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iDeal Realising the worth of your business AUTUMN / WINTER 2014 / 15 www.idealmagazine.org WHAT MAKES YOU VALUABLE? | INTERNATIONAL UPDATE | STATE OF THE MARKET | AND MORE! TOP MARQUES Exclusive interview: BCMS drives sale of leading vintage automobile specialist, Wildae Restorations WHY BCMS? Our three blue-chip executives, leading the way IT SECTOR REPORT Vibrant market, global success

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Page 1: iDeal Autumn Winter 2014

iDealRealising the worth of your business

AUTUMN / WINTER 2014 / 15www.idealmagazine.org

WHAT MAKES YOU VALUABLE? | INTERNATIONAL UPDATE | STATE OF THE MARKET | AND MORE!

TOP MARQUES

Exclusive interview: BCMS drives sale of leading vintage automobile specialist,

Wildae Restorations

WHY BCMS? Our three blue-chip executives,

leading the way

IT SECTOR REPORT

Vibrant market, global success

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The UK market leader in the sale of privately owned businesses would like to invite you to join one of our forthcoming seminars

These free, informative events are held around the country.

Our seminars have been created to help business owners consider their options for succession planning, and exit strategies.

To find out more or to register call: 01635 296193To view our current seminar diary, visit www.bcmscorporate.com

We look forward to welcoming you

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The value of experience / 4 – 7What new developments will impact on deal making going into 2015. Steve Anstey reports

International spotlight / 8 – 9 News and insights from our partner teams in Ireland, Benelux and the Mediterranean

COVER STORY / 10 – 13 What does it feel like to build and sell your business? We speak to the former owners of vintage car specialist, Wildae Restorations, who sold with BCMS

Leading from the front / 14 – 17 CEO Steve Dally, US Chairman Paul Daitz, and Jonathan Dunn, MD of our Major Transactions Group, on why they chose to work with BCMS

Sector overview / 18 – 20 BCMS offers an insight into the IT and Computing sector

What makes your business valuable? / 22 – 23 Where do acquirers find value in a company? Here are five key questions to consider when planning your exit strategy

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ContentsWelcomeAccording to Start-Up Britain, which tracks new company formations via Companies House, the volume of business start-ups is at record levels. At the time of writing, in the last week alone 8,675 new businesses were created, and 387,611 so far this calendar year. Recession often seems to precede a period of growth in company start-ups,

which is a very good thing for innovation, job creation and ultimately the future wealth and health of the UK’s business sector.

Recession will certainly have left some with no choice, but others will see it as the right time to back themselves, to assert more control over their own futures. Many will take their lead from a hobby, something they are passionate about, turning it into a business – and that’s not a bad place to start. Enjoying what you do and being passionate about it is attractive to potential customers because it invariably translates into quality. A good example of this is a company we recently had the privilege of selling, Wildae Restorations, who specialise in bringing classic automobiles back to life.

We caught up with Bill Cooke and David Trueman of Wildae for this issue’s cover story. “It was sheer enjoyment that made us set up this business,” they tell us. You can read the full interview on pages 10-13…

iDeal MagazineAutumn / Winter 2014 /15idealmagazine.org

EditorialBCMS CorporateColdridge House, Kingsclere ParkKingsclere, Newbury Berks RG20 4SW, UK

Reproduction in whole or part without written permission is strictly prohibited. Whilst every care has been taken during the preparation of this magazine, BCMS Corporate cannot be held responsible for the accuracy of the information herein or for any consequence arising from it. BCMS Corporate accepts no responsibility for the views expressed by contributors. Opinions expressed do not necessarily reflect BCMS Corporate policies. The articles in this magazine are intended to be for general information only and should not be used as the basis for divestment decisions. BCMS Corporate, its staff and contributors do not accept any liability for any loss suffered by readers as a result of decisions made purely on the basis of the contents of this publication. Professional advice should be taken in relation to all divestment decisions. BCMS Corporate is a trading style of BCMS Corporate Limited

CreativeRebecca Pritchard-WickensMatthew GrantE: [email protected]

Designed byApple Print & CreativeT: 01635 521654

Printed byCalderstoneT: 01737 851851

PublisherBCMS CorporateiDeal Magazine is published by BCMS Corporate, registered in England no. 2932734. This publication is copyright protected.

Brian Rebbettes, Chairman of BCMS

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The value of experienceAs BCMS deal completions continue across a wide range of sectors, 2014 looks like a good year for M&A. But what new developments will impact on deal making going into 2015. Steve Anstey reports

Predictions are increasingly positive about the prospects for M&A as 2014 progresses in what is a sellers’ market, with all acquirer types seemingly hungry to acquire. BCMS’ own recent experience confirms this wider sentiment having just concluded our most successful month of M&A activity since the recession took hold in 2008, completing 11 deals. We do however have a few notes of caution which mean vendors, acquirers and advisors need to ‘keep a finger carefully on the pulse.’ I would argue that by virtue of the sheer scale of BCMS operations in the UK, some 150 staff, well over half of whom are market-facing, we are very well placed to do that.

