Sample Digital IM (various biz info)

BUSINESS INFORMATION MEMORANDUM THIS DOCUMENT CONTAINS PRIVATE & CONFIDENTIAL INFORMATION RELATING TO: WIDGET BIZ AUSTRALIA

BUSINESS INFORMATION MEMORANDUM No of Employees 15 Return to Owner/s $500k Total Investment $1.5m + 300k (SAV) This confidential Information Memorandum (\"Memorandum\") has been prepared for selected parties with a preliminary understanding of the business and to assist the recipient of the Memorandum (\"Recipient\") in making their own independent appraisal before preparing an indicative non- binding offer. The Memorandum does not purport to be complete or contain all of the information which a prospective purchaser may require. No representation or warranty is made (or will be made in any sale agreement) as to the accuracy, reliability or completeness of any information contained in this Memorandum. The Recipient agrees by receiving this Memorandum that it shall not copy, reproduce or distribute to others this Memorandum, whether in whole or in part, without prior written consent. Further, the Recipient of this Memorandum will keep permanently confidential all information contained herein not already public and will use this Memorandum only for assessing purchase or investment in the business. On request, the Recipient will promptly return all material including this Memorandum, without retaining copies. All projections in this Memorandum have been prepared for internal use and are for illustrative purposes only. They do not constitute, and should not be regarded as, a representation that the projected results will actually be achieved or that the underlying assumptions are valid. The projections are subject to uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the business. All currency amounts are expressed in Australian dollars unless otherwise stated. All inquiries in connection with this Memorandum or the sale process in general should be directed to the contact named on the front page of this document. Under no circumstances should prospective purchasers contact management or staff of the business.

Confidential Business Information Memorandum DISCLAIMER The information contained in this Information Memorandum and any other verbal or written information given in respect of the property (“Information”) is provided to the recipient (“you”) on the following conditions: We make no representation, warranty or guarantee, that the Information, whether or not in writing, is complete, accurate or balanced. Some information has been obtained from third parties and has not been independently verified. Accordingly, no warranty, representation or undertaking, whether express or implied, is made and no responsibility is accepted by us as to the accuracy of any part of this, or any further information supplied by or on our behalf, whether orally or in writing. All visual images (including but not limited to plans, photographs, specifications, artist impressions) are indicative only and are subject to change. Any measurement noted is indicative and not to scale. All outlines on photographs are indicative only. The Information does not constitute, and should not be considered as, a recommendation in relation to the purchase of the business or property or a solicitation or offer to sell the business or property or a contract of sale for the business or property. You should satisfy yourself as to the accuracy and completeness of the Information through your own inspections, surveys, enquiries, and searches by your own independent consultants, and we recommend that you obtain independent legal, financial and taxation advice. This includes as to whether any listing price is inclusive or exclusive of GST. We make no comment as to value of the business or property. “Sold/leased” designations show only that stock is “currently not available” – not that the business or property is contracted/ settled. If you require a valuation we recommend that you obtain advice from a registered valuer. The Information does not and will not form part of any contract of sale for the business or property. If an interested party makes an offer or signs a contract for the business or property, the only information, representations and warranties upon which you will be entitled to rely will be as expressly set out in such a contract. Interested parties will be responsible for meeting their own costs of participating in the sale process for the business or property. We will not be liable to compensate any intending purchasers for any costs or expenses incurred in reviewing, investigating or analysing any Information. We will not be liable to you (to the full extent permitted by law) for any liabilities, costs or expenses incurred in connection with the Information or subsequent sale of the property whatsoever, whether the loss or damage arises in connection with any negligence, default or lack of care on our part. No person is authorised to give information other than the Information in this Information Memorandum or in another brochure or document authorised by us. Any statement or representation by an officer, agent, supplier, customer, relative or employee of the vendor will not be binding on the vendor or us. To the extent that any of the above paragraphs may be construed as being a contravention of any law of the State or the Commonwealth, such paragraphs should be read down, severed or both as the case may require and the remaining paragraphs shall continue to have full force and effect. You may not discuss the Information or the proposed sale of the business or property with the vendors or with any agent, friend, associate or relative of the vendor or any other person connected with the vendor without our prior written consent. We accept no responsibility or liability to any other party who might use or rely upon this report in whole or part of its contents. The Information must not be reproduced, transmitted or otherwise made available to any other person without our prior consent

