This document provides an overview of a seminar on building balance sheet strength held by PKF Francis Clark. It discusses various accounting topics including governance disclosures, the FRS 102 triennial review, debt versus equity, and capital allowances. Remuneration and incentives for employees are also covered.

1. Welcome to
Building Balance
Sheet Strength
June 2018

2. Housekeeping
@pkfFrancisClark
#FDSeminar18

3. PKF Francis Clark Updates
Finance
Insight
Change
• GDPR now live 25 May
• Exeter office move
• Partner Appointments:
James Barrett,
Partner, Plymouth
Daniel Sladen
Partner, Truro

4. PKF Francis Clark Updates
Finance
Insight
ServiceChange Finance
Louise Bridgett,
Director, Plymouth
Sonia Fisher,
Director, Exeter
Rob Gear, Corporate
Finance Director
Tim Lannin,
Director, Torquay
Andy Hammond,
Managing Director,
FCFP, Exeter
Sam Cook,
Director, Taunton
Director Appointments:

5. www.website.com
Guess the Company
2013 2014 2015 2016
Sales 3,333 3,494 3,951 4,395
Operating profit 124 175 183 146
Profit before tax 110 143 155 147
Non-current assets 1,957 2,040 2,057 2,163
Current assets 1,683 1,850 1,813 2,270
Current liabilities - borrowings (22) (35) (33) (97)
Current liabilities - total (1,662) (1,802) (1,771) (2,217)
Non-current liabilities - borrowings (606) (614) (599) (592)
Non-current liabilities - total (995) (1,194) (1,082) (1,486)
Net assets 967 873 994 701

6. www.website.com
Other Information
2013 2014 2015 2016
Cash 410 466 456 470
Bank loans (292) (146) (119) (146)
Other loans (304) (471) (489) (525)
Net borrowing (215) (177) (170) (219)
Trade payables (542) (611) (591) (749)
Pension deficit (374) (516) (406) (810)
Net cash flow from operating
activities
(78) 124 73 73

7. www.website.com
2017 Interim Results
31/12/16 30/06/17
Operating profit / (loss) 146 (963)
Net cash flow from operating activities 73 (290)
Cash 470 389
Bank loans (146) (321)
Other loans (525) (627)
Net borrowing (219) (571)
Dividends 55 83

8. Link to Today’s Content
Governance Front end
disclosures
Going concern
Net debt disclosure Intangibles Managing pay and
people costs
Maximising tax reliefs Minimising tax
surprises
Pension deficit
management
Resolving disputes Balance sheet
restructuring
Access to finance

9. Our Program Today - Plymouth
Topic Speaker
Chair’s opening comments A challenging environment Duncan Leslie, Partner
Financial Reporting
Update
Governance
FRS 102 update
Stephanie Henshaw, Partner
Remuneration and
employee incentives
Gig economy
Managing pay and benefits
Employee Benefits Platform
Martin Brown, Director
Thomas Martens, Consultant
Tax Update R&D
Profit extraction
Property taxes
Customs duty
Ian Pring, Director
Insolvency Balance sheet restructuring
Pensions
Disputes
Lucinda Colman, Partner
Corporate Finance Trends and Deals
Funding
Paul Crocker, Partner

10. Financial Reporting
Update

11. Programme
• Spotlight on governance
• FRS 102 Triennial Review
• Building the balance sheet:
accounting for debt and equity

12. www.website.com
Spotlight on Governance
• The “mood music”
• Meeting your obligations to
shareholders – narrative reporting
• Going concern reporting

13. Governance ‘Mood Music’
Corporate
governance
New rules
for AIM
companies
CG code
for private
companies
Reporting
on s172
compliance
Conflicts of
interest

14. S175: A director must avoid a situation in which he
has or can have a direct or indirect interest that
conflicts, or possibly may conflict, with the interests of
the company
Examples:
• Personal/ family v company
• More than one business interest
• Parent v subsidiary
• Company v pension scheme
Declaration, authorisation, approval – and record-
keeping!
Conflicts of Interest