“ It is simply too risky to sit back and

hope that the right acquirer finds you”

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A political dimensionI always get a little apprehensive as a General Election approaches. If you don’t feel there is enough politics coverage by the media currently, then you won’t be disappointed over the next 12 months, as political announcements and commentary goes into overdrive.

What we hope is that politicians exercise caution when floating policy ideas between now and next May. Ill-considered policy announcements could threaten stability and the market’s predictability. A sense of continuity and no sharp tacks in the opposite direction are essential to ensure inward investment, capital investment by indigenous firms, job creation and, of course, deal making. After all, it’s the wealth effect which invariably wins elections.

A strong poundA strong currency has historically been synonymous with a strong economy, and we are doing well, by comparison with many of our trading partners. Mainland Europe is still very much in the ‘starting blocks’ of recovery, the European Central Bank (ECB) may need to start quantitative easing (electronic money creation by central banks to you and me). In the US, meanwhile, quantitative easing has never been switched off – money creation continues at a remarkable rate – something which is scheduled to end later this year.

In such circumstances it’s no surprise that Sterling has strengthened against the Euro and the US Dollar by 10% and 13% respectively so far this year. Sterling value will fluctuate, but generally it will continue to perform well against other currencies until recovery truly gets underway in Europe and the US economy is weaned off quantitative easing.

For UK domiciled companies trading across borders this is a challenge. Profits made elsewhere in the world are devalued when converted back into Sterling for reporting purposes. This is why Sterling strength features in the interim financial statements of UK plc.

Exports from the UK are of course less competitively priced as Sterling strengthens, but imports get cheaper, pressure on inflation consequently eases and therefore the pressure on the Bank of England monetary policy committee to raise interest rates diminishes.

How will this affect deal making?We would expect to see purely domestic M&A between companies who trade nationally to continue very strongly. We also expect that cross-border M&A, interest in UK targets from foreign acquirers, will continue as they seek to exploit growth in the UK and view us a relative safe haven in Europe.

In fact, analysis of 50 recent BCMS transactions reveals that 30% involved foreign acquirers. We are active in over 30 sectors, with some markets demonstrating high levels of activity. Computing and the wider IT sector accounted for 18% of deals; engineering and high end manufacturing accounted for 16%; wholesale, retail and distribution for 10%; services including marketing advertising, accountancy and other financial services 18% and pharmaceutical and medical 6%. The remaining deals were varied with no aggregate trend.

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In any M&A market, margin improvement through improved efficiency and productivity features highly, but in today’s market even more so. Also, technical advantage, brands and other means of achieving ‘price elasticity’ – in other words deal gains which help underpin demand even where prices are rising through actual price increases or currency fluctuations – are likely to feature.

Where the acquirers disclosed their motives to BCMS, 39% cited product, skills and technological advantage; 17% cited consolidation and removing waste and costs, and 16% cited client-base, contracts and brand as the drivers for acquisition.

New funding sourcesThere are a lot of cash rich buyers, larger corporates who have paid down debt and hoarded cash and private equity who have been busy exiting investee businesses and raising new funds; but debt is also still a factor in financing of many deals.

The funding environment still remains a challenge in the SME and lower mid-market from the banking sector, particularly High Street names, who are still cautious about SME business lending to support M&A or otherwise. Traditional lenders tend to be dogmatic, simply applying an EBITDA multiple as a mechanism for setting a debt ceiling and, consequently, the purchase price in some cases.

Despite this though, or rather, I should say because of this, the funding environment is becoming much more interesting and options are opening up if you know where to look. Unsurprisingly, where there is a need, new innovative solution providers are moving into this space vacated by the traditional banks.

There are some interesting alternative funding sources emerging which broadly fall under the category heading of asset-based lending. So called ‘challenger banks’ are also mounting a ‘challenge’ to better known High Street banking brands in the business funding space. A longer-term trend to watch is the emergence of peer-to-peer funding, initially confined to individuals, it is now facilitating a move into the business funding space. I spoke recently with a finance broker who is on the cusp of completing a funding round for an acquirer to complete a buy-out via peer-to-peer funding. This is a relatively small transaction, raising £1.2m for a deal with an enterprise value of £2m. But it’s an interesting development nevertheless.

According to our recent deal data, the cash rich status of many acquirers is confirmed with 48% admitting to paying the consideration from company reserves. 22% admitted to using a mixture of funding types including asset-based lending and overall, 22% of buyers also had access to PE backing where needed. Not all acquirers disclose their funding sources.

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Appetite for acquisitionIn our case momentum, in the form of deal volumes, has built gradually over the course of this year, culminating in a record-breaking month in July of 11 completions. Our pipeline of expected completions is also robust. We continue to see really strong buyer activity from all quarters: SMEs, private investors, private and listed corporates here and overseas, private equity-backed businesses and various equity investors.

Despite this appetite, acquirers still appear to be selecting their targets carefully, such that anecdotally acquirers are struggling to deploy their capital. We are receiving more speculative enquiries directly from acquirers, letting us know their target requirements, or indirectly from their retained advisors. This would seem to suggest that the uncompromising and comprehensive research component of the BCMS service is still absolutely essential – it is simply too risky to sit back and hope that the right acquirer finds you; there is no substitute for a deliberate and targeted search.

