1. Mazars Corporate
Finance
and
Transaction Services

2. Mazars Corporate Finance and Transaction
International, independent and integrated
Mazars in the United Kingdom
A major assurance and advisory firm in the UK
with more than 1,100 staff operating from 15
offices
Strong focus on providing services to owner
managed businesses and listed companies,
particularly those with international operations
Fee income > £100m
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3. International, independent and integrated
Worldwide
Mazars Corporate Finance and Transaction
Worldwide
82 countries 313 offices 28,000 staff
One of the world’s leading accountancy and
advisory firms
An integrated network of 13,000 professional
staff in 61 countries, generating revenues of
more than $1 billion
As a founding member of Praxity, the 7th largest
firm alliance worldwide, we have access to
26,000 professionals in 82 countries
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4. Mazars Corporate Finance and Transaction
Mazars
an integrated corporate finance
and transaction services team
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5. Mazars Corporate Finance and Transaction
How we are organised
Corporate Finance
18 partners 50+ staff 8 UK offices
Transaction Consultancy
Lead advisory services
services
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6. Mazars Corporate Finance and Transaction
Services
Mazars
Lead Advisory
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7. Mazars Corporate Finance and Transaction
Why Mazars?
Lead
Advisory
 Our focus is on providing a lead advisory service to a range of listed companies,
owner managed businesses, entrepreneurs, investors and small and medium
sized companies
 We work closely with businesses and managers to understand their needs and offer a
range of possible solutions
 As advisors we aim to support our clients throughout their lifecycle and to build
lasting working relationships
 We are experienced in taking public companies private, capital raisings and regulated
work
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 Our teams are partner led, supported by a dedicated client service team
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8. Mazars Corporate Finance and Transaction
Our services
Lead
Advisory
Disposals Acquisitions Finance Raisings Mergers
 Identify potential buyers  We can help identify and  Delivery of advice on  Mazars can act on behalf
& co-ordinating the evaluate potential targets the most appropriate of a client to negotiate a
distribution of information way to raise finance favourable deal
to interested parties  We provide a range of
advisory services covering  We have experience in  Our input can provide the
 Production of business all parts of the acquisition helping companies necessary momentum to
plans process raise debt and capital ensure a smooth route to
both privately and completion
 We can help our clients  Our team is generally through the public
to structure a deal to engaged in a deal markets
their best advantage structuring role
 Helping clients to
ensuring a successful
sale  We advise management optimise return and
teams on all aspects of working capital
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MBOs and MBIs requirements
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9. Mazars Corporate Finance and Transaction
Our services (continued)
Lead
Advisory
Financial General Advisory
Valuations MBOs & MBIs
Modelling Services
 We are experienced at  We put together financial  We work closely with  Alongside the more
valuing businesses in a models for clients to management teams to specific services, we offer
range of sectors enable them to evaluate understand their needs a more “high level”
businesses and proposals general advisory
 We use methodologies  We drive the process to capability
appropriate to the type of  These can range from free management time
business being valued simple cash flow forecasts  We provide clients with
to complicated scenario  We like to be viewed guidance and help on
and the purpose of the
valuation modelling as an extension of the strategic matters and
management team specific deal related
 We benchmark value to  These are then used in the issues
similar companies or production of a business
transactions plan
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10. Mazars Corporate Finance and Transaction
Regulated services
Regulated
Services
Takeover Other regulated
PLUS
code services
 Rule 3 Adviser role, acting  We are a official PLUS  Approval of financial
on Takeover code offers Market Corporate Adviser promotions
 Dealing with issues raised  Ensure eligibility &  Authorised to be
by The Takeover Panel suitability criteria met appointed as fund
managers
 Managing the process to  Ensure Directors
a successful completion understand their
responsibilities
 Ensure due enquiries
made to confirm
information provided to
PLUS is accurate
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 Assisting companies during
the listing process
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11. Mazars Corporate Finance and Transaction
Services
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Recent deal experience …

12. Mazars Corporate Finance and Transaction
Services
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Recent deal experience …

13. Mazars Corporate Finance and Transaction
Services
Mazars
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Transaction Services

