Benefits of Making Business in Anguilla | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN ANGUILLA 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 ANGUILLA WWW.MERGERSCORP.COM

4. Country Overview Anguilla is a British overseas territory in the Caribbean. It is one of the most northerly of the Leeward Islands in the Lesser Antilles, lying east of Puerto Rico and the Virgin Islands and directly north of Saint Martin. The territory consists of the main island of Anguilla, approximately 16 miles (26 km) long by 3 miles (4.8 km) wide at its widest point, together with a number of much smaller islands and cays with no permanent population. The territory's capital is The Valley. The total land area of the territory is 35 square miles (91 km2), with a population of approximately 17,400.

5. Executive Summary Anguilla is one of 14 British overseas territories which, while under the jurisdiction and sovereignty of the United Kingdom, are not a part of the UK. Queen Elizabeth II, the British monarch, is head of state. The territory has a common law legal system based on British law; power over domestic affairs is determined by a locally elected House of Assembly, currently led by Chief Minister Victor Banks. Anguilla has recently made progress in developing its offshore financial sector, which is the country's main industry along with high-end tourism. It is now the fifth most popular jurisdiction for captive insurance and is becoming increasingly attractive for foreign direct investment.

6. Introduction – Doing business in Anguilla Anguilla International Business Companies (IBC) limited by shares are restricted to do business with residents and are conceived to do business internationally. They can be incorporated with a single shareholder and director, who may be from any nationality, may be the same person and who may be a corporation or a natural person. Businesses thrive best in environments that aren’t marked by social unrests, regular labor strikes and other kinds of chaos. This is exactly what you get in Anguilla: a politically-stable environment that enables domestic and foreign establishments to succeed.

7. Conducting business in Anguilla Anguilla is one of the most attractive offshore locations to start a company. This British Overseas Territory not only has a low-tax environment for corporations and individuals, but is also home to a well-regulated financial services industry and the procedure for setting up an offshore company is pretty straightforward. Businesses thrive best in environments that aren’t marked by social unrests, regular labor strikes and other kinds of chaos. This is exactly what you get in Anguilla: a politically-stable environment that enables domestic and foreign establishments to succeed.

8. Taxation in Anguilla Anguilla is a part of the Britain Overseas Territory, and it has become a respected tax haven. The offshore jurisdiction of Anguilla levies zero-taxation on all income generated outside of the jurisdiction by offshore companies. Anguilla is a pure tax haven that does not impose income taxes, estate taxes, or capital gains taxes on individuals or corporations. Anguilla aims to obtain 15% of its energy from solar power to become less reliant on expensive imported diesel.

9. Trade Anguilla is the 212th largest export economy in the world. In 2017, Anguilla exported $9.6M and imported $77.4M, resulting in a negative trade balance of $67.7M. The top export destinations of Anguilla are the United States($3.85M), France ($1.26M), Greece ($1.24M), Sweden ($471k) and Saint Kitts and Nevis ($385k). The top import origins are the United States ($43M), France ($16.8M), Poland ($3.6M), Japan($2.41M) and Barbados ($2.17M).

10. Banking in Anguilla Domestic banks are licensed under the Banking Act, 2015. There are currently three domestic banks: National Commercial Bank of Anguilla Limited, FirstCaribbean International Bank (Barbados) Limited and Scotiabank Anguilla Limited. On 22 April 2016, two domestic banks of indigenous capital: National Bank of Anguilla Limited and Caribbean Commercial Bank (Anguilla) Limited ceased to carry on banking business. The operations of the banks were transferred to a recently established bank, the National Commercial Bank of Anguilla Limited, which is solely owned by the Government of Anguilla. FirstCaribbean International Bank (Barbados) Limited and Scotiabank Anguilla Limited are two well-known international banks.

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