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Example Information Memorandum

Published by The Allbiz Deal Room, 2023-07-15 09:48:32

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“The Business” Business Memorandum Confidential Contact Details Allbiz Business Sales & Business Consulting [email protected] 1800 858 696

Welcome to “The Business” Business Sales Memorandum Employees 10 Established 2001 Statement of Confidentiality $1.2mPrice for 100% Partnership option available IMPORTANT NOTICE TO BUYERS: ALLBIZ HAS BEEN ENGAGED TO ASSIST THE VENDOR IN THE SALES PROCESS AND NOT AS THE AGENT OR BROKER. THE ROLE OF THE ALLBIZ DEAL ROOM IS TO MANAGE THE ADVERTISING AND BUYER PROCESS, ENSURE ALL BUYERS SIGN THE APPROPRIATE CONFIDENTIALITY AGREEMENTS AND ADHERE TO THE SALES PROCESS. Information Memorandum for Example Business

3 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 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 000 000 000 (Document Writer) or Allbiz Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbiz Business Sales and Acquisitions 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, specific productions, 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 Information Memorandum for Example Business

4 Conditions of Issue 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 Shows 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 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. 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 implied 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. o Information Memorandum for Example Business

5 Purpose of this Document Business as Trustee for the Family Business have decided to sell the business assets and the business OFFSHORE Ltd. As such have requested the Allbiz Deal Room Pty Ltd (ABN 56 630 339 150) to be the communication medium for this process. This confidential Information Memorandum (\"Memorandum\") has been prepared for selected parties with a preliminary understanding of the business of The business and The business OFFSHORE Ltd and to assist the recipient of the Memorandum (\"Recipient\") in making their own independent appraisal of The business and The business OFFSHORE Ltd 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 the Example Enterprises Directors or Allbiz Deal Business Sales Services Pty Ltd (ABN 56 000 000 000) trading as Allbiz Business Sales and Acquisitions. 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 The business and The business OFFSHORE 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 The business and The business OFFSHORE Ltd . On request, the Recipient will promptly return all material received from the Example Enterprises Directors, and Allbiz Deal Room including this Memorandum, without retaining copies. All projections in this Memorandum have been prepared by The business and The business OFFSHORE 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 The business and The business OFFSHORE Ltd. Allbiz Deal Room 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 the contact named on the front page of this document. All contact between the Directors and employees of The business and The business OFFSHORE Ltd and prospective purchasers will be arranged by the contact. Under no circumstances should prospective purchasers/investors contact staff or employees of the business Ltd . Information Memorandum for Example Business

6 Table of Contents Welcome 02 Executive Summary 07 Business SWOT Analysis 10 Customers and Target Markets 13 Structure and Key People 14 The Market & Competitors 15 Marketing Activities 16 Profit Results 19 Technology & Processes 21 Sales Process 22 Summary & Get in Touch 25 The business and The business OFFSHORE Ltd Company Addresses: 1 Chifley Square 20 Billy Road Sydney NSW 2000 Suburb NSW Australia Information Memorandum for The business and The business OFFSHORE Ltd Information Memorandum for Example Business

