Benefits of Making Business in Isle of Man | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN THE ISLE OF MAN WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN ISLE OF MAN WWW.MERGERSCORP.COM

4. Country Overview The Isle of Man is a self-governing British Crown dependency in the Irish Sea between England and Ireland. It’s known for its rugged coastline, medieval castles and rural landscape, rising to a mountainous center. In the capital, Douglas, the Manx Museum traces the island’s Celtic and Viking heritage. The Isle of Man TT is a major annual cross-country motorcycle race around the island. The Isle of Man is an English speaking dependency of the British crown but has never formed part of the United Kingdom.

5. Executive Summary The Isle is politically stable and enjoys parliamentary government without party politics. Its 1,000 year-old parliament, Tynwald presides over the Island's domestic affairs including, specifically, taxation. Britain is responsible for the Island's defence and foreign affairs. The island forms part of the EU single market and VAT area. The Isle of Man has an English common law type legal system and tends to follow English legislation. There is an infrastructure of sophisticated legal and other professional services. The Isle has a Financial Supervision Commission with a great deal of experience in overseeing and regulating sensitive financial areas. The island's currency is the pound and there are no exchange controls.

6. Introduction – Doing business in The Isle Of Man The Isle of Man is a leading international business centre renowned for its innovation, professionalism and long-standing policy of positive engagement with international initiatives and standards. There are many reasons to start your business on the Isle of Man, these include: • Stable Government and growing economy • Clear and simple tax regime • Supportive Government with close relationships to the private sector • Advanced infrastructure • Pragmatic regulation and consumer protection • Solid infrastructure for transport and technology • Financial support, including loans, grants and equity support

7. Conducting business in The Isle Of Man The Island has been at the forefront of IT infrastructure (both 2G & 3G, before recently adopting enhanced 4G capabilities). It has enormous telecommunications capacity and an uninterruptable power supply (having an undersea power connection with the United Kingdom as well as its' own back-up power plants) – something that provides peace of mind to twenty four hour operations such as the e-Gaming industry. As well as fiduciary and wider financial services, the Island has a number of attractions for business and investors, having a significant Shipping Register, an expanding Aircraft Register, a common VAT arrangement with the United Kingdom, as well as niche areas such a Space industry and BioMed cluster.

8. Taxation in The Isle Of Man The Isle of Man operates a simple taxation regime with two tax rates (or bands) for individual personal income. The standard (or lower) rate is 10% and the upper rate is only 20%. The standard rate (10%) tax threshold is £6,500 for a single person, £13,000 per couple. The remaining balance is taxed at the upper rate.

9. Trade The EU operates a system of customs duties and regimes which are common across the Customs Union whereby non EU goods arriving at an EU port must clear Customs and pay any duties/taxes that are due. Businesses have to arrange for the declarations and payments to be made whilst Customs authorities formally clear the goods from Customs control into 'free circulation', for delivery and trade within the EU. Alternatively, with the approval of the appropriate Customs authorities, goods may be entered, held or processed under a variety of duty/tax suspension regimes.

10. Banking in The Isle Of Man One of the oldest banks in the Isle of Man, the Isle of Man Bank Limited was formed 1865 and is based in Douglas. The bank offers current and savings accounts, credit cards, financial planning, personal loans, mortgages, limited offer savings accounts, online banking, and online shares dealing services. Currently, there are only 18 banks in the Isle of Man. In 2016, the Government introduced the ‘Alternative Banking Regime‘ to encourage the entry of new banks in the Isle of Man.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com