Maximising the value of your business: Insights and Best Practices. 21 May 2015 The Runnymede-on-Thames Hotel

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1 Maxiising the value of your business: Insights and Best Practices 21 May 2015 The Runnyede-on-Thaes Hotel

2 Welcoe agenda 08:20 Maxiising value, ore than just about the nubers Ian Barton, HMT LLP 08:40 Maxiising the value of your business: tax iplications Holly Bedford, HMT LLP 09:00 Enhancing operational efficiency to axiise value Fabrice Rodrigue, BIE Executive 09:20 Panel Q&A 10:00 Close

3 Maxiising value, ore than just about the nubers Ian Barton, HMT LLP

4 Market overview Transactions in id arket on increase supported by iproved funding appetite Deal volues increased by 2% in 2014 copared to 2013 showing steady and continued confidence Iproving arket sentient generally reflected in confidence surveys of CFO s Election results likely to support volues, rather than spike of Entrepreneur s Relief now Both corporate and institutional buyers are highly active following several years of uncertainty. Recession has ade businesses' ore robust Best deals have always got done, and ore better perforing businesses now Businesses ade lean during the recession now seeking inorganic growth too. Banking arket is there for transactions although pricing is higher, appetite is strong Alternative funders (ABL s, HNW clubs etc) have becoe ore prevalent Transaction ultiples have increased and vendors expectations reain within buyer s funding paraeters proving to be best year for soe tie to be disposing of businesses just see sales being ade by PE houses even the IPO arket has been re-opened for bigger opportunities 4

5 Successful processes Preparation, control and anticipation Why acquirers win auctions? Strategic Rationale Highest bidder Last an standing What akes a successful process? Knowing what you want Certainty of delivery Control, anticipating flexibility first best opportunity to sell 5

6 Controlling the controllable Being prepared to anage an effective process Transaction and arket onitoring Coercial and strategic analysis and review Financial reporting procedures and accounting policies KPI analysis Manageent succession Positioning for sale Historical Financial Analysis Data roo support Forecasts Regulatory and Governance Tax review and structuring SPA and working capital support IT systes 6

7 Migrating your business fro a successful enterprise to a sellable copany Exit strategies are not just about the nubers V A L U E D E L I V E R E D Scarcity/ IP Profitability growth Industry growth Copany Size Low arket share Custoer concentration Recurring revenues Scalability Independence Manageent tea 7

8 What you need fro your financial adviser Getting the deal done Expertise & Relationships Ability to extract value Process & Control Copetitive tension Credibility & Flexibility One size doesn t fit all Knowledge & Insight Knowing when to negotiate and when to agree A great deal is worth our advice 8

9 Contact Ian Barton Partner Contact Phone Eail Ian is a lead advisory partner with soe 20 years experience of leading transactions and providing corporate finance advice. Ian spent 20 years at Deloitte and for alost 10 years prior to joining HMT built and led their South East corporate finance advisory business as a partner. His focus is supporting UK id arket and owner anager businesses either sourcing investent and acquisitions or enabling exit strategies and axiising value across a range of industry sectors. Ian also works extensively with private equity houses and has lead several of the region s ost prestigious transactions, winning Thaes Valley Deal of the Year in both 2007, 2011 and being noinated every year since the awards began. In the last 12 onths Ian has advised on the MBO of Intuitive, HMT s first 100+ deal being the sale of Swift Worldwide Resources to a US private equity house, the refinancing of Southern Counications, the MBO of seisic consultancy fir The EPI Group, the disposal of Friarwood Ltd and the MBO of Acal Enterprise Solutions Ltd back by NVM Private Equity, as well as winning the 2013 Blake Lapthorn Poker Tournaent! In 2014, Ian was voted Corporate Finance Adviser of the Year at the Thaes Valley Deals Awards. Ian is a keen sports fan ore watching than participating and has rekindled his enthusias for football in recent years being a lifelong Manchester City fan.

10 Maxiising the value of your business: tax iplications Holly Bedford, HMT LLP

11 Tax Traps and Planning on a Disposal

12 What are you selling? Copany Shares Corporate Trade and Asset Sales A Subsidiary Copany 12

13 Sale of Copany Shares 10% rate of tax with Entrepreneurs Relief (ER) Can we go hoe now? 13

14 Bear Traps Losing ER: 28% rather than 10% Incoe tax rather than CGT: Up to 45% plus NIC 14

15 CGT Entrepreneur s Relief a quick recap 10% rate of tax on first 10 of lifetie gains Conditions selling shares: 5% of voting rights and ordinary share capital (noinal value) for 12 onths, and eployee or director for 12 onths leading up to disposal, and EMI option holders <5% Pitfalls copany has been a trading copany, or holding copany of a trading group, for at least a 12 onth period in last 3 years 15

