How to ensure your business is prepared for Brexit

1. Dealing with
Brexit
Replus Corporate Advisory
Summer 2016

2. Why this is important
Does your organisation:
> have customers in the EU;
> include employees with non-UK EU passports;
> source goods or services from the EU;
> need to refinance in the next two years; or
> use a business plan with assumptions on foreign exchange, tax and
interest rates.
The EU has been a central platform of the UK’s legal, commercial and political policies for the
past 43 years and the decision by the UK to exit will radically change the environment in which
many businesses operate. Companies need to quantify the effect this changing environment
could have and be proactive. Already exchange rates have jumped and stock markets have seen
large movements. In two years plus the operating environment for companies based in the UK or
trading with the UK will change, and at the moment neither the process nor the final structure is
known.
Given the environment is already changing, companies need to start their preparations. This
presentation gives an overview of how companies can minimise downside risk and take
advantage of upside opportunities in the immediate, medium and longer term.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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3. Timings
UK
invokes
Clause 50
UK exits
EU2 years3 months
UK
develops
policy
UK / EU negotiations
Post exit
management
Immediate Actions
> Form Brexit team
> Determine liquidity
> Communicate
On-going Assessment
> Review business to identify critical & powerful risks
> Scenario planning
> Develop contingency plans
> Consider lobbying
Action Plan
> Understand exit terms
> Implement revised business plan
> Revisit and review
UK
Government
Corporates
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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4. Team
This is a critical business project and the team delivering will need to include
senior staff from across the organisation.
Skills required
> Creative and open thinking
to avoid group think;
> Representatives from
across the business to
prevent silo analysis;
> Action orientated to ensure
plans are implemented;
> Access to public and trade
bodies to understand policy
and potentially to lobby;
and
> People with good corporate
knowledge to enable full
access to the organisation.
Critical success factors
> Reporting line to board;
> Nominated sponsor and
project lead;
> Leader to have a clear
mandate;
> Project plan communicated
and understood by whole
business; and
> Access to resources as
required.
Functions to include
> Operations;
> HR;
> Treasury;
> Sales / Commercial; and
> Corporate Affairs.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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5. Immediate Actions
With market instability it is important to commence the process straight away.
This should provide clarity to employees, suppliers, customers and other
stakeholders.
1. AppointTeam Leader and
write project statement.
2. AppointTeam and
determine timetable.
3. Determine liquidity and
check for any immediate
financial issues.
4. Communicate process
with stakeholders.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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6. On-going Assessment
As exit conditions will not be known for at least two years businesses must
understand their critical issues through a business review and scenario planning.
Plans are then developed to maximise business options for the potential
scenarios. Continual review and monitoring is then conducted to ensure the
options remain relevant.
1. Review business to map critical and
powerful risks
2. Develop plans through scenario
planning
3. Identify contingency plans to provide
flexibility as EU discussion progress
4. Consider options to lobby public and
trade bodies
5. Continual review and monitoring
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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7. Action Plans
Over the next two years there will hopefully be increasing clarity on the terms of
the UK’s exit from the EU. As the terms are understood the business needs to
review its plans and update. This will need to be a continual process whilst the
UK Government progresses exit discussions. The map of critical and influential
risks will identify the key points to address.
1. Understand exit terms
2. Update business plan
3. Implement revised plan
4. Revisit and review
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
6 of 13

8. How Replus can help
Replus is an experienced corporate advisory firm able to assist businesses to
maximise performance. By working with the company’s management a
programme of assessment, planning and implementation delivers a positive
change. In the changing environment of the UK exit from the EU, Replus is able
to assist and guide an organisation to a positive future.
The Replus proven methodology for delivering positive change
Monitor
Communicate
ReviewImplementPlanAssess
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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9. About Replus
Replus delivers positive change to businesses through:
> maximising financial and operational performance;
> supporting stakeholders to identify & implement a robust strategy;
> turning around under-performance; and
> restructuring financial constraints.
The Replus difference
Replus is a boutique firm that
provides robust solutions
across a range of situations.
Replus combines the
knowledge, experience and
depth expected from a top tier
international advisory firm,
together with the flexibility,
pragmatic approach and
directness that an interim
provides.
Who we assist
Replus assists businesses in
transition. Whether it is due to
growth or to get performance
back on track, Replus delivers
robust advice and ‘hands on’
assistance to ensure the
strategy, finances and
operations provide best
support to the organisation.
The firm is not sector specific,
working on the basis that the
business will normally have
sufficient talent to provide the
necessary industry knowledge.
The solutions
Replus delivers solutions
specific to the circumstances.
The common theme is
supporting clients to achieve
the required performance.
Whether that is restructuring
the balance sheet, improving
profitability, having visibility of
cash flow, introducing new
funding or simply having robust
information to make an
informed decision.
The Firm uses a network of
over thirty associates to
provide the right skills into each
project.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
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10. Thomas Lane
Thomas has extensive international experience of improving
business performance. Since 1997,Thomas has led successful
business improvement and turnaround projects. He has a
proven ability to identify, plan, implement and manage change
in time critical, sensitive projects.
Prior to Replus, Thomas spent four years in KPMG’s
Restructuring Team where he concentrated on operational
improvement of cross border and complex turnarounds.
Thomas’s career has also included two years in South East
Asia, where he restructured the operations of a footwear
supply business. Before his involvement with under-
performing businesses, Thomas spent six years in the British
Army.
Thomas has an MBA from Cranfield University.
Examples of work performed
Industrial, UK & USA
Ensured continued banking support
for a FTSE 350 company by
producing the information
memorandum (including cash flow
information) on its key subsidiary in
America.
Automotive, Southern Africa
At the request of this African
conglomerate, identified and
assessed the options available to its
under-performing automotive
operations
FMCG, Asia
Based in Vietnam, turned around
the Far East operations of this
British based trading company.
Airlines, Switzerland
Reduced cash commitments, debt
and balance sheet liabilities of the
third largest aircraft leasing
operation assisting its airline parent.
M: +44 (0)7715 704904
E: thomas.lane@replus.co.uk
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
9 of 13

