Introduction toSRLV Corporate Finance LLP

Contents

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Overview .......................................................................................................................................... 3

The Team .......................................................................................................................................... 4

Our Approach ................................................................................................................................... 5

Selected Credentials ......................................................................................................................... 6

Our Services ...................................................................................................................................... 7

Client Citations ................................................................................................................................ 14

Contact Information and Media Resources .................................................................................... 15

Overview

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Established in 2013 and part of SRLV Accountants, a 13 partner firm with a 25 year history and circa 140 staff, located in central London.

Fully integrated corporate finance team covering acquisitions, disposals, MBOs and MBIs, fundraising, business valuations and strategic advice, acting as both buy-side and sell-side advisors. As part of our integrated services, our tax team also provide the relevant corporate and personal tax advice.

Proven track record in a wide variety of mid-market corporate finance transactions across numerous sectors.

We focus on transactions with a typical deal size of £1m - £20m.

We provide partner-led deal leadership to deliver in challenging markets.

Our success and growth has been

achieved by offering a mix of

experience, energy and enthusiasm

EXPERIENCED

AND FORWARD

THINKING

BUYING

AND

SELLINGWe assist clients to prepare business

plans, raise loan facilities as well as

equity investment to help fund their

expansion, acquisitions or disposals

WE

VALUE

PARTNERSHIP

In common with our overall client

service ethos, we seek to work in

partnership with our clients

The Team

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• Robert has a wealth of experience in advising owner-managed companies on all forms of corporate change.

• His areas of expertise encompass advising on business disposals, acquisitions, MBOs and MBIs, fundraising and flotations.

• Robert has worked in venture capital/private equity and investment banking, focusing on M&A and corporate finance.Prior to joining SRLV, he was head of corporate finance at Smith and Williamson and head of lead advisory at RSM Tenonand Moore Stephens.

• He has also served as a non-executive director of several listed and unlisted companies and was treasurer and trustee ofthe Union at the University of Hull.

Robert KidsonPartner

E: robert@srlv.co.ukT: +44(0) 207 079 8898

• Sean has over 8 years of corporate finance experience and qualified as a Chartered Accountant in 2005.

• He spent over 3 years in corporate finance at Morley and Scott (now Menzies) and worked on lead advisory andtransaction support assignments, subsequently joining the corporate finance team at Begbies Traynor Group in 2008,working primarily on accelerated M&A mandates and restructuring assignments.

• Prior to joining SRLV, Sean was an Associate Director at the corporate finance boutique HMT, advising on a wide range ofmandates including disposals, acquisitions and fundraisings.

• Rupak has been with SRLV since 2010, focusing on establishing strong client relationships and understanding theirbusinesses during this period.

• He is a qualified Chartered Accountant and joined the corporate finance team in early 2014, after working in the audit andaccountancy teams.

• He is experienced at working with clients operating in a variety of sectors, including media and entertainment, hospitalityand leisure, property and professional services.

Sean HackemannAssociate

E: seanh@srlv.co.ukT: +44(0) 207 079 8890

Rupak ParekhExecutive

E: rupak@srlv.co.ukT: +44(0) 207 079 8838

Our Approach

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Our priority is to fully understand your personal and business objectives

We recognise the trust you place in our role as your advisors and the importance ofour work for the shareholders and management

A wealth of experience and expertise is at hand to realise the best result throughtimely and strategic advice

Our success is based on our hands on approach and our tenacity in seeing a dealthrough to completion

We value building strong, long-term client relationships

Selected Credentials

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Advised on the sale of Atalink Limited to Metal Bulletin Plc