15. www.website.com
• Duty of directors to promote the
success of the company for the benefit
of the shareholderss172
• The purpose of the strategic report is to
inform members of the company and
help them assess how the directors
have performed their duty under section
172
s414C
Promoting Company Success – CA 2006

16. www.website.com
Narrative
reports
Audience
Business
Statute
Narrative Reporting – ‘Telling the Story’

17. www.website.com
Speak to Your Audience
• Value added
• Basis of returnShareholders
• Cash, interest cover, security
• Management of financial riskFunders
• Quality and sustainability of
profit
• Management of business risk
Buyers

18. www.website.com
Explaining Your Business
Business
model
• What and how
KPIs • Financial and
Non-Financial
Risks
• Business
and
Financial

19. Ticking the Statutory Boxes
• Fair, balanced and comprehensive review
• Development and performance
• Explain position – consistent with size and
complexity
• Relevant financial and non financial KPIs
• Describe principal risks and uncertainties
• Reference and explain amounts in financial
statements
• Excludes pending developments/
negotiations where disclosure would be
“seriously prejudicial”

20. Going Concern: the Basics
• Going concern basis unless
• Intend to liquidate or cease trading
• Have no realistic alternative
• Disclosure required where
• GC basis not used
• Material uncertainties relate to events or
conditions that cast significant doubt
• Disclosure required for truth and fairness
• To correct impression of significant
difficulties

21. Reporting Information on Going Concern
PRUs in
narrative
reporting
GC
disclosures
in financial
statements

22. www.website.com
FRS 102 Triennial Review
• Headline changes
• Timing and transition
• Investment properties
• Intangibles and goodwill

23. Triennial Review: Headline Changes
Recognition and measurement
changes
Presentation changes
Small entities: relief from discounting
certain loans
Net debt reconciliation note
reinstated
No “undue cost and effort” exception
- intra group property rental
- other implications
KMP compensation disclosure not
required where represents directors’
remuneration disclosed elsewhere
More flexibility on identification of
intangibles on business combinations
Reduced FI disclosure – restricted to
financial assets and financial
liabilities at fair value
Clarifications
- Pre-contract costs
- Replacement of part of an asset
- Debt for equity swaps
Non company/LLP small entity
applying Section 1A must refer to
small companies regime on balance
sheet
Principles-based description of
financial instruments
Note: Fair value guidance moved to
Appendix to Section 2

24. Pre-contract Costs: Asset or Expense?
Pre-contract costs
Contract costs
when:
P&L expense
• Relate directly to
contract
• Separately identifiable
• Reliably measured
• Probability of success
at period end
• When recognition
criteria are not
met
• No retrospective
adjustment on
later success

25. www.website.com
Timing and Transition
• Mandatory adoption date: periods
beginning on or after 1 January 2019
• Individual early adoption permitted for:
• Small entity loans: relief from discounting
• Gift Aid tax relief (not covered in this
session)
• Voluntary early adoption of the entire
Triennial Review is required to access:
• New intra group investment property rules
• Increased flexibility in identifying goodwill
and intangibles on business combination

26. www.website.com
New Option: Intra Group Rental Property
Original FRS 102 rules FRS 102 Triennial Review rules
All property meeting definition of
investment property carried at fair value
via P&L
Policy choice for intra group property
rental:
a) Fair value via P&L
b) Cost and depreciation
Except where “undue cost and effort” in
obtaining fair value
No “undue cost and effort” exemption
Mixed rental property: exemption from
fair value only applies to intra group
rental element
Mixed use property must be split if
resulting portions could be sold/ finance
leased separately.
Only carry rented portion at cost if fair
value cannot be measured reliably

