Confidential contact details
This email can only be accessed by Terence Harte and data will be distributed to analysts within our corporation .
​
​
Email: terenceharte@goldenlifeholdings.com
​
Mobile Number: 07843142639
International Mobile Number: 0044 7843142639
Initial Accounting Information
All accounting data must be IFRS or GAAP and preferably certified by an Accountant. If not certified at the initial stage, the accounting data must be certified by an Accountant for full due diligence at a later stage.
​
-
Minimum- 3 years to 5 years of accounting
-
Corporate name, address and registration number
-
Statement of comprehensive income aka Income statement
-
Statement of financial position aka Balance sheet
With assets and liabilities classified as current and non-current.
A separation of administrative costs etc from Cost of Goods Sold (COGS)
-
Number of employees
-
Operating cash-flow
-
Depreciation and Amortization expenses
-
Number of Shareholders and types of shares i.e Ordinary, Deferred, Preference
-
Number of Board-members and a basic sense of their supervisory activities.
-
Any change of ownership clauses or restrictive covenants
-
Any TUPE issues [ Transfer of Undertakings (Protection of Employment) ]
-
Any disputes, litigation or regulatory issues
-
Any orders for administration (not a deal breaker)
-
Any reserves or unusual distributions to Shareholders.
Having any issues that could cause disturbance to your exit strategy and our acquisition of the asset, is not a deal breaker, just another hurdle. However, being aware of them enables us to overcome them.
​
Your business options
-
Some purchase options
​
-
Your exit strategy
​
-
State of your business
Some purchase options
-
Purchase a company with cash funds. Buyer has the negotiation advantage.
​
-
Gain Investors to back buying your business. There is a fiduciary obligation to Investor's opinions and expectations.
​
-
Float a share of the business in a small trading market for share capital. Regulation hoops to be jumped through and very costly.
​
-
Leveraged buyout
A leveraged buyout is one company's acquisition of another company using a significant amount of borrowed money to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company. Can be difficult to understand but usually yields the highest valuation.
​
-
Management buyout
A management buyout is a form of acquisition in which a company's existing managers acquire a large part, or all, of the company, whether from a parent company or non-artificial person. Management-, and/or leverage d buyout became noted phenomena of 1980s business economics. Owner's can feel a sense of not being in control but yields a good valuation.
​
-
Management buy-in
A management buy-in occurs when a manager or a management team from outside the company raises the necessary finance, buys it, and becomes the company's new management. A management buy-in team often competes with other purchasers in the search for a suitable business. Can yield a great valuation, however the incumbent management team usually is replaced.
​
-
Financial Restructuring
Restructuring is an action taken by a company to significantly modify the financial and operational aspects of the company, usually when the business is facing financial pressures. Restructuring is a type of corporate action taken that involves significantly modifying the debt, operations or structure of a company as a way of limiting financial harm and improving the business. Can place the company in a more tax efficient position and assist in an LBO.
Your Exit Strategy
-
Plan your exit
-
Prepare your paperwork and accounts.
-
Your expected valuation?
-
Consider creative forms of financing and that an exit is merely an exchange of cash or cash equivalents for a liability.
-
Always leave room for growth, as it gives the buyer a financial path.
-
Have a team around you that have been empowered to maintain smooth operations while you absorb your exit possibilities.
-
Listen to your Broker by absorbing their knowledge, considering their advice and focusing on what options they bring to the table.
-
Gain tax advice as different exit options have different tax implications. Possibly consider restructuring your company or ownership to be as tax efficient as possible.
-
Consider, with legal and accounting advice, the best and worst possible scenarios. And create a strategy that means the worst scenario is to achieve an exit with a valuation you find acceptable. And that the best scenario, maximises your company valuation.
-
Consider the economic climate and how the expected economic conditions will affect your company?
-
Consider the impact upon your family and social circle?
State of your business
-
Pursuing other opportunities.
-
Distressed business.
-
Retirement.
-
Next of kin have other interests.
-
Tax reasons.
-
Corporate takeover.
