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Published by The Allbiz Deal Room, 2022-08-16 06:04:42

Description: Furniture rentals

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1 l Information Memorandum

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BUSINESS SNAPSHOT 3 COMPANY OVERVIEW Business Description: An established, leading Sydney property styling business for sale. Specialising in premium property styling across Sydney’s Lower North Shore and Northern Beaches. This company has developed an incredible lifestyle brand and loyal following over the past 4 years, offering flexible hours and an attractive work/life balance. Potential to achieve rapid growth in the business across all services through a focus on establishing relationships with a broader base of Real Estate Agencies and through the addition of a focused marketing strategy. Services : Property Styling + Pre-sale Consultations + Removals Established: 2016 FINANCIAL OVERVIEW MORE DETAILS FY2020 (Draft) FY2019 FY2018 Details: $371,317 $356,700 ▪ Two owners working in complementary roles in the business with a small team of junior stylists Sales Revenue $393,115 +4% +123% and removalists % change on previous year +6% $174,401 $195,326 ▪ Run from stylish 280 sqm office/warehouse premises on Sydney’s Northern Beaches ▪ Well respected brand that works closely alongside clients with excellent opportunities to cross-sell Adjusted Profits to Owners $191,607 services MARKETING AGENTS ▪ Premium stock library curated to the value of $320,000 by Interior Designers ▪ Immaculate low kms 3.5t Pantech Truck + Hyundai Van, complete with pristine branding. ▪ Complete quoting templates for styling jobs, contracts for styling and removals customers. ▪ Extremely thorough business operations manual to ensure successful WIWO handover. Method of sale: The business is for sale – offers in the region of $300,000 3

4 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: 1. The Ravensbourne Company Pty Ltd ABN 48611184671 (Document Writer) or Mentored Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allsales or any of its officers, employees or consultants (“we, us”) 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. 2. 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. 3.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. 4.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. 5. We are not valuers and 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. The Information must not be reproduced, transmitted or otherwise made available to any other person without our prior consent. 4

5 CONDITIONS OF ISSUE OF MEMORANDUM 1. 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 2. 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. 3. 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. 4. 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). 5. 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. 6. 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. 7. 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. 8. The Company and the Consultant reserve 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. 9. 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. 10. 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. 11. 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. 12. 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. 5

6 PURPOSE OF THIS DOCUMENT Trio Style Co. Pty Ltd have decided to sell Trio Style Co. and have appointed Mentored Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allsales to be the communication avenue for this process. This confidential Information Memorandum (\"Memorandum\") has been prepared for selected parties with a preliminary understanding of the business of Trio Style Co. and to assist the recipient of the Memorandum (\"Recipient\") in making their own independent appraisal of Trio Style Co. 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 by Trio Style Co. Pty Ltd or Mentored Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allsales. 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 the prior written consent of Trio Style Co. Pty Ltd. 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 Trio Style Co. On request, the Recipient will promptly return all material received from Trio Style Co. Pty Ltd, and Allsales, including this Memorandum, without retaining copies. All projections in this Memorandum have been prepared by Trio Style Co. Pty Ltd 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 Trio Style Co. Pty Ltd. Allsales has not independently verified the projections. 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 Mary Hervir as detailed over the page. All contact between the Directors and employees of Trio Style Co. and prospective purchasers will be arranged by Mary Hervir. Under no circumstances should prospective purchasers contact management or staff of Trio Style Co. 6

CONTENTS 3 7 4 7 BUSINESS SNAPSHOT 5 DISCLAIMER 6 CONDITIONS OF ISSUE OF MEMORANDUM 8 PURPOSE OF THIS DOCUMENT 10 THE OPPORTUNITY 19 BUSINESS PARTICULARS 22 CURRENT LOCATION & PREMISES 23 STAFFING 26 FINANCIALS 27 OPPORTUNITIES MOVING FORWARD 29 REASON FOR SALE & HANDOVER SALES PROCESS