27. www.website.com
Intra Group Rental Property: Transition
• Applied from transition date (i.e. start of
comparative accounting period)
• Restate property at historic cost
• Restate accumulated depreciation
• Eliminate fair value adjustments and
related deferred tax from retained reserves
Retrospective
application
• Transfer fair value at date of transition to
PPE and treat as deemed cost
• Depreciate based on deemed cost over
estimated useful life
• Note: fair value adjustments in P&L under
old rules still constitute unrealised profit
Deemed cost
option

28. Summary of Separable Intangibles on
Acquisition Hierarchy
GAAP Summary Examples
‘Old’ UK
GAAP
Very few intangibles Goodwill
Triennial
review FRS
102 post
1/1/19
Separable
contractual assets
required to be
recognised
Licences
Current
FRS 102
Non – contractual
separable intangibles
required to be
recognised
Customer lists
Order backlog
Trade namesIFRS
MoreIntangibles

29. • No retrospective restatement permitted
• Existing intangibles continue to be
recognised and amortised
• Any policy change arising from Triennial
Review is wholly prospective
• Potentially simplifies accounting for
forthcoming acquisitions
• Advantages to identifying specific classes
of intangible for separate recognition?
Requires advance planning
Recognition of Intangibles: Transition

30. www.website.com
Example Reconciliation : Changes in Net Debt
At 1
January
2018
Cash
movements
Non cash
movements
At 31
December
2018
Cash at bank
and in hand
42 847 889
Cash
equivalents
250 450 700
Overdraft (1,784) 1,784
(1,492) 3,081 1,589
Current debt (2,149) 2,149 (230) (230)
Long term debt (1,262) 230 (1,032)
Total (4,903) 5,230 327

31. www.website.com
Building the Balance Sheet: Debt and Equity
• What makes funding “debt” on
the balance sheet?
• Market or non-market rate of
return: is discounting always a
bad thing?

32. Debt or Equity?
Debt – contractual
obligation to
deliver cash
Equity – no such
obligation

33. Contractual Obligations on Shares?
• Coupon, redemption premium recognised as finance
expense over the period of the debt
• Cumulative coupon recognised regardless of
whether profit reported. Does not constitute a
dividend until profit available
Debt Not debt
Fixed coupon preference dividend,
whether cumulative or not
Discretionary dividend
Fixed dividend triggered by declaration of
discretionary dividend
Fixed redemption date Redemption only at option of company
Holder has right to require redemption Holder has right to request redemption –
company has discretion to refuse
Redemption triggered by sale or listing Dividend and/or redemption intentions in
shareholder agreement

34. www.website.com
Discounted Loan – a Positive Picture
Subco obtains a £10m loan from its parent company repayable
by a single payment in 10 years time.
The table below compares the balance sheet impact if the loan:
a) bears interest at 5% (considered to be market rate);
b) Is interest free so is discounted at the market rate
a) Loan at market rate
(£m)
b) Loan discounted to NPV at
market rate (£m)
Other net assets 15 15
Cash 10 10
Long term loan (10) (6.14)
Net assets 15 18.86
Share capital 2 2
Capital contribution 3.86
Retained profit 13 13
15 18.86

35. Remuneration and
Employee Incentives

36. National Minimum Wage
• HMRC are required to open an
enquiry into any complaint, even if
there has been a recent enquiry
• Easy to fall foul – wearing jeans or
travel between sites
• ‘Workers’ can be self employed for
tax and workers for NMW –
different tests
• Name and shame

37. • Employee costs are a major component of
most companies P&L
• People are key to growth
• Focus on HC can offer a competitive edge:
source of innovation and determines
preparedness for technological shifts
Human Capital

38. www.website.com
Gig Economy
• The world of work is changing
• Self employed vs employed vs worker
• IR 35 cases being lost by taxpayer
• Increased focus from HMRC
• Are your systems up to the changes?
• Communication
• Training
• Branding

