What do we do?


   We build businesses

   We have done it ourselves

   We now do it for a wide range of clients

   And it works, even in tough times. Our 5 most engaged clients
    returned results of:

       Increase in:             2008   2009    2010    2011
       Turnover                 31%      6%    10%      48%
       Profit                   101%   18%     126%     74%


                                                                    2
Who are we?

Name           Discipline                      Expertise and Experience

Mike Robson    General Management, People,     Expertise as MD /FD in leisure, electrical engineering and
               Finance and Exit                publishing in UK, Europe and Australia. Developed and then
                                               sold his own company

Paul Chapman   General Management,             20 years experience of high growth companies in UK, USA
               Marketing and Sales             and Far East in MD, Marketing Director and Sales Director
                                               and NED roles. IPO experience on NASDAQ


Nick Brown     General Management and          Considerable experience in the process of buying and selling
               Operations                      companies, and has run, developed and built companies
                                               both in the UK, Europe and the US.


Peter Henry    General Management and          With a classic marketing background Peter has extensive
               Marketing                       experience in marketing director and NED roles in blue chip
                                               and SME companies.


David Mellor   Commercial/Investment           Banking and Investment experience as Investor Director of
               Banking and Private Equity      3 software companies. Associated with Cass Business
                                               School.


Nigel Pearcy   Marketing, Sales, Operations,   MD/CEO and Operations Director in a wide range of private
               General Management              and corporately owned service and production companies.
                                               Helped develop and grow high margin, profitable businesses
                                               to successful exits



                                                                                                              3
How do we do it?

   For seven years Azure have worked alongside business owners
    to create and then implement effective strategies

   Using the experience, processes and business tools available to
    us we provide pragmatic business advice and support across all
    business disciplines

   We have the skills, commercial experience and necessary
    knowledge to help you enhance the value of your business




                                                                      4
Why work with Azure Partners?

“I am a massive fan of the right business advisors. I wish I had not been so
    arrogant in the early days of my business and had taken soundings
    from people” - Michael Jackson, the former Chairman of Sage and now Chairman of Elder Street Investments

“If I had not hired Azure I would have had to hire another Director at
    greater cost” - David Connaway, Azure Partners client

“Azure really gave us three things – expertise in marketing and sales, a
   vision and clarity of purpose that we didn’t have before, and a discipline
   that made us focus on our strategic objectives as well as the day-to-day
   business.” - Peter Copley – Azure Partners client

“The Azure Exit Planning Process was very valuable. It kick started the
   implementation of a coherent growth and exit strategy to satisfy the
   ambitions of all of our shareholders. Of more importance to us, the
   process brought the Board closer together so that we work as a unified
   and effective team” - Managing Director, Building Maintenance and Systems Company”.


                                                                                                               5
What does the Exit Planning Process deliver?

     An assessment of the risks and opportunities facing the
      business and recommendations for improving value before
      sale

     An assessment of the exit routes available to you

     An outline profile of potential buyers and their likely
      requirements

     The likely range of valuations achievable on sale

     An action plan and timetable to achieve an efficient sale for
      optimum value

                                                                      6
Shareholder objectives on sale


For most shareholders of private businesses, the key objectives
   when selling are:

   To find three or more acquirers willing and capable of bidding
    for the company at about the same time

   To organise and present the business in such a way that the
    transfer of ownership is smooth and relatively quick

   To be able to turn down unacceptable offers



Effective planning and implementation puts you in control




                                                                     7
Sales types and valuation

                      Can you put your business in the white
                      zone?
Valuation on Sale




                    Fire Sale        Financial Sale or MBO     Strategic    No Sale –
                                                               Sale         Plan B

       Strategic sales typically generate the best valuation (and income) for owners.
       Azure can help ensure your sale is strategic, generating the best valuation.

