1. “BUYERS AND SELLERS” What they really really want......

2. My own background... Recruiter Manager Director Chief Executive and also Since 1996 ‘Chief Scout’ M&A Pertemps/Network Group Holdings PLC Involvement in over 40 completed acquisitions High St. staffing - International search businesses Reviewed over 400 businesses for sale

3. Company Background... Pertemps Ltd and Network Group Plc have merged ‘Network’ has delisted from AIM Our stated intention is to grow from just under £500 million to £1 billion turnover in the next 5 years 50% of our growth will be targeted acquisitions Mainly specialist staffing some selected high street particularly in South East

4. What does a ‘Seller’ look for…

6. Sellers want... Obviously a good price £££ !!? A ‘good home’ for the business they have built up A future for their staff To feel they have been treated fairly

7. They may also want.. Continued involvement for a handover period An immediate exit A ‘White Knight’ to ride to their rescue in the event of financial distress Investment in their business and a partial sale

8. What they are not so keen on.. Complicated deals Long ‘earn outs’ A.I.M listed all share transactions ‘paper’ Deferred consideration Excessive costs on professional advisors Feeling ‘sellers remorse’

9. What they should have (in an ideal world) Good advisors a knowledgeable lawyer and competent accountancy firm A firm idea of what they want from the deal. Often the buyer can be ‘guided’ by the seller The ability to see the ‘wood from the trees’ the deal with the most ££’s may not be the right one for them or their company Pragmatism... Being realistic on the pricing of their businesses in the market conditions they are hoping to sell in

10. Things to look out for? Try not to let the process of selling distract you from running your business Don’t get carried away with racy valuations.. A business after all is only worth what a buyer will pay The ‘devil’ is always in the detail, don't overlook the importance of getting good advice on the contact (Sale & Purchase Agreement)

11. “The Buyer…”

13. What a buyer mostly looks for: Not to look back and felt they have paid too much Strategic fit.. Either an entry into a new market, geographic location or as a useful bolt on to an existing operation Occasionally to buy a business or perhaps invest in a business to acquire or back an exceptional management team A bargain due to a quick sale required for personal circumstances or financial distress

14. They also probably want (in an ideal world) A profitable business or one that can become so reasonably quickly Has good secondary management or an influential junior director that wants to stay with the business A deal that is reasonably simple as they hate paying too many ££’s in legal and professional fees as much as sellers A business that is relatively easy to integrate

15. How does all this happen? Good advisors Sensible pricing Patience Communication & Transparency

16. So in summary..

17. The Buyer... Will want a business they can integrate. Without too many problems That has talented second tier management That is attractive not just on price

18. The Seller... Should be as flexible as possible in terms of deal structure Be aware that a headline valuation maybe not the most attractive Not to let the sales process distract them from running the business and it loosing value Make sure they have good Advisors

19. Any questions?