39. Recruit: being competitive in the recruitment market
• Punch above your weight
Retain: maximising staff retention
• Keep hold of your good people
• Manage toxic workers
Motivate: get the best from your people
• A high performing culture
• Incentives aligned to strategy
Recruit, Retain, Motivate

40. Lost staff cost you over:
• £31,000*
• Each!
*Oxford Economics study in 2014
Retaining Staff

41. www.website.com
Retaining Staff

42. www.website.com
Attract and Keep the Best
• Pay and rations
• Non cash perks
• Culture
• Training
• Communication
• Flexible offer
• Long term incentives

43. • Think about using your apprenticeship levy
allowances
• Tie people in
• Senior apprenticeships and succession
planning
Training

44. Long Term Incentive and Retention
Shares can make a great incentive for fast
moving, innovative businesses
• Incentive – employee value directly
linked to shareholder value
• Long term retention
• “Low” cash cost to business – funded
by ‘buyer’ and tax savings
Communication is key
VALUE = PERCEPTION

45. www.website.com
EMI Plans
• EMI plans are very tax
advantaged share
arrangements
• Latest position: Government
has renewed state aid (better
late than never)

46. Common challenges we’re seeing on expenses
• Vans
• Use of assets
• Be careful of travel policies
Benefits are an opportunity to differentiate
• Salary sacrifice changes
• What is the value of offering benefits?
Expenses and Benefits

47. Employee Benefits Platform
• What is it?
• Website where employees can:
• see their personal benefits
• download useful documents
• apply for new benefits
• update their personal information

48. • Component of overall reward and
remuneration strategy
• Supported by:
• Clear communication
• Efficient administration
• Regular review
• Professional advice
Employee Benefits Platform

49. Advantages
• Retention = stable salary and pay numbers
• Employer of choice = Reduce hiring costs
• Happy/engaged staff = Increased productivity
• Proper structures = Tax efficiency
• Reduced administration = More focus on your
business

55. www.website.com
Online Shopping Portal
• NextJump (US)
• Over 100 million users globally
• Over 7,200 retailers (UK)
• Accumulation of online currency
WOWPoints OR
Direct discounts between 4% – 70%
• Making pay stretch further by saving on
regular household spend

56. www.website.com

57. www.website.com

58. Coffee Break

59. Tax Update

60. • Capital allowances
• Research & development
• Profit extraction
• Stamp duty land tax
• VAT – bad debt relief & MTD
Introduction

61. Overview of Allowances
AIA WDA FYA / ECA
• 100% of cost
• £200,000
• Not for cars
• General pool – 18%
• Special rate pool - 8%
• Short Life Assets – 18%
• When AIA fully used or
items don’t qualify for
AIA
• 100% of cost
• In addition to AIA
• Energy and water
efficient
equipment
• RDAs

62. www.website.com
Capital Allowances
• Plant & machinery – definition / allowances
• What expenditure qualifies
• Commercial buildings / s.198 elections
• Maximise allowances & boost balance sheet:
• Fixtures & fittings
• Integral features
• R&D CAs, ECA
• Minimise clawbacks
• Planning pre-purchase is essential

63. Building type Qualifying for capital
allowances
Offices – air conditioned 25% - 35%
Retail – shopping centres 10% – 30%
Hotels 25% – 40%
Industrial units – landlord’s shell 10% - 15%
Nursing homes 25% - 40%
Bars, pubs, restaurants 20% - 40%
Typical Value of Fixtures in Buildings

64. • What does it involve / what activities qualify?
• Rates of relief
• How to make a successful claim
• Effective way of increasing balance sheet
• Watch out for grants / funding
• Don’t miss out - £4.4K tax saved for every £10K
spend
Research and Development

65. Effective Rates of Tax
Basic rate
(%)
Higher rate
(%)
Additional
rate (%)
Dividends 25.1 45.3 49.9
Salary / bonus 26.2 49.0 53.4
Rent / interest 20.0 40.0 45.0
Self-employed 29.0 42.0 47.0
Pension contributions 0.0 0.0 0.0

