This document introduces Evolution Capital and how they can help clients maximize value. It discusses their M&A expertise, technology sector focus, unique bespoke process, and track record. They provide strategic M&A advice, value enhancement programs, fundraising, and business sale services using a team that includes researchers, dealmakers, industry experts, and legal/tax advisors. The document includes examples of their tools and dashboards, proposed advisory services, pricing, and a case study on fees analysis. The overall summary is that Evolution Capital is an advisory firm that helps clients maximize value through M&A expertise, strategic planning, and transaction support services.

1. APPROVED BUYERS
FEBRUARY 2019

2. CONTENT
IMPORTANT NOTICE
This proposal is subject to the agreement and signing of a specific contract. Its contents are confidential and should not be communicated to any other party without the consent of Evolution Capital (UK) Limited.
S.NO TITLE PAGE
01 INTRODUCTION: Journey to Value Maximization 3
02 Our Process of Value Maximization 4
03
Maximizing Value: Advisors in maximizing value
M&A Expertise
Technology Sector Focus
Unique Bespoke Process
Our Track Record
5-9
6
7
8
9
04 Evolution Capital 10-11
05 Strategic M&A 12
06 Maximizing Value 13
07 Selected Track Record Credentials 14
08 Funding 15
09 M&A Case Study 16
S.NO TITLE PAGE
10 Buyers Proposition 17
11 Tools & Dashboard
M&A Modelling Tool
Financial Dashboard
18-19
18
19
12 Our Proposed Services
Primary Objectives
Our Advice Includes
Sample Output: Business Snapshot
Sample Output: Business Review
Sample Output: SWOT Analysis
Sample Output: Illustrative Value Proposition
20-23
20
21
22
22
23
23
13 Pricing 24
14 Arrow Business Communications:
Success Fees Analysis
25

3. The journey to Value Maximization
Purpose Of Document
To introduce Evolution Capital and
indicate how solutions may be
provided to support stated
shareholder objectives
Primary Objectives
- Fully understand and assess key
shareholder objectives and timescales
- Evolve a coherent growth strategy and
plan for Equity Networks
- To achieve maximum value
www.evolutioncapital.com

4. Our process of Value Maximization
Current
position
Funding
Full or partial
sale process
Maximum
realisation
of capital
Relevant services offered

Strategic review

Fundraising and M&A services
Business
planning
Value buildingPreparation
Integration
Strategic
review
Acquisitions and
organic growth
Equity v debt
www.evolutioncapital.com

5. Maximizing value
Advisors in maximizing value
01
02
03
04
M&A
expertise
Technology
sector focus
Unique bespoke
process
Our track
record
www.evolutioncapital.com

6. M&A Expertise
 Leading mid-market advisory firm since 2003
 End-to-end transaction advice from a multi-
disciplinary
team covering M&A, fund raising, business
sales, tax and legal
 Emphasis on strategy, value building and
realisation
www.evolutioncapital.com

7. Technology Sector Focus
 Exclusive focus on managed services and
IT
 Unparalleled sector knowledge and
benchmarking - Dedicated team delivering
market intelligence and benchmarking
www.evolutioncapital.com

8. Unique Bespoke Process
 Strategic review, information platform and
valuation
 Due diligence preparation and investigation
management, legal advice
 ‘Best in class’ transaction documentation
www.evolutioncapital.com

9. Our track Record
 Proven track record of demonstrable
success
 100 sector transactions completed
 £500+ million transaction value
 Developed and implemented £100m+
M&A programs
www.evolutioncapital.com

10. Business
intelligence
Strategic review Value
enhancement
programmes
Business sale Fund raising M&A and organic
growth
programmes
Transaction
support
Research analysts   
Deal originators  
Transaction advisors/accountants       
Dealmakers   
Industry experts       
Taxation advisors   
Solicitors    
Other support team members   
Evolution Capital
A unique fusion of skills and know-how
Evolution Capital
www.evolutioncapital.com

11. Evolution Capital
Key transaction advisory services
Business
intelligence
Fund raising Merger &
acquisitions
Business sales
services
www.evolutioncapital.com

12. Strategic M&A
How M&A works for our clients
Proposal for the provision of advisory services
INDUSTRY
CONVERGENCE
CONSOLIDATION NEWMARKETS ASSETS/EXPERTISE
Extend service proposition Increased market share
Gained competencies and
presence in new markets
Expanded technology know-
how and people/ skills
• Increased market Cap from
£65m to £85m
• 200% return on investment
on completion
• Increased revenues from
£27m to £54m
• Record return to investors
450% in 18 months
• Increased sales revenue by
30% to £100m
• 50% increase in intrinsic value
over 3 years
• European leader in Microsoft
Dynamics
• Record return to shareholders
circa 4 times sales revenue
www.evolutioncapital.com

13. Maximizing Value
3 key stages and a proven approach
Stage1: Analyze Stage2: Prepare Stage3: Deal making &
transaction
• Review business and
shareholder objectives
• Assess strategic and funding
options
• Advise on realizing objectives
• Strategic M&A plan/business plan
revision
• Develop funding proposition
• Research and identify targets
• Introduction and negotiation
• Investigation and due diligence
• Corporate finance legal and tax advice
to completion
www.evolutioncapital.com

14. Evolution Capital
Selected track record credentials
www.evolutioncapital.com

15. Funding
Selected funder relationships
www.evolutioncapital.com

16. M&A
Case study
Finalist
Listed
Company CEO
of the Year
TMT Magazine
Winner
UK CEO of
2016
LSE-nominated
AIM Market
Transaction of
the Year
2012 2013 2014 2015 2016 2017 2018
-
10
20
30
40
50
60
70
80
90
100
Marketcapitalisation,£millions
Market Cap Linear ( Market Cap )
www.evolutioncapital.com
ACQUISITION TIMELINE AND GROWTH IN MARKET
CAPITALISATION