Confidential Business Information Memorandum CONDITIONS OF ISSUE This Memorandum is supplied on the following conditions, which conditions are expressly accepted and agreed to by the Recipient, in part consideration of the supply of the Memorandum, as evidenced by the retention by the Recipient of this document. If these conditions are not acceptable, the Memorandum is to be returned immediately. This Memorandum does not purport to contain all of the information that may be required to evaluate an acquisition of the Company and any intending purchasers and their respective advisors should conduct their own independent review, investigations and analysis of the Company and of the information contained or referred to in this document. Neither the Director(s), the Company, the Consultant, and the partners and employees of the Consultant or their respective subsidiary or associated companies or businesses, shareholders, directors, partners, offices or employees (collectively the \"Beneficiaries\") makes any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained in this Memorandum or subsequently provided to the Recipient by any of the Beneficiaries including, without limitation, any historical financial information, the estimates and projections and any other financial information derived there from, and nothing contained in this Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Except insofar as liability under any law cannot be excluded, the Beneficiaries shall have no responsibility arising in respect of the information contained in this Memorandum or in any other way for errors or omissions (including responsibility to any person by reason of negligence). The estimates and projections contained in this Memorandum involve significant elements of subjective judgement and analysis which may or may not be correct. There are usually differences between forecast and actual results because events and circumstances frequently do not occur as forecast and these differences may be material. The Recipient, any intending purchasers and their respective advisors should make their own independent review of the relevant assumptions, calculations and accounting policies upon which the estimates and projections are based. The Beneficiaries may in their absolute discretion, but without being under any obligation to do so, update or supplement this Memorandum. Any further information will be provided subject to these terms and conditions. This Memorandum including any update or supplement to this document does not and will not form part of any sale agreement that may result from the review, investigations and analysis of the Company by the Recipient, and intending purchasers and/or their respective advisors. Any agreement for the sale of the Company will contain any and all information, representations and warranties upon which he Recipient or any other intending purchaser should rely. The formal sale agreement will also contain an acknowledgment by the Recipient that it has not relied on any representations or warranties by any of the Beneficiaries in entering into the sale agreement other than any representations and warranties set out in the sale agreement itself. The Company reserves the right to evaluate any offers and to reject any and all offers submitted, without giving reasons for rejection. The Beneficiaries shall not be liable to compensate the Recipient or any intending purchasers for any costs or expenses incurred in reviewing, investigating or analysing any information in relation to the Company, in making an offer or otherwise. The information in this Memorandum is provided to the Recipient only as a matter of interest. It does not amount to a recommendation either expressly or by implication with respect to the purchase of the Company The information in this Memorandum may not be appropriate for all persons and it is not possible for the Beneficiaries to have regard to the investment objectives, financial situation and particular needs of each person who reads or uses the information in this Memorandum. Before acting in reliance on the information in this Memorandum the Recipient should check its accuracy, reliability and completeness and obtain independent and specific advice from appropriate experts. By accepting a copy of this Memorandum, the Recipient agrees that it shall not contact or discuss the Company, the contents of this Memorandum or any other information supplied to the Recipient as contemplated hereby or any proposal concerning the Company arising out of this Memorandum with any officer, employee, supplier, customer, licensor, franchisee or associate of the Company without the prior consent of the Shareholders which may be given by the Consultant. This Memorandum and further information which may be supplied as contemplated hereby are supplied on the terms set out above and on the terms contained in a confidentiality agreement entered into by the Recipient, the terms of which incorporate the above conditions, and which contain restrictions on the use of the information, its disclosure and on the conduct of the Recipient subsequent to the recipient thereof. The Recipient acknowledges the foregoing and it is hereby agreed that the terms of the confidentiality agreement are incorporated into, and forms part of, these conditions.

Confidential Business Information Memorandum TABLE OF CONTENTS Business Overview 02 Business Summary 03 A word from the Owner 04 Competitive Advantage 05 SWOT Analysis 06 Structure and Key People 07 Profit Results 08 Sales Process 09

Confidential Business Information Memorandum 2. BUSINESS OVERVIEW This information memorandum provides an analysis of the business for sale known as Widget Biz Australia. The business is a well-established with a strong presence in both Australia and Outside Australia. The business began by specialising in product training widgets for clients/working products and gradually branched out from there. Now, the business offers a comprehensive range of products and services, and widgets that range from products and service widgets, and accessories to widgets, widget doors, devices and also a broad range of general widget accessories under the Widget accessories Australia brand. The business has distribution agreements for the Product and Services widget brands and also stocks a range of other brands, including products under its own brand names. The business has been growing and developed so that it has a broad client base and an array of revenue streams – wholesale, retail, online sales and has a digital strategy with multiple websites and social media handles. The largest client accounts for around 7% of revenue. The business has mature operations within NSW, and the owners have a contingent of experienced staff and excellent management in place who run the business day to day. The business brand is well-known in the industry and has a reputation for expertise among in our industry and working circles due to its long-term commitment The business has a solid book of assets included in the sale with vehicles, several registered company names, many domain names and much more. The business has acquired other businesses along the way, such as Widget Accessories Australia, which is one of many possible future growth areas for the business. This is a business that would suit an enthusiastic owner(s) who either has experience in the industry of widgets or a retail/wholesale background and a passion for learning. The owners are selling for health/retirement reasons and are keen to see the business succeed and hence will offer flexible handover and transition opportunities to the purchaser to ensure his runs smoothly. In addition, the owners can provide thorough procedure manuals and documentation and have experienced staff who will be able to support a new owner.