14. Mazars Corporate Finance and Transaction
Assisting you make the right decision
Our approach to working with lenders is designed to assist you
undertake a robust pre-deal evaluation of the investment
opportunity. This will assist you to make informed decisions on …
Whether or not to proceed with the deal
… whether or not to lend
… the pricing of key risks
… prospects of servicing the debt …
… and ultimately, assist you to minimise risks associated with the
lending decision and assist the target business maximise value
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from the funds received
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15. Our due diligence approach
At Mazars we do not have a standard due diligence “product”. We
Mazars Corporate Finance and Transaction
believe that it is critical to understand your objectives and to adapt
our processes and approach to reflect the key risks of each
transaction and the strengths and weaknesses of your team
Our approach comprises a combination of operational,
commercial and financial due diligence, and …;
… a tailored and flexible … identifying and
… high levels of service
approach reporting issues
 our scope of work will be
 our team will be partner  we will report to you on
adapted to meet your
exact needs led and comprise senior the issues that matter and
staff who are experienced provide you with the
in transaction projects assurance you need to
 our partners and the team make the right decision
will be available at all
times to discuss any
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issues that arise during
the due diligence process
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16. Our due diligence approach
Our Transaction Services team has significant expertise and
Mazars Corporate Finance and Transaction
experience of supporting clients with high quality services at all
stages of the acquisition process
From our perspective it is important that commercial and
operational due diligence work is started before any
detailed analysis of the financials is undertaken
Deal
Search for Operational Commercial Financial Post success
acquisition due due due deal and
targets diligence diligence diligence integration strategy
review
This way comfort can be obtained that financial analysis is performed in
the ‘right context’
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17. Operational due diligence (‘ODD’)
To ensure the maximum benefit is achieved from a transaction it is
Mazars Corporate Finance and Transaction
critical that the internal operations of both the target and the
acquirer are leveraged to unlock value, seize opportunities for
synergies and efficiencies and maximise cash flows
Key issues we would typically address during ODD include;
Staff and Business Customer and
The supply chain
management team processes supplier relations
 individuals who may  understanding their  key  understanding the
be critical to ongoing systems and characteristics of nature of customer
success processes existing chain and supplier
 barriers to  barriers to  extent to which relationships
successful integration of key supply chain  barriers to
integration of teams systems efficiencies may changing existing
 demographic  key areas where be obtained relationships
characteristics of the efficiencies may be  barriers to
staff pool obtained integration of
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supply chains
Our work in these areas is typically performed in partnership with your team and the extent of
our involvement is tailored to your needs.
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18. Commercial due diligence (‘CDD’)
Commercial due diligence involves a thorough assessment of ‘external
Mazars Corporate Finance and Transaction
factors’ and the target’s position in the current and projected market
conditions. Key here is developing a detailed understanding the wider
market and competitive landscape in the target’s industry
This is particularly important if you are considering an acquisition to help expansion into
new markets
Key issues we would typically address during CDD include;
Competitive Product
Market access Order ‘pipeline’
landscape positioning
 extent to which  understanding key  understanding the  the extent to which
barriers to entering local and global USP’s of the target’s committed orders
the market exist competitors and competitors have been
 successes or failures  identification of key products received
of others in entering current and  investigating market  assessing future
the market expected market perceptions of the intentions of key
trends products customers
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Work in these areas is typically performed in partnership with your team and the extent of our
involvement is tailored to your needs.
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19. Financial due diligence (‘FDD’)
Understanding an organisation’s historical financial performance, its on
Mazars Corporate Finance and Transaction
and off balance sheet assets and liabilities, and the key assumptions
underpinning its projected performance is crucial to assessing the
viability of a transaction and deal price
Key issues addressed during FDD are typically driven by
the findings of CDD and ODD, these may include;
Historical financial Working capital Projected financial Purchase price
performance requirement performance adjustments
 assessment of  understanding  assessing the extent  assessing the
‘normalised’ fluctuations in to which key extent to which
profitability and cash working capital assumptions reflect issues identified
flows requirement historical trends (e.g. off balance
 cross referencing  Identification of  sensitivity analysis sheet liabilities,
key historical trends / potential ‘funding and robustness of EBIT adjustments)
ratios to projections gaps’ contingency plans may impact on the
purchase price
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Work in these areas is typically performed in partnership with your team and the extent of our
involvement is tailored to your needs.
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20. Big experience
Recent lender focused projects include
Mazars Corporate Finance and Transaction
Provided financial Provided financial Provided working Provided financial Provided financial
due and tax due Provided operational capital reviews for and tax due and tax
diligence to diligence to and commercial due diligence to an due diligence to an
diligence to
Insurance broker electrical control
and and systems business
in the context of Financial Services and
in the context of re- providing additional division in the context of
financing a in the context of funding to an providing short term
in the context of an in the context of
bathroom products the acquisition of insurance industry working capital funds to a
acquisition an MBO
business United Leisure Ltd business number of customers
Independent Independent Independent
Independent Independent Independent
Business Review Business Review Business Review
Business Review Business Review Business Review
for and turnaround and turnaround
for for for
advice to advice to
and the management and the management and the management and the management
team of an IT software and the management team of an automotive and the management
team of a nursing and team of an
business team of a niche planning dealer team of a independent
care home business in the audio-visual business
consultancy business school
South West
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21. Mazars Corporate Finance and Transaction
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Mazars
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South West Team