66. • Pension contributions
• Tax free growth
• Increased flexibility
• Areas to watch out for
• Stakeholder pensions
Profit Extraction

67. • SDLT is at its most complex
• Opportunities & risks
• Lack of case law
• The correct / most advantageous treatment?
• Other factors?
• Planning is essential
• Know the implications / options before the purchase
Stamp Duty Land Tax

68. Bad Debt Relief…and Debtors
• VAT recoverable:
• Debtors > 6m old
• Write-off to a VAT BDR a/c
• BUT…
• VAT must have been originally
accounted for
• Debt must not have been paid, sold or
factored
• Adjust for any subsequent receipts

69. • Creditors…the sting in the tail!
• VAT repayable:
• Creditors > 6m old
• Irrespective of whether supplier has
claimed BDR
• But.. VAT can be reclaimed if debt later settled
• WARNING - HMRC are getting really hot on
this one!!
Bad Debt Relief…and Creditors

70. • April 2019 launch date
• Draft regulations and VAT notice released
• Consultation period closed on 9 February
• Live pilot started 18 April
• Extension of MTD to other taxes
MTD for VAT

71. Insolvency

72. www.website.com
Statistics

73. www.website.com
Pensions Deficits
• Many funds struggling
• Role of pension scheme trustees
• Pension Regulator powers
• Role of Pension Protection Fund
(PPF)

74. • RAA (Regulated Apportionment
Arrangement)
• Insolvent within 12 months
• Restructuring has better outcome than
insolvency
• Other creditors must also suffer
• Scheme gets equity in restructured
business
• Expensive process
• Alternative restructuring procedures
Pension Deficits

75. • Contract between company and
creditors
• Can propose anything (as long
as no unfair prejudice)
• Binding on all creditors if >75%
(in value) agree
• Pensions scheme vote
CVA

76. CVA
• CVA creditors become long term
liabilities
• CVA creditors written off at end of
CVA
• Gain not subject to tax
• Company survives

77. CVA
• Use for distressed acquisitions
• Contracts continue
• Restructure business
• Crystallise historic creditors
• Tax losses c/fwd

78. • Dispute resolution
• PKF Francis Clark licensed
provider
• Cash flow focused solution
Escalate

79. Escalate
Step 1 – Negotiation
 Intensive negotiation
 Experienced commercial
negotiators (IPs)
 Incentive to settle inside three
months
 No financial risk – you don’t
pay anything unless a
successful settlement is
reached
 Fixed fee of 30% of settlement
Step 2 – Litigation
 No upfront court costs,
Counsel fees etc.
 Funded all the way to High
Court
 No financial risk - fixed fee of
30% of damages that you
don’t pay unless the case is
successful
 You don’t pay the defendant’s
legal costs if you lose

80. www.website.com
Escalate
• Works best for disputes >£25,000
• Can go back 3 years
• Unlock written off disputes
• Bad debts
• Contractual negligence
• Supplier / customer /
employee disputes
• No restriction on type of
dispute

81. Transactions and
Funding Update

82. • Transactions and funding trends
• Due diligence hints and tips
• Strengthening the alternative
balance sheet
• Increasing emergence of Alternative
Finance
Agenda

83. www.website.com
Transaction Volumes and Values – Recent Years
A robust result taking into account all of the uncertainty (economic, Brexit,
political, tax, exchange rates etc)
UKDeals
EU
Referendum

84. www.website.com
Transaction Volumes and Values – Recent Years
The SW had a 10% fall last year and an apparent 50% fall in Q1
SouthWestDeals