17. Buyers Proposition
Success story SME market
ACQUISITION TIMELINE AND GROWTH IN MARKET
CAPITALISATION
-
2
4
6
8
10
12
Marketcapitalisation,£millions
Market Cap Linear ( Market Cap )
2019 2020 2021 2022 2023 2024 2025
Company
Value £2.0m
Company
Value £3.3m
Company
Value £5.4m
Company
Value £7.2m
Company
Value £9.0m
www.evolutioncapital.com

18. Tools and Dashboards
For Equity Networks
M&A
Modelling Tool
www.evolutioncapital.com

19. Tools and Dashboards
For Equity Networks
Financial
Dashboard
www.evolutioncapital.com

20. Our proposed services
Strategic review
 Detailed operational and financial review of the
business and shareholder objectives
 Comprehensive assessment of strategic and
funding options
 Advise on how to maximize value and realize
business and shareholder objectives
Primary Objectives
www.evolutioncapital.com

21. Our proposed services
Strategic review
 Review of shareholder objectives
 Review of the strategic business plan
 Market Positioning
 Products & Services analysis
 Customer & Contract analysis
 Operational review
 SWOT & KPI analysis
 Financial analysis
 Financial analysis
 Performance benchmarking
 Valuation
 Strategic recommendations
 Funding proposition/obstacles to funding
 Business options and achieving objectives
Our advice includes
www.evolutioncapital.com

22. Our proposed services
Sample output
2. Business review
Organization Structure
1. Business snapshot
Case Study: Example
www.evolutioncapital.com

23. Our proposed services
Sample output
4. Illustrative Value projection3. SWOT Analysis
www.evolutioncapital.com

24. Buyers proposition - Pricing
FULLY MANAGED
Standard PackageMost Popular Package
18,000
£
PARTNERSHIP
complete
fees
Gold Package
RETAINED
/ 5,000£
Per
month/ 3,000
£
Per
month/
What do you receive for this:
 Introduction to value enhancing acquisition
opportunities that match with your target profile
 Delivering outstanding transaction outcomes with
full access to our deal making and transactional
team
 Delivering insight and uncovering intrinsic value
What do you receive for this:
 Introduction to value enhancing acquisition
opportunities that match with your target profile
 Access to our deal making & transactional team
 Delivering insight and uncovering intrinsic value
 Proactive sourcing and target acquisition
 Fully managed approach
 Achieving target growth
What do you receive for this:
 Introduction to value enhancing acquisition
opportunities that match with your target profile
 Delivering outstanding transaction outcomes with full
access to our deal making and transactional team
 Delivering insight and uncovering intrinsic value
 Proactive sourcing and target acquisition
www.evolutioncapital.com

25. Arrow Business Communications
Success fees analysis
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Fees,£
Deal size, £m
FY17 Standard
Proposed
Arrow Legacy
Fees in £k @ £2m £3m £4m £5m £7m £10m
FY17 Standard 90 130 170 210 290 410
Proposed 80 120 160 200 260 350
Arrow Legacy 90 125 155 185 235 310
Proposed structure From To %
First £5m - £5m 4.0%
Second £5m £5m £10m 3.0%
Third £5m £10m £15m 2.0%
Thereafter £15m+ 1.5%
Legacy structure From To %
First £1m - £1m 5.0%
Next £1.5m £1m £2.5m 4.0%
Next £2.5m £2.5m £5m 3.0%
Thereafter £5m+ 2.25%

26. Evolution Capital
48 Dover Street
London
W1S 4FF
t 020 3696 2810
e info@evolutioncapital.com
w www.evolutioncapital.com
© 2018 Evolution Capital (UK) Limited

27. Content
Buyers offering
 Buyers quality standards
 Advise and assistance with establishing a code of practice
 Buyer profiling and market proposition
 Advice with developing a compelling profile and winning market proposition
 Advice with developing a successful code of conduct and high standards of M&A process
 Networking
 Active participant in our events program
 Exclusive buyer within one our events
 Access to advisory services
 Market intelligence and benchmarking
 Researched opportunities and target profiling
 Introductions
 Confidentiality and exclusivity
 1-2-1 Introductions
 Researched opportunities and target profiling
 Preliminary due diligence
 Advice with deal making and deal structuring
 Legal and taxation advice
 Negotiation support, obstacle removal and completion report
 Assistance with completion
www.evolutioncapital.com

28. Approved Buyers Proposition
Buyers Challenges
 Receiving a lot of information memorandums that don’t meet their target profile
 Time wasted in qualification
 Receiving IM’s that may not be accurate or lack depth/detail
 IM by design are pitched at over inflate the opportunity and short of risk
 Receiving IM at the wrong time/where they are not in the market
 Sellers expectations can be higher than market expectations/rates
 Advisory sale processes create contention which drives up drive up the price
 Attracting companies which match their ideal profile and they have identified
 Best performing businesses are often onto go to market and are picked off/identified by other
advisors/buyers
 Agreeing prices that are fundable/meet the dept. funding ratio’s
 Over paying for a company and over stretching your company resources
 Advise with transactions and tax/legal
 Opportunities failing DD or pulling out late in the process
 Rapidly changing sector and valuations
“Build a value enhancing deal flow”
Buyers Objective
www.evolutioncapital.com