One prolific acquirer told me recently, “We much prefer intermediated introductions to targets because we can quickly get into meaningful dialogue based on a professionally prepared IM. We don’t have the time and resource to speculatively approach companies that look right on the surface only to discover all isn’t as it seems when we get into the detail.”

Driving the dealAppetite aside, acquirer sensitivity to risk can still be described as heightened. Advisors need to exercise care during Due Diligence, which is broad and deep. Our own investment in a virtual data room for each client, and our unique arrangement with BCMS panel lawyers to review documents well before Due Diligence commences is helping ease the progress of this process. Without a firm hand on the rudder at this stage, advisors can risk deal fatigue on either buy or sell side. Deal momentum has always been important and perhaps even more so now.

Who will buy my business?The answer to this question is perhaps to pose another, “What do you want to achieve?”

Whether seeking an outright sale, an equity investor, longer-term succession or some shareholders wanting to sell and others wanting to stay, the good news is that the potential to structure a deal which is right for you is better now than I can recall; certainly since 2008.

“ We are receiving more speculative enquiries directly

from acquirers”

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International spotlightNews and insights from our partner teams in Ireland, Benelux and the MediterraneanInterviews by Nicola Revolta

BCMS IrelandAlan Branagh – Managing Director

What would be your number one tip for a business owner considering selling their business?

My top tip is to make sure that there are “no surprises” – you need to prepare your business for sale a number of years before you actually decide to take it to market. Plan to get all your legal and financial affairs in shape and, of course, engage professional consultants that know how to sell your business. Above all, you need to be prepared individually by getting your head in the right place for the journey, being sure of your outcomes and open to the choices you will have.

How much interest does your region get from overseas buyers?

BCMS Ireland did a survey recently of all the company acquisition transactions in both Northern Ireland and the Republic of Ireland. The buyer originating country

ratio was 40% Ireland, 20% Great Britain, 20% USA and 20% rest of world. BCMS’ global presence means we can identify and

facilitate interest from overseas buyers in multiple locations.

Are there any cultural traditions or subtleties of doing business in your region?

Ireland can be like a big village where people know people and the businesses we work with

understand this. They are therefore attracted by our confidentiality, integrity and independence

and know that, as we only work on the sell-side of the transaction, we are never

compromised during negotiations.

Ireland office facts:

Location: Belfast, Northern IrelandRegions supported: Northern Ireland and the Republic of IrelandSize of M&A market in Ireland

(2013): 237 deals and 25,844 million USD deal valueLanguages spoken by staff: English

www.bcms.ie

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BCMS’ unique methodology translates perfectly to international markets – because we have expert professionals on the ground in offices around the world, we have unmatched ‘local knowledge’ delivering maximum value for our clients.

Note - Source for all market size data: Zephyr Annual M&A Report Global, 2013

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BCMS BeneluxDerk Kropholler – Managing Director

What would be your number one tip for a business owner considering selling their business?

Be open-minded about who your acquirer could be and think outside the box. Have confidence in the interest your company will generate – it may be more attractive to a potential buyer than you think it is.

How much interest does your region get from overseas buyers?

We get a great deal of interest from overseas buyers. The Netherlands has always been a good starting point for international businesses wanting to access Western European markets. This is due to the many languages spoken here and our international orientation. We see a lot of interest from Scandinavia because of the cultural alignment and a growing interest from China.

Are there any cultural traditions or subtleties of doing business in your region?

Trust is important. A lot of Dutch business owners prefer a more informal atmosphere during meetings which is sometimes confusing for foreigners because, although the setting is informal, the issues always stay focused and business-like!

Benelux office facts:

Location: Huizen, The NetherlandsCountries supported: The Netherlands, Belgium and LuxembourgSize of M&A market by country (2013): Netherlands 1,380 deals and 133,173 million USD deal value; Belgium 449 deals and 31,859 million USD deal value; Luxembourg 129 deals and 20,581 million USD deal value Languages spoken by staff: Dutch, English, French and German

www.bcmsbenelux.nl

BCMS AKA/Mediterranean OfficeMehmet Soyer – Partner and General Manager

What would be your number one tip for a business owner considering selling their business?

We encourage business owners to view their company as a product and to apply the same marketing methods to their business as they do to their products and services. Businesses have a life-cycle and are grown to be sold.

How much interest does your region get from overseas buyers?

Interest in our region is continuously on the rise due to its growing potential as a market and its proximity to the developed countries, whilst still having comparatively lower production costs. All three countries have recently started operating with free economy principles – Turkey in the 80s and Bulgaria and Romania in the 90s. Turkey is now the centre for many manufacturing sectors, as well as tourism.

Most business owners here seek a foreign buyer and, thanks to our vast international database, we can offer our clients around 200 overseas prospects per project.

Are there any cultural traditions or subtleties of doing business in your region?