-
Additional capital required for expansion or to alleviate financial pressures.
Non disclosure agreement (NDA)
Non-disclosure agreement (NDA) Golden Life Holdings Ltd
DATE
[Date]
PARTIES
1. GOLDEN LIFE HOLDINGS Ltd, a company incorporated in England and Wales (registration number 12510207) having its registered office at 344 - 354 Gray's Inn road, London WC1X 8BP, a partnership established under the laws of England and Wales having its principal place of business at 344 - 354 Gray's Inn road, London WC1X 8BP (the "First Party"); and
2. [[INDIVIDUAL NAME] of [address]] OR [[COMPANY NAME], a company incorporated in [England and Wales] (registration number [registration number]) having its registered office at [address]] OR [[PARTNERSHIP NAME], a partnership established under the laws of [England and Wales] having its principal place of business at [address]] (the "Second Party").
AGREEMENT
1. Definitions
1.1 In this Agreement, except to the extent expressly provided otherwise:
"Agreement" means this agreement, and any amendments to this agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Confidential Information" means the First Party Confidential Information and the Second Party Confidential Information;
"Effective Date" means the date of execution of this Agreement;
"First Party Confidential Information" means:
(a) any information disclosed by or on behalf of the First Party to the Second Party during the Term or at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Second Party (acting reasonably) to be confidential; and
(b) the terms of this Agreement;
"Second Party Confidential Information" means:
(a) any information disclosed by [or on behalf of the Second Party to the First Party during the Term or at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the First Party (acting reasonably) to be confidential; and
(b) the terms of this Agreement; and
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force for 1 year or until an event, upon which this Agreement shall terminate automatically, subject to termination in accordance with Clause 5 or any other provision of this Agreement.
3. Confidentiality obligations
3.1 The First Party must:
(a) keep the Second Party Confidential Information strictly confidential;
(b) not disclose the Second Party Confidential Information to any person without the Second Party's prior written consent, and then only under conditions of confidentiality .
(c) use the same degree of care to protect the confidentiality of the Second Party Confidential Information as the First Party uses to protect the First Party's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Second Party Confidential Information; and
(e) not use any of the Second Party Confidential Information for any purpose other than contractual and internal administration.
3.2 The Second Party must:
(a) keep the First Party Confidential Information strictly confidential;
(b) not disclose the First Party Confidential Information to any person without the First Party's prior written consent, and then only under conditions of confidentiality approved in writing by the First Party.]
(c) use the same degree of care to protect the confidentiality of the First Party Confidential Information as the Second Party uses to protect the Second Party's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the First Party Confidential Information; and
(e) not use any of the First Party Confidential Information for any purpose other than contractual and internal administration.
3.3 Notwithstanding Clauses 3.1 and 3.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors, who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
3.4 No obligations are imposed by this Clause 3 with respect to a party's Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
3.5 The restrictions in this Clause 3 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
3.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.
3.7 Following the termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the other party or within 5 Business Days following the date of termination of this Agreement, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.
3.8 The provisions of this Clause 3 shall continue in force indefinitely following the termination of this Agreement.
4. Warranties
4.1 The First Party warrants to the Second Party that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
4.2 The Second Party warrants to the First Party that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
4.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
5. Termination
5.1 Either party may terminate this Agreement by giving at least 7 days' written notice of termination to the other party.
6. Effects of termination
6.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 6, 7 and 8.
6.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
7. General
7.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
7.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
7.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
7.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
7.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
7.6 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
7.7 Subject to Clause 7.6, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7.8 This Agreement shall be governed by and construed in accordance with English law.
7.9 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
8. Interpretation
8.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
8.2 The Clause headings do not affect the interpretation of this Agreement.
8.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
8.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
EXECUTION
The parties have indicated their acceptance of this Agreement by executing it below.
SIGNED BY Terence Harte, the First Party , duly authorised for and on behalf of the First Party:
........................................
SIGNED BY [[individual name] on [...............], the Second Party] OR [[individual name] on [...............], duly authorised for and on behalf of the Second Party]:
........................................