2. Executive Summary This information memorandum provides an analysis of the business for sale known as the business and the business Ltd. The memorandum aims to highlight the past profitability and financial stability of the business along with a brief industry analysis. Methods of analysis include trend, as well as ratios such as Labour, General Costs, Stock, Gross Profit and finally Net Profit to the owner or EBITDA. The business is a well-established business that has 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 for trades people, hunters, outdoor enthusiasts and widget owners that range from product training and product widgets, trackers and accessories to widget fences, widget doors, devices and now also a broad range of general widget accessories under the Widget Accessories Australia brand. The business has Australia and Outside Australia distribution agreements for the Product and Product widget brands and also stocks a range of other brands, including products under its own brand names. The business has been grown and developed so that it has a broad client base and an array of revenue streams – wholesale, Trade Shows/Field Days, eBay, Amazon, numerous of its own websites, in-store. The largest client in FY2019 accounted for around 7% of revenue. The business has mature operations in West Australia and NSW, our factory is located outside Australia. The owners are based in Australia, running the Queensland store/showroom with a contingent of experienced staff and have excellent Store Managers in place who run the Outside Australia operation. The business brand is well-known in the industry and has a reputation for expertise among trades people and working product circles due to its long-term commitment to Trade Shows and Field Days in both countries. In Australia alone, the business attends 20-25 of these shows each year and has worked its way up to a prime, much sought-after production at each event. As well as building credibility, these Shows can be very lucrative for the business and generate a significant contribution to the business income each year. The business is a business that 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. FY2020 was a strong year for the business with the Australian operation achieving $899,677 in income and $401,750 in profit (normalised). The Outside Australia operation yielded OFFSHORE$1,600,177 revenue and OFFSHORE $299,700 in net profit (normalised). These are excellent returns to the owner-operators and this mature business has a fantastic financial track record. This is a business that would suit an enthusiastic owner(s) who either has experience in animals/agriculture/widgets or a retail/wholesale background and a passion to learn. The owners are selling for health reasons and are keen to see the business succeed and hence will offer flexible handover and transition opportunities to the purchaser to ensure this runs smoothly. In addition, the owners can provide thorough procedure manuals and documentation and have many experienced staff who will be able to support a new owner. This business is lisIntefodrmfoartisoanleMfeomr oorfafnedrsumin ftohreErxeagmiopnleoBf u$s1in.5esmsillion plus Stock at Value for both the Australian and Outside Australia operations and all associated assets (with some negotiation regarding the number of vehicles that can be included and assignment of outstanding vehicle finance arrangements where

8 3. A Word from the Owners Allbiz To whom it may concern, Deal Room Thank you for your interest in the business BUSINESS-OWNERS We started this business 12 years ago. We grew the business over time and have achieved a great income and lifestyle. The business has allowed us to travel for business and production, to different countries and many states in Australia and South Africa However, I have some health issues that need to be addressed and it has been determined that the best course of action will be to try to remove or reduce the workload associated with running multiple businesses in two countries, hence the proposed sale. This is a good business with strong roots. We have good brand recognition with our name and logo remembered by many who have seen our stand at trade shows, seen our advertising in magazines and electronics newspapers, or have visited our websites in both countries I think a new owner can provide new enthusiasm and energy and I look forward to working with them to achieve success. Yours, Business Owners Information Memorandum for Example Business

9 4. Business Description and Product Entities offered for Sale: § Digi Electronic Supplies Pty Ltd § The business Limited § Discount Products § Widget Accessories Australia The Specialisation Point of Difference Product/Service A range of products developed Offices/showroom in Australia and Outside Australia and chosen for residential § Product control widgets products, clients products and Strong trade show presence at § Product fences and fence hunting products. multiple key shows in both Australia and Outside Australia accessories throughout the year § Remote product training Specialise in a range of well- known brands (e.g. Product), widgets lesser known brands and their own brands across a wide range § Handheld digi's of products § Electric/farm fencing Multiple revenue streams from online, events and expos and § Product fences / control wholesale supply. devices § Widget/animal deterrent devices § Widget doors § Product tracking widgets § Widget accessories Key Facts § Two locations– West Australia in Australia and Outside Australia, each with its own office operation and staff, as well as its own website and online ordering § A robust list of assets and equipment to be included in the sale § The opportunity to buy or rent the Australian premises § 6 active websites plus 8 additional registered domain names all included in the sale § The business are Product and Product distributors for Australia and Outside Australia o 9 brands and 500 product lines for the business o 10 brands and approx. 800 product lines for Widget Accessories Australia o New products sourced and added regularly with scope to add more o Excellent opportunities for further expansion into the Outside Australia market o Several brand names and many registered (active and inactive) domain names/websites included in the sale. Information Memorandum for Example Business