THE OPPORTUNITY 8 THIS IS AN OPPORTUNITY TO ACQUIRE A YOUNG AND THRIVING LEADING SYDNEY PROPERTY STYLING BUSINESS – TRIO STYLE CO. Established in 2016 and specialising in premium property styling across Sydney’s Lower North Shore and Northern Beaches, this company has developed an incredible lifestyle brand and loyal following with desirable work/life balance offering flexible hours. The business has been built with a comprehensive branding platform and has formed strong relationships with a handful of key Real Estate Agencies, who bring clients to the business. In addition, the business receives direct referrals and approaches through word of mouth, with ample room for rapid revenue growth in this key part of the property industry. The business also has an additional removals service with the opportunity to offer highly profitable income. While still a young business, Trio Style Co. has seen exceptional revenue growth since inception and the owners have made significant investment in branded vehicles, premises and a $300,000+ inventory of styling stock, which is warehoused in the company’s premises in Brookvale. This sale presents an exciting opportunity suitable for a Husband/Wife Duo, friendship group, renovators or design graduates who want to take their styling passion into a well-established thriving business. It would also be an excellent bolt-on business acquisition for Real Estate Agents wanting to drive further sales and capitalise on existing and future market listings by offering a complete Concierge Service to their vendors. Seamlessly run with solid and reliable procedures in place, the business allows anyone to confidently step into the role as owner. This business is for sale – offers in the region of $300,000. 8

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10 BUSINESS SUMMARY – COMPANY TIMELINE ESTABLISHED: EMPLOYEES EXPANSION SERVICES EXPANSION - Trio Style Co. is created in Aug 2016 - Addition of 2 casuals and driver/logistics - Introduction of removals services - $10,000 branding and photography manager - Warehouse and logistics improvement investment - $65,000 stock, plant and equipment actions systems - $127,000 stock, plant and equipment asset investment - $41,000 stock, plant and equipment asset investment - Purchase of company truck asset investment on FY2020 2016 2017 2018 2019 2020 PREMISES GROWTH TOP 10 in SYDNEY BUSINESS SALE - Move into larger premises - Trio Style Co. is named in the - Trio Style Co. is offered to the - Purchase company van Top 10 Home Stagers in Sydney market - $132,000 in stock, plant and equipment asset acquisition 10

BUSINESS SUMMARY 11 11 KEY SERVICES Property Styling ▪ One bedroom full style = $2,500 - $3,800 ▪ Two bedroom full style = $3,800 - $4,600 ▪ Three bedroom full style = $4,500 - $6,500 ▪ Four bedroom full style = $6,000 - $9,000+ Pre-sale makeover consult ▪ One-hour onsite consult = $280 ▪ Additional hours = $175/hr Removals ▪ 3.5-tonne truck, all equipment, 2 men ▪ Flat rate of $140/hr depot to depot

12 BUSINESS DETAILS COMPANY MISSION Style + Create + Deliver To be market leaders in the property styling and staging sphere, working directly with our clients to create exceptional return on investment and experience. To deliver in form and function each and every time! We don’t simply stage properties for sale, we create and sell a lifestyle that people fall in love with. 12

13 BUSINESS DETAILS POINTS OF DIFFERENCE ▪ As a boutique company with in-house stock and logistics, Trio Style Co. is agile, which allows for quick turnarounds, larger profit margins and high-quality control over stock. A tight, small team ensures exceptional communication and a personalized experience for all clients. ▪ The business also assists clients with their pre-sale make overs, specifically made for sale. The Trio Style Co. tried-and-tested property updates are budget-friendly, offer the best return on investment and appeal to a broad range of buyers. ▪ Rounding off the trio of services is the logistics and removals service which can be offered both pre-style, post-style and for the clients’ final move into their new property. ▪ This collection of related services has enabled the business to smoothly cross-sell its offerings and thereby maximise the revenue and profit across each job, as well as providing a personal and tightly managed process for the client. 13

BUSINESS DETAILS (Cont.) 14 14 MARKETING/BRANDING Trio Style Co. comes with a full suite of marketing tools such as : ▪ A crisp, clean, professional website showcasing the business’s work – this has been professionally designed to maximise impact ▪ Cohesive branding across website, Instagram, Facebook, flyers, business cards, vehicles, premises etc ▪ Promo property styling video (to value of $3,500) ▪ Comprehensive collection of professional photography ($15,000 value) In addition, the removals arm of the business has branding that works in conjunction with Trio Style Co. and has its own collection of : ▪ Professionally shot and edited teaser and promotional videos ▪ Flyers ▪ Business cards ▪ Info sheets ▪ Social media accounts The introduction of a comprehensive marketing strategy could lead to considerable revenue growth for this young business which has thus far received excellent organic growth through referrals, word of mouth and exposure through the use of social media.