Acquired by a newly formed company

majority owned by Bowmark Capital

Sale Sale

Advised on the re-capitalisation of IML

Group Plc

Re-structuring

Advised on the disposal of Kirkland Rowell to Granada Learning Limited

Sale

Advised on the acquisition by IG Co

Limited of Music Choice Europe Plc

Public to Private

Advised August Equity on its investment in the £23m buyout of

Hat Trick Media

MBO

MergerCommercial advice

Advised on the £14m sale to Britt Allcroft

Company Plc

Sale

Advised Phoenix on the £62m buyout of

Vivid Imaginations Ltd

Advised on the merger with John Brown

Contract Publishing Ltd

Advised on the sale of the TNT Magazine

Group to Trader Media Group

Sale

Advised management team of Updata UK on

the buyout from its parent company

MBO MBO

Advised on the sale of the company to

All3Media Limited

SaleMerger

Advised on merger between Square One Publishing, Guardian

Media Group and Caledonia Investments

Advised on the sale to VTR Plc

SaleAcquisition

Advised on the MBO of DWS Bodyworks

Limited

Advised on the sale of Southampton Football

Club

Sale

Advised an MBI team on the acquisition of the inkjet and laser cartridge division

MBI

Advised on the acquisition of UK modelling agency

Models 1 by OpenGate Capital

Acquisition

Advised on the accelerated sale of the company to Valco Capital Partners

Accelerated M&A

Advised on the sale of Titan Travel Ltd to

Acromas Holdings/SAGA

Sale

Advised on the investment in the secondary buyout

of Channel Television

Our Services

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•Our corporate finance team has an established track record in advising clients on the complex and challenging process of business disposals.

•We offer a bespoke service to you throughout the sales process. Our objective is to deliver the optimum outcome, which is typically a combinationof price maximisation and a swift sale to your preferred buyer.

DISPOSALS

•MBOs and MBIs are technically and financially complex but pose a great opportunity for management teams to take ownership of and grow abusiness. Our team provides specialist skills and in depth knowledge to ensure the completion of a successful deal.

•We help management teams through each stage of the transaction, ensuring that the right price is paid for the business, with the optimal financialstructure.

MBOs and MBIs

•Whether you require funding for an acquisition, growing your existing business or require more short term working capital funding, the team havethe experience and track record to help you find the appropriate funder or investor.

•We have close contacts with a wide range of financiers and depending on the type of your business, the strength of your balance sheet and the useof funds, we will help you identify the types and likely cost of funding available to you.

FUNDRAISING

•We offer a bespoke approach to identifying and assessing acquisition opportunities and subsequently advising clients through each stage of theacquisition process.

•We start by discussing your aims, ensuring that your strategic objectives are most likely to be achieved through the acquisition you have in mind –then we help you achieve them.

ACQUISITIONS

•The experienced corporate finance team at SRLV offer specialist and professional valuation advice across all industries and types of businesses,ensuring a credible and thorough assessment is carried out.

•Whether you are planning an acquisition, disposal or are in a legal or commercial dispute, our in depth knowledge of the valuation techniquescombined with our commercial approach, can be trusted and relied upon.

BUSINESS VALUATIONS

•Identifying and developing opportunities, while minimising threats are key to the successful growth of a business, especially during challenging times.

•We provide strategic advice on key decisions such as exit strategies, succession issues, organic or inorganic growth, disposals, valuations, fundraising and negotiations with financial institutions.

STRATEGIC ADVICE

Our Services - Disposals / Sell-Side Advisory

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A typical disposal process includes the following steps:

We project manage the entire process from start to finish.

Highlighting strengths and addressing key

issues of the business

Preparing an information

memorandum

Researching and identifying potential acquirers

Approaching potential acquirers

Obtaining and

managing offers

Selecting the preferred acquirer

Overseeing the due

diligence process

Negotiating the best deal

Successfully closing the

deal

Our Services - MBOs and MBIs

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We believe in hands on support for management teams and we use a combination of sector knowledge and a commercial experience to advise on:

Assessing the feasibility of a potential transaction through the initial assessment and advice based on sound evaluation of the target

Preparing a business plan

Helping secure funding from appropriate sources on the most advantageous terms possible for the MBO team

Managing the due diligence process

Negotiating terms with the vendor

Providing tax advice to optimise clients’ personal and corporate tax positions

Liaising with legal advisers and funders

Project managing the transaction to completion

Our Services - Fundraising

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Sources of finance include:

SRLV has a deep network of funding sources. Not only can we help you by preparing a comprehensive funding proposal but we canalso advise you throughout the process of raising the finance to ensure you obtain the best possible finance package.