10 5. SWOT Analysis Business Strengths Leading brand in the industry with 18 years’ experience and operations in AU & OFFSHORE Strong presence developed through the clever use of multiple platforms – 30+ trade shows across the year, online (website, eBay, TradeMe, social media), office/showroom presence, wholesale Strengths supply to widget stores, hunting stores, rural produce stores Brand credibility which has been built from a focus on working and hunting products which has flowed down and lent expertise to a broader range of widget products/brands The strategic acquisition of complementary businesses / brands /domains Business Weaknesses Weaknesses This is a business that requires an involved owner and the investment of time in ensuring the business continues its presence at trade and field shows Growth in the online arena takes constant SEO and online marketing to retain cut-through and top search status Business Opportunities Opportunities Threats There are numerous opportunities such as new products with the key brands (e.g. Product), leveraging the Widget Accessories Australia brand further and expanding this into OFFSHORE, leveraging additional registered domain names (the owners have several to be included) and more business branded products, among other ideas Business Threats Changing technology in the area which requires evolving product lines and vigilance with regards to new offerings Com widget from cheaper products/brands and overseas com widget the widget/working product market – although this is somewhat limited as few can do the product breadth and quality of the business Information Memorandum for Example Business

11 6. History and Business Highlights History The business was established 2011 as a sole trader home- based business initially, before being incorporated in 2012. The business was only about the 4th business in Australia to specialise in product training widgets. Sales growth was aggressive in the first few years and the business grew rapidly. The owners worked hard to approach several overseas brands of tracking and training widgets to represent them in Australia and began distribution of the digi brands. The business established a strong reputation for quality through attendance at trade and field shows and later added online sales channels and then a Outside Australia operation. Today the business is the leading brand in the South Pacific for a wide range of brands and product digi products and other amazing products. Highlights of the Business 2009 - 2012 The business was established and grew rapidly as the brand secured its first distribution systems. 2014 The business expanded internationally and won 5 awards 2016 The business launched a new online website which has quickly grew to to 15% of total sales 2017 In 2014 the business acquired its major competitor abc LTD. Online sales grew to a staggering 27% of total group sales. 2018 -2019 In 2018 and 2019 the business worked to consolidated its position and develop new wholesale markets. Online sales continued to grow and now represent 38% of online sales. 2020 In 2020 the business was initially impacted by the COVID shutdown however has since rebounded well to achieve between 85% and 90% of pre COVID sales revenue on a month to month basis. Information Memorandum for Example Business

12 7. Property and Lease Details Australia Outside Australia Address: Address: 10 Chifley Square 100 example st Sydney NSW 2000 Outside Australia § The business has been § The business has been manufacturing here since 2007 manufacturing here since 2007 § Warehouse/office/showroom § Warehouse/office/showroom § These premises are owned by § These premises are owned by the business owners the business owners § The premises can be offered for § The premises can be offered for sale freehold or on a leasehold sale freehold or on a leasehold basis to the purchaser basis to the purchaser § Current value is in the region of § Current value is in the region of $900,000 $900,000 § Leasehold would be in the region § Leasehold would be in the region of $5000 month with flexible, of $5000 month with flexible, negotiable terms negotiable terms with 30 days’ notice to the Store Managers Information Memorandum for Example Business

13 8. Typical Customers & Target Markets Customer Base Customer Productions Customer Spread Wholesalers All across Australia and Excellent reach across Outside Australia both AU & OFFSHORE The business engages due to diverse sales wholesaler distribution Rural, town, city, country, channels which include services globally. suburban outlets. multiple online platforms, wholesale, in- Online store/showroom, trade shows and field days Over 50,000 active which ensures reach to customer use our online diverse customer types. platform for purchasing. walkers, campers, 4x4 Top Customers Customer Acquisition Ieenntcctoh. umseiasStst,refiashmesrmen The top 5 customers are all Trade shows and field days wholesale – camping / have been key to building Wholesale accounts for recreation. brand awareness and approx. 31% of Australian credibility – the business takes sales The largest customer part in 20-25 expos per year accounts for approx. 12% of across Australia and 14 per The The business website the total Australian revenue in year Outside Australia. (AU) accounts for approx. FY2019 and the next largest 15% of sales and other accounts for a further 3.5% Strong word of mouth and online channels accounts for referral marketing also key an additional 18% Business revenue is spread SEO and online marketing across a broad customer base have been a major focus over Field days and Trade Shows with no over-reliance on any the last 10 years. add an additional 12% one customer. revenue. The remainder is through other channels. Information Memorandum for Example Business