16 What a I getting? Iediate Cash taxed up front Deferred cash taxed up front can you fund the tax? Cash earn-outs a value that is taxed up front with later adjustents. ER issues Buyer s shares or loan notes. Autoatic tax free rollover unless election ade. ER issues. Exaple: Sale in Jan Tax bill on 31/1/17 Iediate Cash 500,000 Deferred cash 100,000 Paid March 17 Loan note 100,000 Redeeed June 17 and 18 Shares 50,000 Earn out? % of PBT above hurdle. March 18 and

17 Bear traps? Losing ER Do you qualify for ER at all? Buyer shares and loan notes elect to disapply Earn- outs, No ER on additional aounts taxed in future Incoe Tax or CGT? Earn outs and continued eployent Partial exits: Transactions in Securities Eployent Related Securities. Disposal for ore than arket value 17

18 Transactions in Securities Very wide ranging for close copanies. Where a tax payer has a tax advantage CGT rather than incoe tax. Partial exits where the copany has reserves that it could use to pay a dividend HMRC counteract and tax as a dividend to the extent the copany has reserves available Advance clearance fro HMRC. Safe harbour 25% 18

19 Reinvesting in Buyer / MBO Autoatic Tax-free rollovers on shares and loan notes Disapplying the tax free rollover for ER purposes Reinvesting in Buyer / MBO Transactions in Securities incoe tax issues Eployent Related Securities and S431 elections incoe tax issues 19

20 Pre-sale Planning ER Share Rights ER Spousal Transfers ER Trading Status Pre-sale Planning Deal Structuring Asset Extraction Pre- Sale HMRC Advance Clearances Subsidiary deerger. HMRC attitude? 20

21 What you need fro your tax adviser Getting the deal done Expertise & Relationships Specialist tax skills and deal experience Process & Control Integrated tax and CF advice Adaptability & Flexibility One size doesn t fit all Knowledge & Insight Knowing how to deal with HMRC A great deal is worth our advice 21

22 Contact Holly Bedford Tax Director Contact Phone Eail Holly is a director and transactional tax specialist with over 20 years tax experience. Holly qualified in 1994 with Arthur Andersen in London and following 2 years in Corporate Tax, oved to Ernst & Young to specialise in International Tax. She returned to Arthur Andersen in 2000 and was seconded to the USA to work in International Tax in Chicago. Holly returned to the UK in 2006 and joined HMT to specialise in transactional tax. She has gained extensive experience, working on a broad range of acquisitions, buy outs, disposals and capital restructurings. She has also advised on the ipleentation of eployee share incentive schees and a variety of personal tax planning issues covering incoe tax, capital gains tax and inheritance tax. Holly has recently advised on several transactions including the MBOs of Veritek Global Ltd and Jellyfish Solutions, the acquisition of Oki-Ni Ltd by French group Meninvest SAS, the disposals of Keltec Ltd, The History Press Inc. and Green Board Gae Copany. Holly has 4 children and 2 badly behaved dogs. When not dealing with their deands she is a dedicated coffee drinker and is working towards her black belt in karate.

23 Enhancing operational efficiency to axiise value Fabrice Rodrigue, BIE Executive

24 About BIE BIE provides advisory and recruitent services for clients across a wide range of sectors, including UK Plc s, ultinational corporations, private copanies and private equity backed businesses. Advisory Recruitent Solutions Prograe Initiation Prograe Turnaround Prograe Delivery Ad-Hoc Capability Provision Functional Expertise Executive Leadership Tea Financial Manageent Huan Resources Supply Chain & Procureent

25 What Issues are you facing? People Processes Technology

26 How do you iprove operational efficiency? When does it apply? SPOT INTERVENTIONS: Initially an experienced resource to help define NEED and build capability as appropriate 1. Independent business review. External validation of current business 2. Planning and execution. Translating vision and strategy in delivery ters 3. Cost reduction/ cost transforation. Ruthless delivery and realisation of identified benefits 4. Efficiencies and standardisation. Specialist skills to drive out cost and inefficiencies for value creation 5. Integration. Realising synergies fro integrating ultiple business acquisitions and / or infrastructure

27 Efficiency prograes intervention options Mobilisation and paraeter definition for transforation prograes Benefits Experienced resources Cost-effective solution Hand-picked tea Prograe de-risking External intervention for prograes which are off pace External delivery capability and subject atter expertise for effective delivery Capacity, bandwidth and specific skillsets on deand