Although SRLV takes a tailored approach to each client, the processes below are common to most fundraising situations:

Asset based

lendersBanks

Mezzanine funders

Private equity

Capital markets

Assessing the feasibility of your project

Identifying the most suitable

source of finance

Preparing the business plan

Presenting your proposal to the

respective funders and supporting you during negotiations

Our Services - Acquisitions / Buy-Side Advisory

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Not only will we provide practical advice on whether an acquisition is the appropriate course of action for your business, but ifappropriate, we will also source acquisition opportunities for you. Once a selection of targets have been identified and agreed, weare experienced in leading you through the remainder of the transaction to completion.

Our advice covers:

Project managing to a successful completion

Due Diligence

Negotiating with the vendors

Providing independent valuation advice and preparation of a financial model showing your business combined with the target company

Evaluating your preferred target(s)

Assessing the strategic benefits and possible drawbacks of the proposed acquisition

Searching for potential acquisition targets

Our Services - Business Valuations

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Our valuation services comprise:

Our typical process for this service comprises the following:

The valuation of UK and overseas businesses

Advice on valuations specific to mergers,

acquisitions and corporate restructuring

Advice relating to shareholder disputes, divorces, probates and other forms of change

VALUATION REPORT

Blend of valuation

techniques and methodologies

Range of databases and

information resources

Research, information

gathering and validation

Our Services - General Strategic Advice

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Our team also bring with them their creative ideas, professional expertise and a vast contact base.

Strategic development advice includes:

Understanding our clients’ business,

operations and financial

resources

Assisting with board level

strategic issues and decision

making processes

Implementing organic and

inorganic growth

strategies

Exit strategies and succession

planning

Fundraising and negotiation

with financial institutions

Identifying and assisting with the optimum

financial structure

Client Citations

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Citations taken from LinkedIn

“In selling our business Robert provided the kind of calm expertise and honest guidance that you can only get from a trusted friend. Robert cared and it showed”.

Mark Chaplin,Independent Market Research Professional

“Sean helped our company through extremely difficult times. The restructuring process was difficult and Sean's skill and expertise was invaluable”.

Jonathan Hawkins, MDat Littlecombe Park Ltd

“I worked with Robert on a sale or float mandate of a television production company. Robert oversaw the whole process and his guidance, expert advice, creativity, patience, tact and humour were all key elements in bringing this to a conclusion”.

Alan Broach, Partnerat PricewaterhouseCoopers

“Robert was the lead banker advising the Management Team on what ended up being a very lengthy and complicated public to private buy-out. I found him an experienced and wise judge of character, able to accurately predict what others were likely to do across a variety of situations. He was unflappable, calm and professional under pressure and a settling influence for everyone else and multiple times he the demonstrated the highest integrity and professionalism. He was great counsel to me and the transaction overall and gave technically flawless advice”.

Margot Daly, Non-Executive Director, CEO Interim,Change Management, Competition &

Antitrust, Mediator

“As a colleague, a voice of reason and clarity in the Boardroom, independent of thought regardless of internal or external pressures and always committed to the development of the Company. As a financial advisor his knowledge of and contacts in the City, his experience and foresight make him a very valuable force to have on your side”.

Peter Jago, Ownerat IML Group Plc

“Rupak is a very smart, reliable and diligent advisor, has a great can do attitude, is extremely responsive to client needs and pleasant to work with, in addition to being very entrepreneurial and very professional - I very much enjoyed working with him and I highly recommend him”.

Michele Luzi, Directorat Bain & Co.

SRLV, New Bond Street, London

Contact Information and Media Resources

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For more information, please contact us at:

SRLV Corporate Finance LLP

Fifth Floor

89 New Bond Street

London

W1S 1DA

T: +44(0) 207 079 8888

F: +44(0) 207 079 8889

E: general@srlv.co.uk

Visit us at: www.srlv.co.uk

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