14 9. Structure and Key People Business Owners and Directors The Company Structure Australia Outside Australia The business in Australia is under the following corporate entity : Sellers Supplies Pty Ltd as Trustee for The Sellers Family Trust, T/A The business ABN : 000 000 000 7 x full time 2 x full time The business in Outside Australia is (plus owners) 1 x part time registered as : Staffing The business OFFSHORE Limited Company Number The business owners both work in the business in the Australian office. The entities have Allbizsales Business Consulting & Business Australia Sales as the directors. Both owners are based in the Australian office. Deborah undertakes all the accounting/bookkeeping and administration A purchaser will be offered these duties for the business, assisting where and when required. entities, plus the following: Paul works across all areas of the business as needed. Discount Products Pty Ltd Widget There are an additional 7 Full Time staff members working Accessories Australia Product across key roles: Control OFFSHORE Limited 1. Sales Rep There are also a large number of 2. Admin/Dispatch/Sales x 2 registered domain names that will 3. Field Rep/Sales be included, some are active, and 4. Sales Rep – Widget Accessories Australia others are not. 5. Service Technician (and Sales) 6. IT & Online (AU & OFFSHORE ) Outside Australia The Outside Australia is run by two Full Time staff members with the assistance of a part time employee: 1. Manager – full time 2. Sales/Admin/Dispatch – full time 3. Service Technician/Dispatch/Sales – part time Information Memorandum for Example Business

15 10. The Market and Competitors AU$5,979,677 13% Competitive Advantage FY2019 AU Gross Revenue FY2019 AU - Long established in both Australia and OFFSHORE Adjusted Net Profit % Outside Australia and well known and $2,683,177 respected in the industry FY2019 OFFSHORE Ross - Strong brand and product offering Gross Revenue - Highly visible in the industry with long- standing presence at trade and field shows - Multiple domains, sites, and routes to market 18% have ensured broad client and revenue base - Office/showroom presence instils consumer confidence - Constant gradual evolution of product 2019 OFFSHORE offerings, payment offerings and websites Net Profit % (including online marketing) to retain relevance Ross Hidden fence Aetertek The business Wide range of Single brand Single brand brands Yes No, WA in Presence in AU & Australia only OFFSHORE Fences & widgets Training widgets only Broad selection of only products for different uses Dealer network of Established 7 yrs Experienced, US brand in Australia reputable and established Information Memorandum for Example Business

16 11. Marketing Strategies & Activities Marketing Strategy The business spends a significant amount each year on advertising and marketing the business. Generally this includes a broad approach which incorporate a mix of online and offline activities across the year such as trade and field shows, SE, SEM, print media, as well as maintaining a physical shopfront. Top Marketing Activities While spend is high each year, this has ensured brand recognition, a fantastic reputation in the industry and excellent visibility and cut-through which has allowed The business to be the dominant player in Australia and Outside Australia, with competitors having a much smaller profile and limited recognition and influence. Field Days / Trade Shows These have been crucial and significant. 20- 25 each year in Australia and 6-8 in Outside Australia. The longevity of the business and its professionalism and profile have ensured it commands prime position in these shows each year and excellent sales across the days and in the following days/weeks. Across FY2019 in Australia, trade/field days accounted for 12% of the total revenue, over $235,000. SEO/SEM The business spends $15,000+ a month on Google Adwords, plus additional spend with Megantic SEO and SEM for eBay, Get Price and other forums. Print Media Sale fromThe business advertises across the year in a number of public productions such as Busy Busters, The Australian, The Telegraph newspaper, Country Life. Sale from Information Memorandum for Example Business Sale from Sale from