                                                                                        8
Plan B


Facts of life:
 Almost all businesses are saleable
 Not all businesses are saleable at a price acceptable to the
  owners
 In some cases a greater value can be extracted through
  dividends than through sale

Solution:
 Azure Partners release business owners from the day-to-day
  running of their business by putting appropriate systems and
  professional management in their place
 This enables you to retain ownership of the business and draw
  income from it with the confidence that it is properly run


                                                                  9
Before sale
Things to consider:
 Who will want to buy my company – and why?
 How can I develop strategic value for the potential acquirers?
 How can I make it less reliant on me?
 What am I going to do post sale?
Things to do:
 Continue to develop and grow the business and opportunities
 Carefully assess, select and pursue your sale options
 Determine a sale price that is acceptable to you and realistic
 Define a Plan B in case you do not achieve an acceptable price
 Maintain staff morale
Define an exit plan and successfully implement it

                                                                   10
Sample Exit Schedule


Define key objectives/
opportunities/ issues/ actions

Define KPI's to maximise price

Establish exit plan

Execute exit plan
                                                                                   Plan B?
Maintain business performance

Identify broker and advisors

Generate sale documentation

Approach potential acquirers

Establish shortlist

Due diligence

Negotiations

Agreement

                                 Q1   Q2   Q3   Q4   Q1   Q2   Q3       Q4   Q1   Q2   Q3

                                       Year 1                  Year 2                   Year 3

                                                                                                 11
Advisor activity



                                                 Corp. Fin.




           AZURE
                                                 Lawyer




      Q1      Q2   Q3   Q4   Q1   Q2   Q3   Q4       Q1       Q2   Q3   Q4




                                                                             12
Clients said:

“The Azure Planning Process was very valuable. It kick started the
   implementation of a coherent growth and exit strategy to satisfy
   the ambitions of our shareholders”.

MD – Building Services Company

“We had no experience of selling a company, and we recognised
   that it is a complex business which you have to get right. We
   therefore asked Azure to advise and guide us through the
   process”.
“Their input was invaluable and we completed a successful sale at
   a value in excess of what we had hoped for, whilst also meeting
   all other objectives and requirements”.

Partner – Insurance Broker

                                                                      13
Contact Azure Partners


For more information about Exit Planning and how to complete the
Azure Readiness Review:

   Website: www.azurepartners.co.uk

   LinkedIn: www.linkedin.com/company/azure-partners

   Phone: +44 (0)207 100 1233

   Azure Partners
    New Broad Street House
    35 New Broad Street
    London
    EC2M 1NH
                                                                   14