BUSINESS DETAILS (Cont.) 15 15 BUSINESS ASSETS & EQUIPMENT Trio Style Co. is being sold with a considerable selection of assets, which include : ▪ Styling Inventory o Included in the sale is a premium stock library curated at a cost of $320,000 by Interior Designers with the capacity to style up to 30 properties at one time. Smaller stock items include: complete scope and different sized accessories, table + floor lamps, lamp shades, bedding linen, accent + base cushions, throws, and foliage. o Larger stock assets include: Single, Double and Queen complete beds, bedside tables, bedheads, ottomans, 2 + 3 seater sofas, armchairs, coffee tables, side tables, buffets, entertainment units, consoles, dining chairs and tables, outdoor dining + lounge furniture, floor rugs and complete range of artworks. o All styling stock assets are owned outright and ownership will transfer to new owners ▪ The owners have made considerable investment in the stock, which has been chosen for its classic properties and should therefore not require a substantial update in the short to medium term.

BUSINESS DETAILS (Cont.) 16 16 BUSINESS ASSETS & EQUIPMENT ▪ Vehicles ISUZU NPR 200 TRUCK o 203,264 km o Make/Model: ISUZU N SERIES Year: 2011 o Purchased: June 2018 o Purchase Price: $34,500 o Additionals: Fully branded in company logo and contact information. Fitted out specifically for Furniture Removals with interior bracing, tie- downs, pads, trolley and on/off ramp. New battery fitted March 2020. Always served at local Isuzu Truck Servicing. HYUNDAI iLOAD o 30,151 km o Make/Model: 3S LIFTBACK TQ SERIES II (TQ3) MY1 Year: 2017 o Purchased new in August 2017 o Purchase Price: $39,375 o Currently under finance. Finance to be paid out upon settlement. o Additionals: Fully branded with company logo. Window tinting, safety cage and rubber matting. Only 30,000km on odometer. Always serviced at local Hyundai service centre.

BUSINESS DETAILS (Cont.) 17 17 BUSINESS ASSETS & EQUIPMENT ▪ Other items o Professional, comprehensive website and multiple well- utilised social media accounts o All marketing, branding and promotional materials (mentioned on Page 14 o Premium professional removals quilted pads and tie downs o Dolly, trolley o Complete tool kit o Mobile phone, plus number, plus Square mobile payment set-up o Walk-behind forklift (no license required) o Industrial Dexion and Colby warehouse racking o Industrial long-span shelving o Lightweight long-span shelving o Linen protective bags o Packing materials o Office materials o Trio branded work shirts ▪ The new owner will acquire a considerable base of assets and IP to enable a smooth transition of ownership.

18 BUSINESS DETAILS (Cont.) THE BENEFITS OF THIS BUSINESS Trio Style Co. is a wonderful lifestyle opportunity for a buyer. This business has a wide range of very attractive attributes : ▪ It is a young business but one where the initial set-up and establishment has been completed, allowing new owners to walk in, enjoy the work and plan for the next steps in the company’s lifecycle and the direction in which they would like to see it move ▪ The Northern Beaches location is not only a wonderful lifestyle and property location but is also a part of Sydney with a strong community focus. Many clients want to work with local companies and support these industries where possible. Brookvale is at the centre of the current client base which allows for shorter travel times and a smooth process for installs which are generally within a short distance of the warehouse. ▪ The business has worked hard to build strong client relationships. The beauty of this small business is that you have face to face interaction with the potential client in the beginning and this gives you the opportunity to cross-sell additional services and let clients feel that the business is working hard on their behalf to understand their needs. Clients really appreciate a boutique company that can stand alongside them in the journey to make them feel more comfortable in selling their asset. This in addition has pushed many of our quotes to transfer into active jobs. ▪ The business has a well-built and curated stock variety with items that work in both full and partial styling installations. The partial styling installations are a critical element of the business and having stock that can be easily integrated into a client’s current interior is a huge asset. ▪ The potential for growth within this industry is outstanding with the stock and assets that Trio already hold. This includes the ability to work in small and large-scale homes across Sydney and not just on the beaches, while offering unlimited removals services to the clients moving out and the new owners moving in. The opportunity just keeps on giving when it comes to the access you have to a group of clients on each sale – it is rare to have a business with such easy opportunities to cross-sell extra services. ▪ Businesses that offer lifestyle flexibility, in an enjoyable and creative industry are rare and this presents a prime opportunity to acquire one such business which is just starting to flourish and grow. 18

