‘Creating Value using Finance: an advisor’s view’ Background - what we do/landscape Funding - types and issues to think about Preparation and planning Case studies Q&A: open forum

Introducing M3 Corporate Finance (M3 CF) Background Large gap in the smaller end of the SME market for an ‘integrated fund raising and transaction support service’ to offer a ‘large deal service’ to smaller transactions Individuals involved operate in complimentary sub sections of the finance marketplace Brings together varied technical and operational backgrounds

Who is M3 CF ? Team of 7 experienced finance professionals Complementary skills include: Founder of a corporate finance boutique Wide experience of transactions from both inside and outside a business Qualified accountants Corporate bankers and financiers Practical experience of running businesses Corporate Finance Academic and strategic management

What does M3 CF do ? Fund Raising Process Management Fund raising for all sizes and stages of business development (£50k - £10m) Equity, debt, asset finance, cash flow Process Management Transactional and project management (lead advisory) MBI programme Services can be provided on a mutually exclusive basis

CF Marketplace Landscape Typical Advisor Characteristics Tier 1- top ten accountants with CF units in house Tier 2- secondary accountants with smaller CF units Boutiques Others- consultants and general business accountants Typical Advisor Characteristics Interest in larger fund raising and deals and charge high associated fees One off transaction focus with little interest in ongoing relationships Narrower, or no direct business or technical experience in the team

Why use M3 CF ? Unique service to a specific target market Smaller transactions of core focus Wider offering than just pure Corporate Finance Finance raising for all types of requirements Strategy and planning support Lead advisor work Wider range of relevant experience Operated in CF market establishing a boutique Tier 1 qualified accountants and financiers Experience in transactions and fund raising on the company side of the fence Relationships focussed - important for re-occurring income

How we operate Consultancy approach Day rate and fees on deliverables Success fees- % of deal Retainers

Funding- options/issues Debt : Secured- asset backed (ABL),own/business Cash flow backed- multiplies Covenants-gearing/interest/performance Equity: Types- angels/MBI/VC Returns

Planning Budgets Sensitivities Assumptions Due diligence Revenue and return focussed

Case studies The start up CCTV – IP Sector Experience Contractual sales £50k. Budget £0.5m Private money/bank loan/DTI Growth through dilution/acquisition

Case Studies The MBI- why? Cash investment? How much? Leveraged buy out- ABL debtors/stock/assets- mortgage Cash flow – filling the goodwill EV £3m. Sales £8m, EBIT £500k Secured borrowing £1.8m Deferred £0.5 Cash flow £0.7m

Q&A Questions/Comments