Some of the bazaar traditions remain strong and bargaining is commonplace. Many business owners think they are the best talent the world has seen!

AKA/Mediterranean Office facts:

Location: Istanbul, Turkey and Sofia, BulgariaCountries supported: Turkey, Bulgaria and Romania Size of M&A market by country (2013): Turkey 870 deals and 15,115 million USD deal value; Bulgaria 1,989 deals and 2,852 million USD deal value; Romania 404 deals and 2,162 million USD deal valueLanguages spoken by staff: Bulgarian, English, French, German, Italian, Russian, Spanish, Turkish

www.bcmsaka.com

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“It was sheer enjoyment that made us set up this business…”Client interview: There’s something about a classic car that appeals to us all. Earlier this year, BCMS advised on the successful sale of renowned vintage car specialist Wildae Restorations to the Joe Macari Group of Companies. Here, we speak to founders Bill Cooke and David Trueman at their Devon HQ to talk about how they built – and then sold – this rather special businessArticle by Nolan John

A 1930s Rolls-Royce Phantom 3 is not the first thing you expect to see in a Devonshire village. But when that village is Braunton, situated by the River Taw and the beautiful Saunton Sands, then the sight is not uncommon. For close to 40 years, Braunton has been home to Wildae Restorations Ltd, one of Britain’s most highly regarded classic and vintage car restorers. And here, it’s my slate-grey Vauxhall that looks a little out of place.

On arrival at Wildae Restorations Ltd, I’m greeted by William Cooke - Bill to his friends and loyal customers. He guides me through double glass doors into a bright workshop lit by daylight from numerous large windows.

The space is cavernous, and the scene is breathtaking: vintage Ferraris and Mercedes flank an Aston Martin, and a near completely restored Rolls-Royce in pristine condition stands next to a car that could be 100 years old. Here and there engine components and parts reside on work

benches alongside engineering tools. Cars in various stages of restoration are part-covered with plastic sheeting, their engines exposed awaiting further work.

At the centre of the warehouse, a fully restored automobile takes pride of place, awaiting one final wheel fitting. I am a big car fan, but I don’t recognise the marque. The reason soon becomes clear.

“ That’s a Belgian Minerva dating back from before the First World War,” Bill explains. “In fact this model was built in 1913. We’ve worked on this car for around three years, painstakingly restoring it.”

The Minerva has elegant coachwork crowned with two lanterns that seem more suited to a Victorian horse-drawn carriage than a motor car, and this design tension flows through the entire vehicle. It’s not a car, it’s a work of art.

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David & Bill with the 1913

Minerva

The gorgeous interior of the

Phantom 3

Many people take pride in their work, but when you talk to Bill about the cars in the workshop, his genuine, lasting passion for the automobile is revealed. “This Minerva came to us in pieces, with a damaged engine. Everything you see was restored by us. We worked with specialist suppliers where we needed certain materials, such as the vintage leather. I even had to seek out a foundry that could provide the iron castings for the engine block.”

How much is a car like this worth? Bill answers thoughtfully: “There are not many of these models left and they very rarely come on the market, if at all. A collector would easily spend over £100,000 on a restoration. This particular example is priceless.”

All in the detailsWe walk over to the Rolls Royce Phantom 3 – with impeccably finished black and silver painted coachwork – where Bill’s friend and business partner of nearly 40 years, David Trueman, is at work on the upholstery. David is keen to show me a rich purple fabric, bearing a print of a male peacock, with which the interior of the Rolls Royce has been upholstered to beautiful effect.

“ A collector would easily spend over £100,000 on a restoration, this

particular example is priceless.”

The attention to detail is astonishing. “I tend to try as much as possible to match the original look and type of materials used when restoring interiors,” explains David. “ I once worked with Axminster carpets to specially weave a type of

carpet needed for one project where it was simply impossible to find a replica of the original carpet used.”

In listening to both men speak about their work, neither betrays a Devonshire accent.

“I grew up in the Midlands. My father was a construction worker,” David explains. “He took ill when I was a child, which meant he couldn’t work around concrete dust any longer. We moved to Braunton to be near the sea so he could benefit from the fresh sea air.”

David found himself working on farms as an agricultural worker as a teenager but he successfully applied for an apprenticeship at a local car dealership in Braunton, where his love affair with the automobile began. It was the appeal of coastal life that brought Bill to Braunton, he explains. “I was a builder, and I decided to relocate to the area having enjoyed holidaying in North Devon.”

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A shared historyThe pair met quite by chance at the school gate, where both had sons in attendance at the local primary. It was through their children’s friendship that they became friends; a friendship which ultimately led to both men embarking on their first ever restoration project.

“I had bought a classic car that was in a complete state and I wanted to do it up in my spare time,” Bill explains. “I knew David could help me with the project and when I asked him, he was up for it. It was the sheer enjoyment of doing that project that gave us both the idea of setting up Wildae.”

With all the present success of the business, it is difficult to imagine that this huge workshop was once an empty engineering space, chosen purely because it was affordable – and came with an overhead crane pre-installed.