Confidential Business Information Memorandum 3. BUSINESS SUMMARY Key Information Summary No. of employees 15 Total revenue FY2019 2,500,000 FY2019 profit to owner/s $500,000 Main assets/equipment 2 x faulk lift, 7 x vehicles, 2 x trucks, POS system Lease term/options 8 yrs + 10yr option Working or non-working owner/s 1 x part time working owner Business sale price $1.5m + SAV  Plus stock $300k Plus other Enter details Plus other Enter details

Confidential Business Information Memorandum 4. A WORD FROM THE OWNERS Sample Business To Whom it may concern, My wife, Paula and I, are very proud of how far we’ve come in our time at ABC Logistics. We never had much experience in the industry but what started as something very small delivering refrigerated goods with one van turned into a bigger opportunity. We are regrettably offering this business to the market, but due to family health reasons, we are unable to focus at all on our business. We really need some time off to focus on another priority right now. This is a fantastic opportunity for a people person with somebody with a common-sense attitude that understands the importance of customer service. It’s not complicated to learn and I am happy to spend a couple of months training the incoming owner. Paula usually worked 10 hrs a week doing administrative work whilst I ran the logistics and customer service side. I spent around 30 hrs per week in the business. It really is a great price for a fantastic opportunity and really is recession proof with huge opportunities to expand interstate. Sincerely, Mike and Paula

Confidential Business Information Memorandum 5. COMPETITIVE ADVANTAGE Key Points Long established in both Australia and Outside Australia with largest market share in the industry. Strongest brand with widest range of widgets and accessories. Growth and investment into tech and range has out stripped the competition thus keeping its stronghold in the industry. Multiple domains, sites, and routes to market have ensured broad client and revenue base Best value for money offering with widest range. Good quality without the premium price tag. Investment into overseas manufacturing has decreased COGS and ability to offer better pricing. PRODUCT QUALITY Little A Busy B INFERIOR SUPERIOR PRICING COMPARABLE MORE EXPENSIVE INFERIOR INFERIOR SERVICE INFERIOR INFERIOR PRODUCT OR SERVICE RANGE IMPORTANT NOTE: This table shows that Little A is an inferior product, service and product range compared with Widget Biz Aust. Busy B has a superior product quality but at a much higher price tag without the range or service we provide.

Confidential Business Information Memorandum 6. SWOT ANALYSIS Strengths Leading brand in the industry with 18 years’ experience and operations in Australia. Strong presence developed through the clever use of multiple technology platforms. Expertise to a broader range of widget products/brands High barriers to enter the industry The strategic acquisition of complementary businesses / brands /domains Weaknesses This is a business that requires an involved owner and the investment of time. Growth in the online arena takes constant SEO and online marketing to retain cut- through and top search status Major client reliance / limited resources Contracts go to tenders / Key person reliance Opportunities There are numerous opportunities such as new products with the key brands (e.g. Product), Developing a new website and/or mobile app in order to grow online presence Automation of processes through technology Leveraging the Widget Accessories Australia brand further and expanding No or limited marketing at present / Additional marketing via social and google Ads. Threats Changing technology in the area which requires evolving product lines and vigilance with regards to new offerings Emerging competitors. Changing regulatory environment / widget from cheaper products/brands and overseas com widget the widget/working product market

Confidential Business Information Memorandum 7. STRUCTURE AND KEY PEOPLE The Company Structure The business is under the following corporate entity: Business name Pty Ltd as trustee for the Family Trust Staffing The business owners both work in the business Both owners are based in the Sydney office. One owner manages the accounting/bookkeeping and administration duties for the business, assisting where and when required. The second owner works in the factory/ sales. There are an additional 10 Full Time staff members working across key roles: . Sales Rep . Admin/Dispatch/Sales x 2 . Field Rep/Sales . Sales Rep – Widget Accessories Australia . Service Technician (and Sales) . IT & Online (AU

Confidential Business Information Memorandum 8. PROFITRESULTS Trading Results Normalised Actual Actual Actual 2019 2020 2018 Total Sales/Revenue 1 $1.7m $2m Total Sales/Revenue 2 $250k $500k Cost of Goods Sold $600 $800k Gross Profit $1.35m $1.7m Expenses $450k $500k Rent $450k $550k Wages $100k $150k Other Other $1m $1.2m Total Expenses $350k $500k Net Profit PLUS ADD BACKS Associated Wages to Owners $0000 $0000 Other addbacks $0000 $0000 Total Return to Owners $0000 $0000 *Important Notes: Owners part time wage is a necessary expense in the business and has been included in the wages. 