17 12. Profit Results Expected Profit for 2021 Profits Results for 2020 Not yet applicable. The business has draft normalised results for FY2019 suggesting an adjusted return of approx. $601,750 for Australia and OFFSHORE $499,700 for Outside Australia, to the owners, in lieu of wages. This result is after adjustments have been made to account for some non- operational and one-off expenses. c Revenue/Profit Cost Saving Options Improvements There are significant cost savings that The business enjoys strong financial can be made by a purchaser. Further performance, particularly in Australia. There are exploration into the product offerings excellent opportunities to grow both the of Product is one place to start as Australian and Outside Australia operations with there are a number of outdoor the introduction of new products and also as products that have not yet been sold Widget Accessories Australia is established and by the business and this brand marketed. There are a number of opportunities provides excellent pricing to The for Outside Australia for increased revenue and business. In addition, working with profit, which include rolling out Widget China to find, source and import more Accessories OFFSHORE and the Product cost-effective products which can be Control website in Outside Australia, both of branded under the business’s own which would add new revenue streams and a brands would present excellent broader product offering to the market there. opportunities for profitability improvements. Information Memorandum for Example Business

18 12. Profit Results - in Detail Normalised Results FY2020 Australia FY2020 Outside 1st July – 30th June Australia AU$ 1st April – 31st March OFFSHORE $ Revenue 5000,000 3000,000 COGS 1,600,059 1,124,587 Gross profit 1,379,618 Gross margin % 558,590 46% 33% Commercial overheads Adv and promotion Overheads Overheads Other 243,705 21,838 Total overheads 375,102 1,003,793 396,940 1,247,498 PLUS ADJUSTMENTS 264,719 139,050 Associated Wages/super included in 187,609 138,050 expenses 77,110 - Other addbacks 401,750 Profit plus Addbacks 299,700 ROI to Associated persons 13% 18% Information Memorandum for Example Business

19 12. Profit Results - Breakdown Gross Sales Gross Profit Normalised Normalised Expenses Profit AU$6979,677 AU$2,379,618 $1695,812 $401,750 OFFSHORE OFFSHORE OFFSHORE OFFSHORE $1,683,177 $558,590 $758,890 $299,700 Total Gross Sales for Gross profit after direct Normalised expenses Normalised profit to the the last financial year cost of sales after the owner’s direct owner after the owner’s costs, non-recurring or direct costs, non-recurring or otherwise non related otherwise non related costs have been extracted costs have been for a new owner extracted for a new owner Key Percentages Owner’s AU2020 Profit (after addbacks) Normalised Profit 13% AU & 18% OFFSHORE Private Motor $13,033 Profit to Owners (EBITDA) Vehicle expenses $187,609 as a family-run or owner- $44,763 operated business Owner wages & $19,314 super 33% AU & 15% OFFSHORE Interest expenses Expenses Other non- 54% AU & 67% operational OFFSHORE expenses (personal Cost of Sales telephone, donations etc) Profit to Owners $401,750 (in lieu of wages) Information Memorandum for Example Business

20 13. Sales and Expense Review Top 5 Sales Breakdown - AU 1. Wholesale – 31% approx. 2. Online/websites – 18% approx. 3. The business site – 16% approx. 4. Field Days / Trade Shows – 12% approx. 5. All remaining revenue – 23% approx. Total Income $2,979,677 Top 5 Expenses (after 12% normalisation) 8% 4% 1. Staff wages/super 2% 1% 2. Advertising 3. Postage/freight 4. Field day expenses 5. Widget Accessories expenses Total Expenses $995,812 (after adjustments) Information Memorandum for Example Business