“I’ll never forget the very first day we both walked in here with our tools,” Bill explains. “The space seemed so vast and empty; we just looked at each other thinking: ‘What do we do now?’”

“In the early days people thought I was mad, giving up a stable job to go and set up a business restoring vintage cars. Especially as my wife had just had a baby!” says David. “At one bank they turned me down flat for a loan, as the only businesses they had ever supported were agricultural and farming related.”

One of the first customers came to them completely unexpectedly: a high net worth individual from the Midlands who said he had heard about their new business and had a number of cars that needed restoration.

“The business just grew and grew, with us eventually having to take on staff,” says Bill. “Our reputation spread as our customers, who were wealthy people started recommending their acquaintances and business partners to us.”

Despite only a modest investment in advertising – chiefly in car magazines – Wildae became so successful that it quickly outgrew its original space, with operations expanding into adjacent buildings to meet demand. The company soon added more workshop space, a paint shop and a machine room.

High-profile clientsIt wasn’t long before interest was received from international car collectors, high net worth individuals and even European royalty. When asked to pick one particular restoration that stands out against the many projects completed over the years, both men choose the same job.

“One of the highlights has to be the imperial car of South Korea,” says Bill. “It was presented as a gift to the

Emperor of South Korea from the Emperor of Japan. The job came quite out of the blue. Representatives from South Korea had spoken to one or two restorers in Britain, but unlike us, none of the other restorers could offer a complete restoration service.”

“That was a very special job,” adds David. “I’ll always remember the patterned gold silk that was used for the upholstery, which came from China and was only permitted for use on the imperial car. I feel proud knowing the car is still on display at the National Palace Museum of South Korea.”

“ In the early days people thought I was mad – giving up a stable job to start a business

restoring cars!”

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So, once restored, are these exquisite vehicles locked away in climate-controlled garages, never to see the light of day? Not a bit of it. Many Wildae clients invest in restoring these rare and precious automobiles solely for use in racing and rallying.

Cars like this 1920s French-built Ballot (pictured right) were designed with racing in mind. “Édouard Ballot, the Frenchman who manufactured these cars had worked with Bugatti,” says Bill. “Only a few Ballots were made but they are some of the best examples of sports cars from that time.”

RE-BUILT FOR SPEED! Wildae and vintage vehicle racing

Bill is quick to point out business hasn’t always been a smooth ride: “Things were difficult when the 1980s recession hit as we were still a young company. We did everything we could to keep the business going. It was tough for a while.”

The most recent financial crash did not have quite the same impact. “It seemed like wealthy individuals were still putting money into classic cars because they didn’t want to leave their cash in the banks,” Bill explains.

The decision to sellHaving invested so much of their lives in the business one imagines that making the decision to sell Wildae Restorations must have been difficult.

“We’ve worked at this for nearly 40 years now, and we always talked about where the business would go if we wanted to step back a bit,” says David. “We thought our kids might want to take over the business but they were never interested. Neither could the lads here look at buying us out. The only option then was to sell the business, as we didn’t want to just shut the doors.”

“We weren’t quite sure if the business was even worth anything,” he says, to my evident surprise. It was David’s daughter Estelle, who manages the office at Wildae, who suggested the next step. She noticed an advert for a BCMS seminar in Exeter, which offered advice for company owners thinking of selling up. “Estelle and I went along to the BCMS seminar and we were impressed by what we heard. Everything that was said made sense,” David adds. After further conversations with their accountant, it didn’t take both men long to decide to proceed with BCMS.

“It was great to have a whole team of people involved in the sale and everything happened as explained at the very beginning. We are grateful to Sue [Parkin-Russell] and Steve [Marston], members of the BCMS team who worked with us throughout the sale. They kept us informed and attending the meetings with interested parties,” says David.

“In the end we had a few people interested, but the Joe Macari Group were the ones we chose to move forward with,” says Bill. “The toughest bit was the final part of Due

Diligence. As we got closer to agreeing the sale the lawyers started asking for huge amounts of information. It became very intense. A huge amount of paperwork had to be prepared, on everything about the company from contracts to insurances…”

Bill adds that the motivation for the sale was not solely about realising the value in the business: “It was important to me that the business went to a good home. I never wanted to shut the doors, and I wanted the staff to be looked after. Some of these lads have been with us since leaving school; some I took on as apprentices.”

Where next?In looking to the future both men have not yet quite decided how they will adjust to life post-sale: “I’d like to do something completely different,” says Bill. “Being on the coast, I’ve always had an interest in steam trains. Between us we’ve got a bit of property as well so that will also need to be thought about.”

Surely wherever they go, they’ll travel in style.

Bill with the 1920s Ballot

These cars were made to be driven: “One of our repeat customers often races his vintage Rolls-Royce. One year he took part in the Peking to Paris Rally: one of the toughest endurance races, and the car went through hell. He wrote to us saying he had wrecked part of the engine crossing a river in Mongolia!”