CURRENT LOCATION & PREMISES 19 19 Trio Style Co. occupies warehouse premises in Brookvale, on Sydney’s Northern Beaches. Brookvale is ideally located to provide easy access across the entire peninsula that makes up Sydney’s Northern Beaches and down to the wealthy suburbs of the North Shore. The current premises : ▪ 280sqm immaculate fully branded warehouse in a securely-gated complex ▪ Professional, high-stacking industrial racking and padded boards styling stock protection ▪ Electric, walk-behind forklift and full-height electronic roller door ▪ Dedicated truck loading-bay and 5 parking spots ▪ Light-filled mezzanine office area with comfortable and stylish breakout area and two toilets Lease details : ▪ Existing lease with expiry of October 2020 and 1x3-year option ▪ Base rent = $5,348.69 incl GST per month (rent is on half-rate at present due to COVID-19) ▪ Fixed annual rental increases of 3% ▪ Security deposit of 3 months’ gross rent ▪ Wonderful landlord with flexibility around negotiation of a new lease

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CURRENT REACH 21 21 Servicing Sydney’s North Shore Trio Style Co. is based on Sydney’s Northern Beaches and at present services six key Real Estate Agents which are based in Neutral Bay, Mosman, Manly and Avalon. The business also receives clients through direct enquiries, Instagram, referrals and the company website. Its location allows the business to easily service the North Shore and Northern Beaches area and beyond. There is ample scope for the business to directly approach new agencies within its direct reach, before targeting agencies farther afield. The current agencies have provided a broad base of work but the potential for growth in Sydney is enormous, particularly as property styling continues to grow in popularity due to the wealth of home renovation TV shows and their influence on consumer tastes and expectations.

22 STAFFING Owner 1 - Styling operations: ▪ Direct liaison with clients and agents, responsible for quoting, Business Owners x 2 curating jobs, styling installs and pick-ups. Drivers/Removalists x 2 Junior Stylists Owner 2 - Back of house operations: ▪ Weekly invoicing and payroll, employee administration, all Additional Contractors business administration (including accounts payable) and (number varies according marketing. ▪ Additional styling work when required. to needs) The current owners have divided the roles as above as this suits their working styles, but new owners can divide operations as they see fit. The styling working week is generally 40-50 hours a week across which is across the owners and junior stylists on-site during busy weeks. Employees are paid $25-$35/hour depending on their role. A note on current staffing during COVID-19: ▪ For ease, the owners have recently engaged an external removals company to sub-contract the removals labour - a driver and off-sider in an on-need basis. ▪ In addition, the owners have chosen not to employ any junior stylists during this COVID-19 period. 22

FINANCIALS – P&L SUMMARY 23 FY2020 (Draft) FY2019 FY2018 COMMENTS: $ $ $ The financials shown here have been provided by the TOTAL INCOME 393,115 371,317 356,700 owners of the business with FY2019 and FY2018 being from the financials provided by the accountant. FY2020 OPERATING EXPENSES 379,205 369,148 310,948 are draft financials from the accounting software These have been adjusted to eliminate non-operational NET PROFIT 13,910 2,169 45,752 costs that may appear in the financials, but which are not true running costs to the business. A purchaser ADJUSTMENTS: 83 83 70 should seek independent financial advice and ask for Borrowing expenses 73,909 79,992 60,017 further details, prior to making an offer. Depreciation 241 55 Donations 3,071 295 • The business has a track record of strong revenue Entertainment 1,678 2,262 5,392 growth even in the short time since it was established Interest expense 98,408 88,404 81,030 Owner salaries & super 307 1,436 2,770 • The total revenue from FY2019 to FY2020 has grown Staff amenities 15% Total adjustments 177,697 172,232 149,574 • These financials show the net profits to the owner ADJUSTED PROFIT TO THE OWNERS 191,607 174,401 195,326 each year if the owners were not drawing a salary but 49% 47% 55% relying on the business profits alone • The business has hit an impressive level of revenue with its small pocket of agent connections. This revenue can achieve rapid growth with new owners establishing further agent and client relationships. • Demand for Service has seen a solid 3-year stock investment, well in-excess of $320,000. All stock has been curated by interior designers ensuring it will last through trends and continue to be a good return on investment as it will not need to be updated in the short term. 23

