Guidance Note: - Due Diligence: Share Purchase/Sale

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1 Guidance Note: - Due Diligence: Share Purchase/Sale This a guidance note for a seller who wishes to start the due diligence process. This note sets out what you need to consider and the kind of documents you will need to make available to a potential buyer. Preamble The Due Diligence process has two main objectives. The first is to provide information to a buyer to enable it to make an informed bid, and thereby to try to prevent price negotiation at a later stage. The second is the use of the Due Diligence information to qualify the warranties that a seller will give to the buyer in the sale and purchase agreement. Generally speaking, the more information supplied at an early stage, the better. Depending upon the volume of data/documentation to be disclosed it is common in larger transactions for the information to be assembled electronically and stored in a file on a server to which prospective buyers are given passcode access. This is called a data room. The amount of information they are permitted to see in the data room can be restricted from buyer to buyer. Data rooms are very useful (and more economic) in particular where the sale is anticipated to proceed by way of an auction process where several potential buyers carry out simultaneous due diligence before confirming their offer. It is usual to hold back from the data room (or conventional paper disclosure, if relevant) documents and information which would give a bidder a commercial advantage in the event that it (bidder) does not end up buying the company. Non-disclosure agreements can be expensive and difficult to enforce. Alternatively, parts of a document provided can be redacted, to conceal commercially sensitive information. It is clearly impractical to provide all commercial information, e.g. all sale and supply contracts. Some contracts which are current at the time of creating the data room will have been fulfilled at exchange, and liabilities and contingencies current at exchange will be taken into account in the completion accounts. So, subject as above, good practice requires the provision of commercial contracts which are:- (a) Long term, and/or (b) Onerous (unprofitable to perform) and/or (c) Not at arms length or with a connected person or company, and/or (d) Material to the business It is important, where any contract is not fully recorded in writing, to provide a summary of practice between the parties. It is also important to think in terms of contracts, as including any commercial arrangements which apply to the company. A buyer of shares will be looking for change of control clauses in commercial agreements where the counterparty may be able to terminate/renegotiate the contract on exchange. A buyer of a business will be aware that it is necessary to transfer/assign all contracts to it to get the full benefit of the business.

2 Corporate Structure Details of the following information in relation to the Company: Articles of association; Accounts and annual returns for the last 5 years; Certificates of incorporation, including any name change; Any current shareholders agreement; Copies of the company s statutory books. A buyer will be particularly interested in the the register of directors and the register of members, to compare these with the public records at Companies House. Chart of the Company s associated companies; Copies of shareholder resolutions passed in the last 5 years; Copies of board minutes of the last 5 years. Note that this may contain sensitive information; A list of the names of the Seller's authorised signatories and the terms of their authority; Details of any insolvency proceedings; A full description of the business of the Company, including the nature of the business and history of the business. Finance and Accounts Audited accounts and any group accounts for the last five years Details of all finance arrangements the Company has: o Details and copies of documents relating to all bank facilities and accounts (including bank statements for the last three years and [I have never seen these put into a data room] copies of all existing mandates) in relation to the business; o Details and copies of documents relating to the current level of overdraft and other borrowings by the Seller from any source in relation to the business; o Details and copies of documents relating to all guarantees, indemnities and comfort letters given by the Seller or by any other party (eg a shareholder or director) in respect of the business; o Details of all loans in relation to the business discharged in the last five years where the Seller was a debtor. Corporate and Commercial Agreements Details and copies of the following information in relation to the Company should be made available: Joint venture agreements the company is party to; Share purchase/asset purchase agreements and ancillary documents (eg Tax Covenants) the company is party to; Material contracts: o Supplier contracts; o Customer contracts and a list of all major customers o Maintenance and service contracts; o Copies of contracts for the sale of any product or service which have more than six months to run or under which any discounts or special terms are being granted to customers;

3 All terms and conditions the company uses, including any web site terms and conditions and any Privacy Policy; Any licences, agency or distribution agreements; All product guarantees and the terms of standard product warranties given by the Com,pany to customers; Any other contracts not covered that the Company is party to; {this is surely OTT] Details of any negotiations of material importance to the Business that are currently in progress. Business Assets (excluding real estate) Plant, Machinery and Equipment; o Details of all fixed and current assets; o Up to date inventory; o Any asset registers. o Any hire purchase, lease or other contracts for the plant, machinery and equipment; o Any recent valuations of the plant, machinery and equipment. Stock: o Up to date inventories and work-in-progress schedules of present stock; o Is any of the stock imported? If so, need details of import quota restrictions and licences for each type of products and whether this has ever been exceeded. Motor Vehicles: o Details of each motor vehicle owned or hired by the company; o Log books; o Insurance policies. o Any hire purchase, lease or other contracts on the vehicles Real Estate A schedule of the company's properties showing (among other things): o the rights benefiting the properties; o third party rights to which the property is subject; o current use; and o a short description and details of all leases, tenancies or licences held or granted by the target company, including any relevant service charge accounts. Details of plans of each property to enable searches to be carried out, or, in certain circumstances, up to date searches carried out by the sellers; Details of any recent valuations of the properties; Any surveys of the properties; Details and copies of any leases, rent deposits, and similar ancillary documents; Details of any mortgage, debenture or charge affecting the properties; Details and receipts for all outgoings (including, but not limited to, rates, service charges, expenses, rent and mortgage payments) for the properties; Details of any leases to which the Company has been a party, which have not expired, but which the Company has assigned, and may have a residual liability if the assignee goes bankrupt. Employees