“ It was important the business went

to a good home, and I wanted the staff

to be looked after. Some of these lads

have been with us since leaving

school…”

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Leading from the front

From Goldman Sachs to Ernst & Young, BCMS’ hand-picked senior management team has a blue-chip past and a clear vision for the future, offering our clients an unmatched service

BCMS has grown significantly since it was first established by the Rebbettes family in 1989. While we remain a family business, we know the value of international corporate experience. This is why BCMS’ shareholders have actively recruited blue-chip individuals with director-level experience at some of the most respected and successful organisations across the globe.

Here we meet Steve Dally, Paul Daitz and Jonathan Dunn – three BCMS senior executives, with combined 70 years+ experience in international corporates including Goldman Sachs, 3M and Ernst & Young. What is it about BCMS that attracts people of such high calibre, and how will they shape the future of this market-leading advisor?

EDUCATED:

Downing College, University of Cambridge

SELECTED PREVIOUS ROLES:

Senior Board, 3M UK; Anglo American

STEVE DALLYCEO, BCMS

EDUCATED:

Amherst College, Massachusetts

SELECTED PREVIOUS ROLES:

17 years at Goldman Sachs’ M&A division in the US, UK and Australia; Macquarie Group

PAUL DAITZExecutive Chairman, BCMS Capital Advisors LLC, New York

EDUCATED:

Queen Mary’s College; Stoy Hayward

SELECTED PREVIOUS ROLES:

M&A Director for EY, leading media transactions

JONATHAN DUNNMD, BCMS Major Transactions Group

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Moving on to progressively bigger challenges, in diverse markets from Industrial, to Consumer Products, I was appointed to the Executive Board of 3M UK plc in 2000 to the position of Head of M&A and Enterprise Growth. The key to 3M’s success was, and still is, understanding the customer and delivering unique, innovative client focused solutions.

In 2004, after spending 20 years with 3M, I was headhunted to join Anglo American and returned to operational management as MD of Mondi fine coated papers UK: through market segmentation, and customer focus with strong sales and operational planning, the business grew significantly in the five years I was there. 

What did you know about BCMS before you joined?

My first contact with BCMS came through working with [BCMS founding director] Dave Rebbettes in a number of trusts and charities. I built a great respect for Dave as an inspirational entrepreneurial businessman. Dave asked me to advise when BCMS was looking to build a Major Transactions Division, back in 2010, and I was keen to help.  It wasn’t until December 2013 that I joined BCMS in a full time role.

What interested you most about working with BCMS?

I was impressed with BCMS as a company, its market leading reputation, its ethos and family values.

The leadership and vision of the Rebbettes family was a prime motive in me joining: I admired the ethics, integrity, passion and commitment to success. BCMS has a great culture - this is a company where the staff are truly respected and cared for.

BCMS has a proved track record built over 25 years of experience in advising owners of SMEs in the release of equity for part or full sale.  They are a market leader in a strong position. I saw a company keen to learn, and expand, and my role is very much involved in taking the company on to the next level by injecting pace and focus. Focus is all about our clients - and how together we can build and shape solutions around their needs and requirements.

What is your background, and where did you work before joining BCMS?

Steve Dally: Most of my experience is in International Companies: building well-known brands, market leading positions with a high profile in their sectors.

I started my commercial life at 3M in a technical role before moving through manufacturing, sales and marketing and then business development. Whilst 3M is one of the biggest global companies, it’s made up of many small business units covering diverse markets. One of the first business units I managed was a subsidiary division which specialised in emergency and oil and chemical spill clean-up. Through understanding the market, sales and operational excellence and delivering solutions to customer needs, we trebled the business.  

In your opinion, what has made BCMS so successful over the last 25 years?

The simplicity of the product. BCMS offers an established market-leading service; an eloquent, effective, and proven selling process. Like all good business models, it’s a simple one. BCMS widens the net, creates genuine competition, and delivers the very best advice available to those looking to sell. BCMS staff are key to the success: businesses are all about people, cooperating for mutual gain. At BCMS, our teams work together with the client at the centre of our processes.

What do you see as the key future prospects for BCMS?

I see BCMS broadening our offer to clients, and building on the successes we have enjoyed.

We are going to come even closer to our customers to understand and deliver solutions to their needs. BCMS has been successful with our focus on trade sales, but the market is changing, and M&A is very different post-recession. Debt finance is still restricted, and deal making has become more challenging, as acquirers have to consider more creative, complex ways of funding acquisitions.

BCMS is already much, much more than a trade-sale specialist. We have a great story to tell, across multiple sectors, but it all comes back to individual client needs – and which is the best and most appropriate solution to deliver success.

“ My focus is all about our clients – together we will build and shape

BCMS around their needs and requirements”

Steve Dally – CEO

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cross-border. Some were friendly transactions, some hostile. I worked on some significant, high-profile deals, including the merger of Mobil and Exxon [a reported $73.7billion transaction], as well as the sale of Seagram to media conglomerate Vivendi. I was also the dedicated M&A banker for Bristol Myers Squibb, and executed a number of pharmaceutical, consumer products and business services sector deals on their behalf.

I am familiar with the different deal making process in US, Europe and the Asia Pacific region, and I left Goldman Sachs to join Australian Investment Bank Macquarie, where I was one of the first executives hired to develop the company’s operations in North America.

