Benefits of Making Business in Cayman Island | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN CAYMAN ISLAND 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 CAYMAN ISLANDS WWW.MERGERSCORP.COM

4. Country Overview Cayman Islands, island group and overseas territory of the United Kingdom in the Caribbean Sea, comprising the islands of Grand Cayman, Little Cayman, and Cayman Brac, situated about 180 miles (290 km) northwest of Jamaica. The islands are the outcroppings of a submarine mountain range that extends northeastward from Belize to Cuba. The capital is George Town, on Grand Cayman. The islands are generally low-lying, though Cayman Brac has a central bluff that constitutes 90 percent of its landmass. The coasts are iron shore (limestone fringes with numerous marine fossils) interspersed with sandy beaches and enclosed by coral reefs.

5. Executive Summary Cayman About one-fifth of Caymanians are of European, mainly British, ancestry; another fifth are blacks, the descendants of African slaves; and two-fifths are of mixed African and European ancestry. The remainder of the residents are of other mixed ancestry or are expatriates. English is the official language and the main spoken language, heard in a variety of dialects. Spanish is frequently a second language. The main population centre is George Town, where more than half the population lives. Grand Cayman has more than four- fifths of the population. The majority of Caymanians are Christian; the chief religious denominations are Church of God, United Church in Jamaica and the Cayman Islands (Presbyterian/Congregational), Baptist, Anglican, Roman Catholic, and Seventh-day Adventist.

6. Introduction – Doing business in Cayman Islands The Cayman Islands, a British overseas territory located in the western Caribbean Sea, has long been an attractive financial services center for investors and corporations. In addition to its bustling tourism industry, the islands offer a wide range of professional services such as banking, company formation, insurance, funds, vessel and aircraft registry, and its own stock exchange. The Cayman Islands is recognized as one of the world’s leading providers of institutionally focused and specialized financial services. It is also a favored destination for the structure and domicile of offshore investments. Today more than 11,000 funds, of which 70% retain U.S. managers, are registered at the Cayman Islands Monetary Authority.

7. Conducting business in Cayman Islands The Cayman Islands distinguishes between doing business within the Islands and doing business outside the Islands. The Local Companies Control Law governs foreign ownership and control of businesses doing business within the Islands, and ordinarily requires 60% Caymanian ownership and control. Registering a company in the Cayman Islands can happen in a short amount of time, typically three-to-five business days, although express same-day service is available. Fees are also relatively low and no minimum capital requirements are stipulated. Fees, however, do rise as the amount of share capital increases.

8. Taxation in Cayman Islands No direct taxation is imposed on residents and Cayman Islands companies. The government receives the majority of its income from indirect taxation. Duty is levied against most imported goods, which is typically in the range of 22% to 25%. There are no taxes on corporate profits, capital gains, or personal income. There are no taxes on corporate profits, capital gains, or personal income. Jump to Taxation - No direct taxation is imposed on residents and Cayman Islands companies. The government receives the majority of its income from indirect taxation. Duty is levied against most imported goods, which is typically in the range of 22% to 25%.

9. Trade The Cayman Islands is the 159th largest export economy in the world. In 2017, the Cayman Islands exported $588M and imported $3.33B, resulting in a negative trade balance of $2.74B. The top exports of the Cayman Islands are Recreational Boats ($513M), Gold ($26.8M), Refined Petroleum ($11.3M), Planes, Helicopters, and/or Spacecraft ($4.92M) and Telephones ($4.27M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Recreational Boats ($1.52B), Passenger and Cargo Ships ($857M), Refined Petroleum ($252M), Sulfate Chemical Woodpulp ($130M) and Uncoated Paper ($99M).

10. Banking in Cayman Islands The Islands are the world's sixth largest offshore banking center with 212 banks and US$1.5 trillion in international assets booked through the islands as of March 2014. As evidence of its status as a financial center, 40 of the world's top 50 banks hold licenses in Cayman. The Cayman Islands is one of the leading international financial centers in the world. Over 80% of more than US $1 trillion of deposits are booked through banks in the Cayman Islands, representing interbank bookings between onshore banks and their domestic branches or subsidiaries.

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