85. Recent PKF-FC Transactions
We were Financial
Advisers for Higos
Insurance Services
Limited in their sale to
Global Risk Partners
Feb 17
We were financial
advisors to Mission
Marketing Group acquiring
RJW & Partners Ltd for
£6.2m
Apr 17
2017
We were Financial
Advisers for Chartman
in their sale to MRH
Sept 17
We were Financial
Advisers in the acquisition
of Tadmarton Holdings Ltd
by DB Foods
Dec 17
Acquisition of Hawley
Place School Ltd by
Churchtown Futures Ltd
Jan - 18
Churchtown
Futures Ltd
2018
Jan - 18
Sale of Centek Ltd to
Madison Industries Inc,
Chicago, USA
Mar - 18
Sale of Brockaghboy
Windfarm Ltd from ERG
Renew Spa, Italy to
Greencoat UK Wind Plc
Sale of various gas
generation assets
Mar - 18 Apr - 18
Acquisition of Krow
Communications Ltd by
Mission Marketing Group
PlC
Acquisition of Burgh
Island Ltd by Office
Space in Town Ltd
Apr - 18
We provided Due
Diligence to YFM Private
Equity who invested £3m
in the restaurant chain
Friska to support further
expansion
Jun 17
Advised on the sale
of Prolift Access Ltd
to Speedy Hire PLC
Nov 17
Current
rank
Previous
rank
Financial advisor Volume
1 1 PKF Francis Clark 53
2 2 Hazlewoods 33
3 3 Bishop Fleming 22
4 11 Benchmark International 13
5= 4 BDO 12
5= 6 Grant Thornton 12
7 8 KBS Corporate 11

86. Transaction Volumes and Values – Last Ten Years

87. www.website.com
404
411
101
61
71
35
18
25
18
17
0 50 100 150 200 250 300 350 400 450 500 550 600 650
2016
2017
South West deal volumes by type
Acquisitions and
disposals
Development capital
Buy Out/In
Rights issues/other
issues
Other
Transaction Volumes - Type

88. www.website.com
Trends and Transactions – Pricing/Multiples
3.0
4.0
5.0
6.0
7.0
8.0
9.0 Dec08
Jun09
Dec09
Jun10
Dec10
Jun11
Dec11
Jun12
Dec12
Jun13
Dec13
Jun14
Dec14
Jun15
Dec15
Jun16
Dec16
Jun17
Dec17
6.4
6.0
5.9
5.8
5.6
5.0
4.9
5.0
5.5
5.8
6.0
6.4 6.5
6.5
6.8 6.8
6.6
6.4
6.3
6.0 6.0
6.4
6.3
6.5
6.7
6.9 7.1
7.1
7.1
6.9
6.8
7.0 7.0
6.8 6.8
7.3
7.0
7.0
PER
Price multiples (six month average - EBIT based)

89. • Financial vs non-financial balance sheet
• Non-financial value drivers/deducters include:
• Brand
• IP (who owns it?)
• Products
• Trading relationships / suppliers / customers
• IT / cyber risks and controls
• Staff and Management / retention /
incentives employment structure / contracts
• Property – owned or leased value / Lease
terms / Dilapidations / Repairs / Extension
• Penalties for non or late delivery
• Equipment replacement/Capex requirements
Trends – Increasing DD and Wider Scope

90. Access to Finance
• Increasing range of finance available from a range of
different (and often new) sources
• Supplier finance
• More use of platforms to access them efficiently
• Funding business models evolving
BUT getting tougher with more uncertainty on the way?

91. Access to Finance
• Amadeus Capital Partners
• Bowmark Capital
• Business Growth Fund
• Cairngorm Capital Partners
• Crowdcube Ventures
• Downing Ventures
• Draper Esprit
• Endless
• Foresight Group
• Foundation Capital
• Inflexion Private Equity
• Key Capital Partners
• LDC
• Lyceum Capital
• Mercia Fund Management
• Mobeus Equity Partners
• Notion Capital
• NVM Private Equity
• Piper Private Equity
• South West Ventures Fund
• YFM Private Equity
Numerous PE / VC investors in the SW in 2017:

92. www.website.com
Source: AltFi Data
Alternative Finance – Lending Volumes

93. • Significant Institutional funding
• Donation-based or reward-based growth
• 60% of surveyed platforms altered their
business models or have ‘introduced
significantly new products’
• Pricing is also changing
Alternative Finance - Evolving

94. AltFi – Weighted Average Interest Rates
Source: AltFi Data
7%
12-15%
8-9%
4-5%

95. www.website.com
Funding
Let’s not forget the basics
• Historics – with narrative!
• Projections – with narrative!
• Risk identification, monitoring and mitigation
• Management and staffing
• Headroom
• Look at it from the funders perspective
….and expect to be asked about Brexit, exchange
rate movements, how you coped with the last
recession, and ‘what if?’ questions

96. • Be properly prepared!
• And when you are considering
your future plans, remember:
• Turnover – vanity
• Profit – sanity
• But cash is still king!
And finally…

97. Chair’s close

98. Dates for the diary
FD seminars November 2018
• Plymouth – Tues 6 Nov, Boringdon
Park Golf Club
• Bournemouth – Wed 7 Nov, AFC
Bournemouth
• Exeter – Thurs 8 Nov, Exeter
Racecourse
• Bodmin – Fri 9 Nov, venue tbc
• Taunton – Tues 13 Nov, Somerset
County Cricket Club

99. Disclaimer & copyright
© copyright PKF Francis Clark, 2018
You shall not copy, make available, retransmit, reproduce, sell, disseminate, separate, licence, distribute, store electronically, publish, broadcast or otherwise
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To the maximum extent permitted by applicable law PKF Francis Clark excludes all representations, warranties and conditions (including, without limitation, the
conditions implied by law) in respect of these materials and /or any services provided by PKF Francis Clark.
These materials and /or any services provided by PKF Francis Clark are designed solely for the benefit of delegates of PKF Francis Clark.
The content of these materials and / or any services provided by PKF Francis Clark does not constitute advice and whilst PKF Francis Clark endeavours to
ensure that the materials and / or any services provided by PKF Francis Clark are correct, we do not warrant the completeness or accuracy of the materials and
/or any services provided by PKF Francis Clark; nor do we commit to ensuring that these materials and / or any services provided by PKF Francis Clark are up-
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Where indicated, these materials are subject to Crown copyright protection. Re-use of any such Crown copyright-protected material is subject to current law and
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These materials and / or any services provided by PKF Francis Clark are subject to our terms and conditions of business as amended from time to time, a copy
of which is available on request.
Our liability is limited and to the maximum extent permitted under applicable law PKF Francis Clark will not be liable for any direct, indirect or consequential loss
or damage arising in connection with these materials and / or any services provided by PKF Francis Clark, whether arising in tort, contract, or otherwise,
including, without limitation, any loss of profit, contracts, business, goodwill, data, income or revenue. Please note however, that our liability for fraud, for death
or personal injury caused by our negligence, or for any other liability is not excluded or limited.
PKF Francis Clark is a trading name of Francis Clark LLP. Francis Clark LLP is a limited liability partnership, registered in England and Wales with registered
number OC349116. The registered office is Sigma House, Oak View Close, Edginswell Park, Torquay TQ2 7FF where a list of members is available for
inspection and at www.pkf-francisclark.co.uk. The term ‘Partner’ is used to refer to a member of Francis Clark LLP or to an employee. Registered to carry on
audit work in the UK and Ireland, regulated for a range of investment business activities and licensed to carry out reserved legal activity of non-contentious
probate in England and Wales by the Institute of Chartered Accountants in England and Wales. Partners acting as insolvency practitioners are licensed in the
UK by the Institute of Chartered Accountants in England and Wales. A partner appointed as Administrator or Administrative Receiver acts only as agent of the
insolvent entity and without personal liability. Francis Clark LLP is a member firm of the PKF International Limited network of legally independent firms and does
not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.