What did you know about BCMS before you joined?

Because BCMS operates in a different market sector – focusing on sell-side advisory for privately owned businesses – I had not interacted with BCMS professionally. However, a close personal friend of mine sold his business to a Private Equity firm, and he was successfully represented by BCMS. Additionally I knew Bob Goldsmith [President and CEO at BCMS North America], and he would seek my advice on how to develop and grow BCMS in the US. I began to understand the uniqueness of BCMS’ approach, and the more I learned the more intrigued I became.

What interested you most about working with BCMS?

I was attracted to the specific focus on privately owned businesses, and by BCMS’ technical expertise as a sell-side advisor. To advise clients on a sale requires a very particular skillset, and extensive technical knowledge, from research to deal structuring. These are competencies specific to our approach. My observation is that the quality of the BCMS process and approach differentiates us greatly from our competitors – it is thoughtful, sophisticated and proactive.

What pushed me towards BCMS was the culture of the company – meeting the shareholders, and understanding their personal integrity and commitment. They should feel proud of the working culture they have established.

What is your background, and where did you work before joining BCMS?

Paul Daitz: Investment banking, where I have over 25 years’ experience. I was hired on the graduate programme at Goldman Sachs straight after my undergraduate studies, and joined the Merger & Acquisitions department in New York. Over a 17-year career at Goldman Sachs – including working out of the London office, and 3 years in the Sydney office – my primary focus and responsibilities were as an M&A specialist, across all industries.

I worked in mega-cap deals and with publicly listed companies, in a wide variety of transactions – on the sell-side, the buy-side, and

In your opinion, what has made BCMS so successful over the last 25 years?

Our service, based on extensive research, and a broad approach to finding potential buyers. BCMS has established a genuinely international network. We have researchers and deal makers around the world and a clear, proven ability to market our clients globally. Competitors in our market are often sector specific, or localised. BCMS is comprehensive, and offers a much higher level process than the SME business owner typically gets from a standard broker.

I know our clients appreciate that they receive personalised attention from highly experienced deal professionals, with a built-in attitude that the client comes first, and the knowledge that we will be relentless in our approach to selling their business. Some clients don’t fully understand what we offer at the beginning of the process, but they are thrilled at the end, when they realise how much effort we dedicate to working for them.

What do you see as the key future prospects for BCMS?

The quality of what we do is evident from our track record: hundreds of deals, a successful formula, and a proven knowledge of how to complete a range of transaction types. For me, the greatest opportunity is optimising our international network, sharing best practice, working cross border and leveraging the expertise we have across the globe. This will ensure our continued success.

“ Competitors in our market are often sector specific, or localised.

BCMS is global, comprehensive, and offers a much higher-level process”

Paul Daitz – Executive Chairman, BCMS Capital Advisors LLC, New York

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the BBC, and I worked on a variety of multi-million pound deals to acquirers including Siemens, Macquarie, and Satellite Information Systems, who purchased the BBC’s Outside Broadcast division in 2008. My last deal before leaving for BCMS in 2010 was the sale of Nortel Networks Enterprise Division to Avaya, a $975m deal out of New York, involving the complex Chapter 11 process, which concerns US insolvency laws.

In your opinion, what has made BCMS so successful over the last 25 years?

Client focus. The mainstream M&A profession accounts for its time, literally. In previous roles, I had to account for each hour I spent with a client. My time – right down to six-minute periods – would then be calculated and invoiced to the client based on a charge-out rate. By the time I left, my rate was around

£600 per hour. Now, how can you possibly spend the time and effort BCMS does if you are set up in this way?

You won’t find another model like the one we use at BCMS. We spend as much time with clients as we need to get the deal done.

What did you know about BCMS before you joined?

Because I was dealing with larger, corporate clients, I had been operating in a different market. I did know the Rebbettes family though, and was impressed with their integrity, and entrepreneurial spirit. I knew I wanted to return to my roots dealing with smaller businesses and clients – I really enjoy working with business owners; people emotionally tied in to the outcome of a deal.

What interested you most about working with BCMS?

No-one in the M&A industry was operating the way we do at BCMS. No-one was talking directly to clients, to business owners. The Corporate Finance sector tends to rely on networking. But the lengths and breadths BCMS goes to sell our clients’ businesses – to find an acquirer beyond the obvious – is unique in my experience.

I joined to help establish the Major Transactions Group. For me it was an opportunity to be part of an exciting company at a senior level, shaping new directions for the organisation. The company was totally supportive, and gave me a high level of autonomy to build the team.

What is your background and where did you work before joining BCMS?

Jonathan Dunn: I’m an accountant by training, and after college I did a year’s foundation training, before moving to practice as a trainee with Stoy Hayward. This was a quicker, fast-track route into the profession, and because of where my birthday falls in the year, I was at one point the youngest qualified chartered accountant in the country! I spent 10 years at Stoy Hayward – now part of BDO International – before moving to Ernst and Young (EY), where I worked for over 14 years.