FINANCIALS - SALES 24 24 Total Revenue by Year $356,700 $371,317 $393,115 $400,000 FY2019 FY2020 $350,000 $300,000 $250,000 $159,713 $200,000 $150,000 $100,000 $50,000 $- FY2018 FY2017 COMMENTS: • Sales have grown year-on-year since inception • Revenue has grown 15% from FY2019 to FY2020

25 EXPENSES BREAKDOWN TOP 5 BUSINESS EXPENSES FY2020 % OF REVENUE Low Value Assets 33% Staff salaries/super 19% Rent 14% Insurance Costs 5% Motor Vehicle expenses 4% 25

26 OPPORTUNITIES MOVING FORWARD This is a healthy small business which is run profitably and efficiently. As a young business, there are excellent opportunities for growth. These include : • Targeted marketing to bring on board new agencies and grow the client base o Direct marketing to new agencies across the Northern Beaches and North Shore to add to the existing client base will rapidly grow revenue. The business has established branding and ample examples of its work to showcase ability and offering o As the business has so far grown organically with little marketing spend, there is a good opportunity to put together a more comprehensive marketing strategy that could assist in driving brand recognition and growth across Sydney • Cross-selling across each new job o Ensuring that the removal services are offered to the clients on each and every styling consult/service will ensure the maximization of revenue with each and every project • Expansion into online retailing of styling furnishings and artwork o As the business has access to wholesale products and pricing and warehouse storage, the introduction of an online store, linked to the growing Trio Style brand would be an easy sideways move for the business • Further service offerings o There are plenty of opportunities for further cross-selling by offering additional pre-sale services such as organising and supplying trades • Expansion of the removals arm of the business o Adding to the fleet of vehicles and promoting this aspect of the business in conjunction and also separately to the styling services could add a profitable and growing revenue stream. 26

REASON FOR SALE & HANDOVER 27 27 The current owners are extremely proud of the brand, business operations and industry + clientele following and they have created with Trio Style Co. Design is most definitely a passion of theirs and they wish to channel this into other areas such as businesses focusing on residential + commercial interior design + architecture + editorial and brand styling. As proud creators, the duo behind Trio Style Co. wish for it to continue to flourish by the new owners and for Trio Style Co to remain market leaders in the property styling sphere. As such, both directors are happy to sign a 5-year restraint agreement to not compete against Trio Style Co property styling + removals business. Along with two weeks of training by the current owners, the extremely thorough business operations manual will ensure a highly successful Walk-In, Walk-Out handover to new owners. The business manual includes all aspects of administration, quoting, curating and styling aspects for installs and pick-ups to run seamlessly. Training will also include introduction to a highly-informative national stylists support group. All listed tangible assets and IP assets will be handed over at the conclusion of the sale of the business.

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29 SALES PROCESS Mentored Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allsales, (hereafter referred to as the \"Consultant\"), has been appointed to manage the communication process for the sale of Trio Style Co. (hereafter referred to as the \"Company\") and as such represents the interests of Trio Style Co. Pty Ltd and/or shareholders (hereafter referred to as the \"the Director(s)\") in dealing with prospective purchasers relating to the sale process and the offers received. 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 1. Submission of a written indicative offer; 2. Deposit of 10% 3. Completion of detailed due diligence; 4. Submission of a formal unconditional offer; and 5. Signing of a contract of sale (sale agreement) and completion within a relatively short period following submission of the formal offer. 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 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: a) Full name of purchasers and name and details of contact for correspondence and further information; b) Background information on the prospective purchaser and their business; c) Details of the legal and beneficial ownership and control (direct or indirect) of the prospective purchaser; d) Confirmation that the purchaser will acquire the business trading entity and the net assets it employs; e) 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; f) 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; g) Any other additional information that the Consultant would reasonably require and reasonably expect to receive for the purpose of considering the indicative offer and in, 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; 29

30 SALES PROCESS • 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 h) 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% 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. The deposit is held in the Mentored Business Sales trust and is fully refundable until contracts have exchanged, unless agreed by the parties. 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. Step 4: Submission of final formal offer Upon completion of final due diligence, the purchaser is expected to confirm their offer in writing. 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. 30


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