28 Benefits of intervention support 1. Additional Delivery SME. Proven track record to bolster existing anageent tea skillset and capability to accelerate value creation (i.e. safe in traffic) 2. Pedigree of candidates. Exceptional breadth and range of experience fro top tier consultancy firs and industry 3. Flexibility and tailored solution. Interventions tailored to progress at the pace and capability of the incubent anageent tea 4. Sustainability. Provision of tools and techniques geared to ebedding continuous iproveent

29 Contact Fabrice is an accoplished Prograe Transforation delivery director with 17 years experience with top tier professional services firs such as Ernst & Young, Atos-KPMG, Chaucer Consulting and Accenture. Before joining BIE, Fabrice led, shaped and delivered a nuber of coplex large scale transforation prograes, across the whole lifecycle (fro scoping through to go live). In addition to his background of process, technology and change, he brings additional experience in supply chain and procureent. He is able of offering insight and expertise to clients who are looking for an alternative solution to consultancy-led business transforation so that they can retain control of their project and create a lasting legacy within their business. Fabrice Rodrigue Head of Advisory Services Contact Phone Eail fabrice.rodrigue@bie-executive.co He has led prograes for organisations across a wide range of blue chip organisations and sectors such as National Grid, the MoD, NatWest, Sainsbury's, BP, Caterpillar and Ericsson to nae but a few. Fabrice has French and British nationality. He is a keen traveller who enjoys discovering new countries and is also holds a black belt in Tae Kwon Do

30 Contact Richard was appointed to the Board in October He spent 35 years with Ernst & Young LLP, becoing Managing Partner of UK & Ireland and a eber of both the EMEIA Board and Global anageent group. Richard is a Fellow of the Institute of Chartered Accountants in England and Wales and works extensively with growing businesses. Richard King Non-Executive Chairan Contact Eail Richard.king@bie-executive.co He is Chairan at Corac Group and the Grass Roots Group Plc, Non-Executive Director of Allocate Software plc, an advisory partner at Rockpool Investents LLP, and he is on the advisory board of Frogore Property Group. He is also Chair of Trustees for the Willow Foundation, a charitable organisation for seriously ill children and adults.

31 Contact Ben has over ten years of recruitent experience across Business Transforation prograes. He is a specialist interi anageent provider with a passion for change anageent and has worked on assignents with any copanies fro FTSE 100 to SMEs. Ben works in partnership with organisations going through ajor change. He builds a partnership with copanies by understanding their change agenda, what works well within the organisation and culture, where there are skill shortages and knowing when people need to be engaged on the prograe. With this detailed knowledge he creates a Flexible Talent Pool. This group of pre-screened people ensures an efficient and effective recruitent process tailored specifically to the needs and culture of an organisation. Ben Hawkins Executive Director Contact Phone Eail ben.hawkins@bie-executive.co Using an interi Flexible Talent Pool ensures that you work with people who not only get the job done, but are able to transfer appropriate skills to your organisation. This transfer of knowledge ensures a legacy of delivering transforation prograes. Ben was part of the MBO tea taking BIE into private ownership.

32 Contact Rob is well known in the City for his successful business and arket leadership in the ever-changing recruitent industry. He founded Walker Haill in London in 1989 and built it into an international recruitent business with an exceptional reputation for delivery aongst blue chip clients. Subsequently, Rob co-led the float of Iprint plc in 2001 the first start-up recruitent copany to float on AIM. Rob Walker CEO Contact Phone Eail In Septeber 2006, he joined the Hexagon board as nonexecutive Chairan, and following a anageent restructure in Septeber 2009, assued operational leadership of both the Cornhill Partnership, forerly Hexagon Huan Capital PLC, and BIE Executive. In May 2013 he led the MBO taking BIE into private ownership.

33 About the presenters HMT LLP is one of the leading independent advisers in the UK, advising on all aspects of corporate finance transactions as well as providing specialist audit, tax, and outsourcing advice to support entrepreneurs build and protect value. HMT is a finalist for Independent Fir of the Year South East at the British Accountancy Awards Ian Barton is a anaging partner at HMT LLP with 20+ years experience of leading transactions and providing corporate finance advice and is the Corporate Finance Adviser of the Year at the 2014 Thaes Valley Deal Awards. Holly Bedford is a director and transactional tax specialist with over 20 years tax experience BIE provides advisory and recruitent services for clients across a wide range of sectors, including UK Plc s, ultinational corporations, private copanies and private equity backed businesses. Fabrice Rodrigue is an accoplished Prograe Transforation delivery director with 17 years experience with top tier professional services firs such as Ernst & Young, Atos-KPMG, Chaucer Consulting and Accenture

34 Questions and Answers 34