank accounts in Saint Vincent and the Grenadines at the present time. We work hard to offer you alternative options. Besides, Saint Vincent and the Grenadines companies have advantage applying Banks in other banks such as Private Pacific Bank (in Vanuatu), MauBank and BankOne (in Mauritius), Heritage Bank and Caye Bank (in Belize).

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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