21 14. Technology and Processes Business Systems The business and The business OFFSHORE Ltd is supported by CRM networks for their Microsoft Licensing, Monitoring and virus protection. The business has invested significantly in SEO and SEM over time and outsources this function. In addition, the business has had multiple iterations of its website to keep it fresh and up to date. The business also has a comprehensive and up-to-date Policy & Procedures Accounting and Bookkeeping manual that will assist considerably in the handover to new owners. XERO is used as the software package of choice for the business’s bookkeeping. Software XERO is a comprehensive package and can easily be set-up and run by the owner. XERO can be used for Payroll, Invoicing and much more. The business uses Hike POS for Technology Opportunities Widget Accessories Australia (sales and inventory The business has always been an early adopter of management), Big Commerce for technology – with the owners producing themselves its websites and PayPal, E-Way, and their staff with regards to online marketing, SEO, AfterPay and Zip Pay as its SEM and ensuring they have kept ahead of online payment gateways. payment methods, websites etc. CRM The business supplies to Facebook stores and has a presence on Amazon with opportunities for further The business and The business focus in these areas. Amazon particularly is in the OFFSHORE Ltd has details of all early stages as it remains costly, but the business is its key clients in XERO. There are set to ramp up as this platform grows in popularity. approx. 70,000 clients across Australia and an additional 11,475 The owners also believe strongly in being at the in Outside Australia. forefront of sourcing new product technology and can provide guidance around this. Information Memorandum for Example Business

22 Sales Process Allbizsales Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbizsales Business Sales and Acquisitions, (hereafter referred to as the \"Consultant\"), has been appointed to manage the production (advertising) process for the sale of The business and The business OFFSHORE Ltd (hereafter referred to as the \"Company\") and as such represents the interests of the The business and The business OFFSHORE Ltd , 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 an indicative offer; 2. Deposit of 10% of the agreed sale price to be held by the sellers agent; 3. Completion of final due diligence; 4. Signing a final terms sheet; and 5. 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 indicative 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. Information Memorandum for Example Business

23 Sales Process (Cont.) 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. The deposit is held in the Allbizsales Corporate Business Sales & Acquisitions 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: 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. IMPORTANT NOTICE TO BUYERS: ALLBIZ HAS BEEN ENGAGED TO ASSIST THE VENDOR IN THE PRESENTATION AND MARKETING AND NOT AS THE AGENT OR BROKER. THE ROLE OF ALLBIZ IS TO MANAGE THE ADVERTISING AND BUYER PROCESS, ENSURE ALL BUYERS SIGN THE APPROPRIATE CONFIDENTIALITY AGREEMENTS AND ADHERE TO THE SALES PROCESS. Information Memorandum for Example Business

24 Key Opportunities The business and The business OFFSHORE Ltd is a business that operates under a well-known and respected industry brand with a number of additional brands and domains that can grow in both revenue contribution and recognition. The current owners have identified numerous areas for future growth: 1. Further leveraging Product as a ‘big brand’. There are several Product outdoor products that the business has not yet begun selling. Many competitors in Australia are concerned about competing with the Product brand. Retail stores like the Product brand on their shelves, consumers know the brand and it instils confidence, while brands such as safe or Sportproduct are less well known and command less confidence. 2. Widget Accessories Australia – this is a relatively new acquisition for the business and has potential to grow significantly with focus. It has a large product offering and can incorporate an even wider range of products over time. 3. Widget Accessories OFFSHORE could also be launched. 4. The Product websites could benefit from SEO to grow their profile. 5. There is an opportunity to launch the Product Control website and business in OFFSHORE as a price point product supplier to public. 6. New owners could increase the focus on hunting / tracking accessories. The owners have a reliable contact in China, who can come up with ideas and source product. These accessories have good profit margins and sell well as to both wholesale and retail customers. 7. Further development of own-brand products. Own-brand products have excellent profit margins. ProductMate, The business and the Widget Accessories brands can all be utilised here with many of the hunting products branded under The business. The business represents a thriving business with a variety of opportunities to keep an owner excited and interested and provide avenues for growth going forward. Thank you. Information Memorandum for Example Business

25 Thank you and Contacts Thank you for taking Prepared in consultation with the business the time to read this Information owner/s by: Contacts: Memorandum. ContactMarketing and Preparation: If you have any Allbiz Deal Room W: www.allbizsales.com questions, please see the contact T : 1800 858 696 information provided opposite. Company Address: Level 2 10 Chifley Square Sydney NSW 2000 Information Memorandum for The business and The business OFFSHORE Ltd

26 Sellers Details: — Allbiz Deal Room 1800 858 696 Address — 10 Chifley Square Sydney NSW 2000 Information Memorandum for The business and The business OFFSHORE Ltd


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