22. South West Regional Team
Worldwide
Mazars Corporate Finance and Transaction
Locally
4 offices 6 staff
Offices in Bristol, Cardiff, Poole, Southampton
CF Partner, TS Senior Manager, 2 CF Managers,
2 Seniors
Working with OMBs, Mid Tier Corporates, Banks,
Private Equity Houses, International Clients
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South West
Region
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23. Your local team
big experience is backed by a
Mazars Corporate Finance and Transaction
Our
personal touch
Adrian GODFREY
Partner – Corporate Finance
Adrian specialises in M&A and private equity work. He
has experience in a wide range of sectors including
manufacturing, engineering, support services, healthcare
and education. He also provides advice to higher and
further education institutions on mergers and strategic
projects.
Telephone: +44 (0) 117 973 4481
Email: adrian.godfrey@mazars.co.uk
Chris HODGE
Director - Transaction Services
Chris has specialised in TS for over 7 years. He has
significant experience of cross border deals and has
worked with many banks, private equity firms and
other financial investors along with a wide variety of
organisations ranging from start up businesses to FTSE
100 groups.
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Telephone: +44 (0) 207 063 4399
Email: chris.hodge@mazars.co.uk
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24. Your local team
big experience is backed by a
Mazars Corporate Finance and Transaction
Our
personal touch
John HUGHES
Manager – Corporate Finance
John is a former senior banker with 6 years
experience in corporate finance and is well known
within Bristol's professional community. He
specialises in M&A transactions and debt raising in a
wide range of sectors including food and drink,
healthcare and property.
Telephone: +44 (0) 117 973 4481
Email: john.hughes@mazars.co.uk
Neil DAVIES
Manager – Corporate Finance
Neil has considerable deal experience across a
range of sectors and has worked on public and
private transactions including strategic
acquisitions, disposals, management buy-outs
and buy-ins. Previously, Neil has worked for
Deloitte and Smith & Williamson.
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Telephone: +44 (0) 1202 688445
Email: neil.davies@mazars.co.uk
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25. Your local team
big experience is backed by a
Mazars Corporate Finance and Transaction
Our
personal touch
Nick MILLARD
Senior – Corporate Finance
Nick joined the corporate finance team in November
2011, having trained in the assurance department of
Mazars. He has experience in a wide range of sectors
including education, retailing and manufacturing.
Telephone: +44 (0) 117 973 4481
Email: nick.millard@mazars.co.uk
Lorna BRYANT
Senior – Corporate Finance
Lorna’s principals areas of expertise include undertaking
research on potential targets, documentation on project
management of transactions.
Telephone: +44 (0) 1202 688445
Email: lorna.bryant@mazars.co.uk
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26. Clifton Down House 19 Neptune Court
Beaufort Buildings Vanguard Way
Clifton, Bristol, BS8 4AN Cardiff CF14 0RN
Tel : 0117 943 4481 Tel : 029 2031 3390
Fax :0117 974 5203 Fax: 0292031 3399
www.mazars.co.uk