Confidential Business Information Memorandum 9. SALE PROCESS Further detailed information and access to the business and its management team will only be provided to those parties who establish a strong and genuine interest to proceed with an acquisition of this size and nature. To that end we anticipate that the sale process will involve: Steps in the Process Submission of an indicative offer; Deposit of 10% of the agreed sale price to be held by the sellers agent/solicitor; Completion of final due diligence; Signing a final terms sheet; and Signing of a contract of sale (sale agreement) and completion within a relatively short period following signing of the terms sheet, usually within 14 days. Discussion will be held with short-listed parties during the due diligence period to verify and resolve sale preconditions and the terms and conditions set out in the proposed contract of sale. Step 1: Submission of a written indicative offer Prospective purchasers who have executed a Confidentiality Deed and substantiated their capacity to proceed with the proposed transaction will be provided with this information Memorandum. Prospective purchasers are required to submit in good faith an indicative offer. Such offers will not constitute an offer binding the party but will form part of the basis on which prospective parties will be short listed. Parties are expected to have performed some or all due diligence prior to submitting an indication offer. The Director(s) seeks a written indicative offer from prospective purchasers which must contain the following: Full name of purchasers and name and details of contact for correspondence and further information; Background information on the prospective purchaser and their business; Details of the legal and beneficial ownership and control (direct or indirect) of the prospective purchaser; An explanation of the means by which the proposed transaction is to be funded which substantiates the prospective purchaser’s capacity to proceed with a transaction of the size and nature contemplated; Details of the level of approval that has been obtained in submitting the indicative offer (e.g. Board, Chief Executive) and all additional internal or external (including regulatory) approvals (e.g. Board, shareholder, FIRB, trade practices) which would be required prior to entering into an unconditional binding sale agreement; Any other additional information that the Consultant would reasonably require and reasonably expect to receive for the purpose of considering the indicative offer and, prospective purchasers should specify: - any material commercial or financial assumptions that underlie the indicative offer; any circumstances which, if varied, would cause the prospective purchaser to vary the price or conditions of the indicative offer; any facts or circumstances relating to the recipient that may impact on the successful assignment of material contracts or impact on the successful fulfilment of any other conditions; and any critical timing issues; and Any special or specific due diligence matters that the prospective purchaser will require information on if they proceed to the due diligence phase. Step 2: Deposit a minimum of 10% of agreed sale price A minimum deposit of 10% of the agreed sale price, including stock is required to commence final due diligence and to produce a final sales agreement. Step 3: Completion of Due Diligence Prospective purchasers who submit acceptable indicative offers and a deposit will be short listed and invited to undertake a final due diligence review of the Company. The due diligence process will include access to any additional information concerning the Company as required, and access where appropriate to business directors or senior management. Prospective purchasers are required to submit written requests for further information or access to management.

Confidential Business Information Memorandum 9. ... CONT. Step 4: Signing a terms sheet Upon completion of final due diligence, the parties agree to sign a terms sheet containing the final agreed terms which will be provided to the sellers lawyers to prepare the formal sales agreement. Step 5: Formal sale agreement It is envisaged that discussions in respect of the proposed sale agreement will be held during the due diligence period to clarify and resolve the material terms and conditions to be included in the formal sale agreement. The formal sale agreement will contain: The only representations and warranties on which a purchaser can rely; and An acknowledgment by the purchaser that it has not relied on any representations or warranties by the Company or the Consultant in entering into the sale agreement, other than the representations and warranties set out in the sale agreement. Responsibility for Costs The Director(s), the Company and the Consultant and their respective officers, employees and representatives are not liable to reimburse or compensate any party or any of their representatives for any costs or expenses incurred by any party or its representatives in conducting their review and evaluation of the proposal, submitting an expression of interest or detailed proposal, making an offer or otherwise in connection with the proposal. Decision on Sale The Director(s) reserve the right to evaluate any expression of interest, detailed proposal or offer in connection with the Company submitted by any party and to reject any or all of them without giving reasons for rejection. No party is entitled to the basis of the Director(s) decision to accept or reject any expression of interest, detailed proposal or offer. The Director(s) may at any time have discussions or negotiations with any party or any other interested parties to enter into an agreement or agreements with any one or more of them in relation to the proposal without giving reason for so doing or any prior notice to any or all interested parties. The Director(s) is not under any obligation to accept an offer submitted by any party or any other person. The Director(s) may accept an offer from any party without attributing a reason.

Confidential Business Information Memorandum THANK YOU AND CONTACT Thank you for taking the Representatives: time to read this Accountants Information Memorandum. Solicitors Brokers If you have any questions, please see the contact information provided opposite.