11. Case Studies
Internet Adwords, UK
The UK subsidiary of a
NASDAQ listed business
where Group revenues were
US$475m, had concerns
about its solvency as it was
facing a number of legal
claims.
Thomas Lane of Replus joined
the Board as a non-executive
director to guide the Board
and ensure the Company
traded correctly.
Although a prepack sale had
been developed, a legal issue
could not be overcome. As a
result the Board put the
business into Administration.
TV Manufacturer,Turkey
After raising a high yield bond,
the Turkish manufacturer
encountered trading issues and
defaulted on interest payments.
Replus was appointed by the
issuer to support the business
and liaise with bond holders.
After reviewing the business,
Replus approached the bond
holder group to brief and
develop an understanding
between different capital
groups.
The business was placed in
Bankruptcy Protection by the
Turkish Court and Replus
continues to liaise with the
stakeholders
Food Producer,Turkey
An Olive Oil producer in Turkey
had received a bilateral loan
from a London based fund, but
had defaulted on its interest
payments.
The fund appointed Replus to
review the business and
implement a cash flow
management programme.
Thomas Lane led the project
and worked with other funders
to the business.
The project identified
management fraud which led to
the arrest of two directors. The
business was stabilised and the
London fund was able to exit
without any loss.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
10 of 13

12. Case Studies
Anaerobic Digestion, UK
The start-up business
established to build an
anaerobic digestion plant in
North East England, and
whilst they had the
feedstocks, site and
technology, did not have the
required £16m to construct.
Replus assisted with the
corporate strategy and
financial planning which
demonstrated a roll out
programme of six plants was
both viable and easier to fund.
Replus then introduced
potential funders and assisted
management to run the
funding process.
In December 2012 the
Company received a £100m
facility from a UK fund, with
the site going live in 2015.
EthanolTrader, Switzerland
A major Brazilian sugar and fuel
business was concerned about
the activities of its European
subsidiary, as despite sales in
excess of $1bn and previously
strong profitability, it was
requesting additional funding.
A team from Replus embedded
itself with the subsidiary to
review the business,
understand its past and current
performance and quantify the
financial support required.
The subsidiary was stabilised,
due to measures introduced by
Replus. The holding company
increased its investment in the
business and replaced senior
management.
Ship builder, Netherlands
An established Dutch steel
Group had commenced on the
building of fourteen coastal
freighters. The Group’s €25m
EBITDA was not sufficient to
fund the €140m construction
cost and the cash drain was
adversely affecting the other
group businesses.
Replus reviewed the business
and liaised with the Group’s
main bank. Additionally Replus
sourced contingency bridging
finance to enable the ships to
be finished.
As a direct result of the work
conducted by Replus, the
Group received additional
support from its main bank
without resorting to the more
expensive bridging finance.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
11 of 13

13. Debt Fund,Turkey
After working with under-
performing businesses in
Turkey, where a key issue was
the lack of liquidity to enable
businesses to exit the Antalya
Approach, Replus set-up a fund
to acquire bank distressed debt
and restructure the debtor.
Replus identified an Istanbul
team to provide deal flow and
local expertise. It then sourced
non-discretionary funding of
US$ 200m from an American
alternative investment fund.
Whilst numerous transactions
were reviewed with PwC and
White & Case conducting due
diligence on five opportunities,
funding was withdrawn after
the global financial crisis.
Case Studies
Printer, UK
The recent start-up utilised new
technology to print individual
colour mail shots, statements
and offers for mass market
mailings. Unfortunately the
take-up of this process had
been below projections leading
to the bank appointing a
specialist manger.
Replus was appointed as the
interim finance director which
gave sufficient confidence for
the bank to allow the Company
to manage the process
themselves. Additionally,
Replus developed contingency
plans, including sourcing
further funding and
commencing discussion of the
sale of the business to a
multinational post business.
The Company succeeded in its
plan to win more business and
reduce costs.
Telecoms, Switzerland
The sister company of a major
UK TV, telephone and
broadband provider was unable
to receive additional group
funds to develop its digital
strategy due to the UK
business entering Chapter 11.
Thomas Lane led the review of
the Swiss business, developed
a revised financial plan and
worked with the management
to source additional external
funding.
The Swiss business received
equity investment and
separated from the UK
company. It now operates as
an independent telecoms
provider.
Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Thomas Lane
Case Studies
Contact
12 of 13

14. Dealing with Brexit
Summer 2016
Why this is important
Timings
Team
Immediate Actions
On-going Assessment
Action Plans
How Replus can help
About Replus
Case Studies
Contact
Contact
London office: 3rd Floor
2-4 King Street
London
SW1Y 6QL
United Kingdom.
T: +44 (0)7715 704904
E: info@replus.co.uk
W: www.replus.co.uk
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