Azure Exit Readiness Review

  • 2.
    What do wedo?  We build businesses  We have done it ourselves  We now do it for a wide range of clients  And it works, even in tough times. Our 5 most engaged clients returned results of: Increase in: 2008 2009 2010 2011 Turnover 31% 6% 10% 48% Profit 101% 18% 126% 74% 2
  • 3.
    Who are we? Name Discipline Expertise and Experience Mike Robson General Management, People, Expertise as MD /FD in leisure, electrical engineering and Finance and Exit publishing in UK, Europe and Australia. Developed and then sold his own company Paul Chapman General Management, 20 years experience of high growth companies in UK, USA Marketing and Sales and Far East in MD, Marketing Director and Sales Director and NED roles. IPO experience on NASDAQ Nick Brown General Management and Considerable experience in the process of buying and selling Operations companies, and has run, developed and built companies both in the UK, Europe and the US. Peter Henry General Management and With a classic marketing background Peter has extensive Marketing experience in marketing director and NED roles in blue chip and SME companies. David Mellor Commercial/Investment Banking and Investment experience as Investor Director of Banking and Private Equity 3 software companies. Associated with Cass Business School. Nigel Pearcy Marketing, Sales, Operations, MD/CEO and Operations Director in a wide range of private General Management and corporately owned service and production companies. Helped develop and grow high margin, profitable businesses to successful exits 3
  • 4.
    How do wedo it?  For seven years Azure have worked alongside business owners to create and then implement effective strategies  Using the experience, processes and business tools available to us we provide pragmatic business advice and support across all business disciplines  We have the skills, commercial experience and necessary knowledge to help you enhance the value of your business 4
  • 5.
    Why work withAzure Partners? “I am a massive fan of the right business advisors. I wish I had not been so arrogant in the early days of my business and had taken soundings from people” - Michael Jackson, the former Chairman of Sage and now Chairman of Elder Street Investments “If I had not hired Azure I would have had to hire another Director at greater cost” - David Connaway, Azure Partners client “Azure really gave us three things – expertise in marketing and sales, a vision and clarity of purpose that we didn’t have before, and a discipline that made us focus on our strategic objectives as well as the day-to-day business.” - Peter Copley – Azure Partners client “The Azure Exit Planning Process was very valuable. It kick started the implementation of a coherent growth and exit strategy to satisfy the ambitions of all of our shareholders. Of more importance to us, the process brought the Board closer together so that we work as a unified and effective team” - Managing Director, Building Maintenance and Systems Company”. 5
  • 6.
    What does theExit Planning Process deliver?  An assessment of the risks and opportunities facing the business and recommendations for improving value before sale  An assessment of the exit routes available to you  An outline profile of potential buyers and their likely requirements  The likely range of valuations achievable on sale  An action plan and timetable to achieve an efficient sale for optimum value 6
  • 7.
    Shareholder objectives onsale For most shareholders of private businesses, the key objectives when selling are:  To find three or more acquirers willing and capable of bidding for the company at about the same time  To organise and present the business in such a way that the transfer of ownership is smooth and relatively quick  To be able to turn down unacceptable offers Effective planning and implementation puts you in control 7
  • 8.
    Sales types andvaluation Can you put your business in the white zone? Valuation on Sale Fire Sale Financial Sale or MBO Strategic No Sale – Sale Plan B Strategic sales typically generate the best valuation (and income) for owners. Azure can help ensure your sale is strategic, generating the best valuation. 8
  • 9.
    Plan B Facts oflife:  Almost all businesses are saleable  Not all businesses are saleable at a price acceptable to the owners  In some cases a greater value can be extracted through dividends than through sale Solution:  Azure Partners release business owners from the day-to-day running of their business by putting appropriate systems and professional management in their place  This enables you to retain ownership of the business and draw income from it with the confidence that it is properly run 9
  • 10.
    Before sale Things toconsider:  Who will want to buy my company – and why?  How can I develop strategic value for the potential acquirers?  How can I make it less reliant on me?  What am I going to do post sale? Things to do:  Continue to develop and grow the business and opportunities  Carefully assess, select and pursue your sale options  Determine a sale price that is acceptable to you and realistic  Define a Plan B in case you do not achieve an acceptable price  Maintain staff morale Define an exit plan and successfully implement it 10
  • 11.
    Sample Exit Schedule Definekey objectives/ opportunities/ issues/ actions Define KPI's to maximise price Establish exit plan Execute exit plan Plan B? Maintain business performance Identify broker and advisors Generate sale documentation Approach potential acquirers Establish shortlist Due diligence Negotiations Agreement Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Year 1 Year 2 Year 3 11
  • 12.
    Advisor activity Corp. Fin. AZURE Lawyer Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 12
  • 13.
    Clients said: “The AzurePlanning Process was very valuable. It kick started the implementation of a coherent growth and exit strategy to satisfy the ambitions of our shareholders”. MD – Building Services Company “We had no experience of selling a company, and we recognised that it is a complex business which you have to get right. We therefore asked Azure to advise and guide us through the process”. “Their input was invaluable and we completed a successful sale at a value in excess of what we had hoped for, whilst also meeting all other objectives and requirements”. Partner – Insurance Broker 13
  • 14.
    Contact Azure Partners Formore information about Exit Planning and how to complete the Azure Readiness Review:  Website: www.azurepartners.co.uk  LinkedIn: www.linkedin.com/company/azure-partners  Phone: +44 (0)207 100 1233  Azure Partners New Broad Street House 35 New Broad Street London EC2M 1NH 14