4 Details and copies of the following for all employees and consultants working at the Company, including: Contracts of employment; Wage agreements/recent pay awards; Profit-related pay; Pensions; Car and other benefits; any collective recognition and consultation requirements. This information should be anonymised to avoid any data protection issues. Create a list of anyone who is working for the company but who is not employed or engaged by them and works for another company (e.g. secondment or agency workers); Create a list of key workers. As well as the above, this needs to include their notice period, whether they are subject to any restrictive covenants and whether there are any change of control provisions in their contract of employment; Copies of all management service contracts; Details of any employees who have given in their notice; Details and evidence of any existing or potential employment claims (e.g. breach of contract, unfair dismissal, equal pay or discrimination); Details of any previous TUPE transfers that may have affected anyone employed by the Company; A copy of the staff handbook. Pensions If applicable, details of the pension scheme the Company provides to its employees. A list of employees who have taken up the pension scheme. Intellectual Property Details of all registered and unregistered intellectual property the Company has (e.g. trademarks, designs, patents, copyright, any rights in computer software, manuals, logos, brand names etc) Details of all domain names and evidence they have been registered; Details of all registered and unregistered intellectual property the Company is uses under a licence; Details of any intellectual property that is shared with another company in the group/subsidiary; Details and evidence of any challenges or disputes to intellectual property owned or used by the company and evidence of such challenges/disputes; Details of any prospective or alleged infringement by a third party of intellectual property owned or used by the company; Details of all agreements with providers of software and hardware, particularly any web design and support contracts, and contracts to supply bespoke software. A buyer will be concerned to see that the Company owns/has been assigned all copyright and other intellectual property in such contracts. Computer Systems and Data

5 Copies of all agreements relating to the supply, financing, maintenance and support of the computer system. Any software licences and equipment leases; Details of any computer software the company owns; Any third party software licences or equipment leases; If applicable, details the Company has breached the terms of any software licence. Litigation Particulars of any existing or threatened arbitration or litigation or any other proceedings or disputes which the Company is involved in; Details of any judgments affecting the Company or its assets. Insurance Details (i.e. copies of insurance policies) for the following: All insurances relating to the property; Premises insurance; Professional indemnity; Directors insurance; Product liability insurance. Claims record Consents and Compliance All consents, licences, permits, exemptions and/or concessions the Company is required to have in order to carry on their business. Health & Safety Copies of all health and safety reports, audits and any other assessments relating to the business and property; Copies of all health and safety permits, manuals, log books and records; Any details of complaints, enforcement action or legal proceedings threatened or taken by any regulatory authority or employee in respect of any health and safety matter. Tax Copies of the last agreed tax computations relating to the company and details of the status of tax returns and computations for later periods, including confirmation that all tax due has been paid on time. Details of and copy correspondence in relation to outstanding enquiries by HM Revenue & Customs (HMRC) or other fiscal authority in relation to the company's tax affairs. Details of any dispensation or other special arrangements agreed with, or concessions made by, HMRC or other fiscal authority in relation to taxation, including pay as you earn (PAYE). Details of the last PAYE audit and any matters arising in connection with it. Details of the target company's value added tax (VAT) registration. Details of the last VAT control visit and matters arising from it, including details of any outstanding VAT matters and disputes. Details of transfers of capital assets to the company from the seller within the last six years, and of any claims for rollover relief by the company or any other company in the same group.

6 Details of any tax losses carried forward from earlier years, whether capital or trading, and whether or not they have been agreed with HMRC, details of any surplus advance corporation tax within the target company, details of any change in the nature, scope or extent of target company's trade or business and details of any surrenders of group relief made by or to the target company in the last six years or proposed to be made. Copies of any report on tax or related matters prepared in relation to the company during the last three years. Details of any reorganisation of the company's share capital carried out after 5 April Details of any disputes involving the company with, or investigations by, HMRC or other tax authority that were not settled at the last accounts date, and any likely disputes or investigations. Details of transactions involving the company for which HMRC or other tax authority consent was or could have been applied for. Details of expenditure since the company's last accounts date which may not be tax deductible. Details of any tax indemnities or covenants which exist in favour or in respect of the company's tax liabilities.

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