At EY, I operated in a variety of roles, before being appointed M&A Director for media transactions. My biggest client was the BBC, where I led the sale for some of the Corporation’s assets. This was relatively new territory for

Right from the start, I knew the decision was good personally and professionally. My experience in Private Equity and financial modelling helped us get a number of major deals over the line, including pharmaceutical services provider KBiosciences.

What do you see as the key future prospects for BCMS?

We will continue to replicate our strong UK market position in chosen international markets, as well as expanding our offering. We are looking to offer clients a range of services, including advisory, finance raising, and advising acquirers. At BCMS, we want to be more things, to more clients.

“ The time and resource we commit as a business to our

clients is unmatched”Jonathan Dunn – MD, BCMS Major

Transactions Group

“ You won’t find another

model like the one we use at

BCMS”

Page 18: iDeal Autumn Winter 2014

IT Sector overviewM&A activity in the IT and computing sector is vibrant, with significant demand for niche businesses from a diverse range of acquirers. The sector encompasses not only software development, but multi-device application development, and innovative hardware, such as embedded computer systems.

IT SECTOR: DEAL MAKING IN NUMBERS

215

Average number of potential acquirers

identified globally per IT project.

74%

The increase in offers submitted on BCMS IT sector clients - 2013 vs.

2014.

27

Average number of acquirers signing a binding non-disclosure agreement

per IT and Computing sector project.

29 Average number of seriously interested

acquirers per project

8 Average number of

exploratory meetings with potential acquirers.

IT and Computing acquisitions at an all-time global high…

Demand is significant, driven by better access to bank funding, stabilised global economies and cash-rich strategic acquirers, attracted to IP, revenue visibility and niche firms.

“It is widely reported by Merger Market that 2014 global deal volumes in the technology space have reached their highest level since 2006,” explains BCMS Deal Leader Shaun Farnden “This is partly due to growth in major developed economies, and increased overall investment confidence.”

BCMS teams have seen an increase in Management Buy Out and Private Equity acquirers completing deals, in addition to same sector buyers. Recent analysis also suggests that as well as bank lending, many more transactions are being creatively funded, including through cash reserves and via alternative lenders.

“Key to our success with technology clients has been the ability to communicate the benefits of the deal to an audience of competitive strategic buyers,” says Farnden, “including technical aspects, IP and maintenance revenue issues, which feature in negotiations.”

The value of competition

Recent BCMS Corporate-led tech completions, including Compass Computer Consultants Ltd (see case study opposite), demonstrate that competition amongst acquirers is central to maximising valuations.

In the past decade, BCMS has advised on the successful sale of 34 IT and Computing businesses across diverse specialisations and niches.

Our tailored approach explores all available resources for strategic, complementary and diversified buyers.

BCMS Research Analyst Chris Fox explains why a sourced approach to identifying global acquirers, delivers optimised value for shareholders.

The key to effective M&A research is to select the best potential acquirers through an exhaustive, open-minded and inclusive process, utilising multiple data sources and industry perspectives.

Our approach explores all available sources for strategic, complementary and diversified buyers. The relationships BCMS has within the IT and Computing industry, mean we capture daily communications with key acquirers from around the world, gaining direct insight into their strategic thinking.

By creating a competitive bidding environment for our clients we give them genuine options and the opportunity to achieve optimised valuations for their businesses.

Engaging IT Sector acquirers across the revenue spectrum…

In 2014 to date, acquirers of BCMS IT Sector clients have largely been British multinational organisations, with one-third of buyers being companies listed on the major stock markets.

As the chart demonstrates, the revenue profile of these acquirers is diverse with a notable concentration within the £10m – £100m range.

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Table: The value of competition – the range of offers from IT businesses

PROJECT A – Technology; Software Development; Hardware Systems…

OFFER 1 OFFER 2 OFFER 3

Bidder 1 £8m

Bidder 2 £5m

Bidder 3 £7.5m £11.9m £13.6m

Bidder 4 £2m

Bidder 5 £9m £11m

PROJECT B – Data Processing; Software Applications; Business Intelligence…

OFFER 1 OFFER 2 OFFER 3

Bidder 1 $10m $12m

Bidder 2 $9m $12m $15m

Chart: Examples of recent company sales involving competitive bidding.

Project A: generated fierce bidding which resulted in an £11m uplift in offer value.Project B: demonstrates the benefit of at least one other competitive bidder to the final transaction value.

Chart: Revenue profile of BCMS acquirers (January – June 2014)

Chart: Targeted IT sector acquirers by region

CASE STUDY: Compass Computer Consultants Ltd sells to Advanced Computer Software Group Plc

The successful acquirer was Advanced Computer Software Group Plc, an AIM-listed organisation, and one of the UK’s leading suppliers of software and IT services to health, care and commercial sectors.

Vin Murria, Chief Executive of Advanced Computer Software Group Plc, commented: “This earnings-enhancing acquisition is complementary to the Group’s existing education sector offering. It provides us with greater critical mass and a broader product range for the growing education market in the UK.”

“ This earnings-enhancing acquisition

is complementary to the Group’s existing

education sector offering.”

Vin Murria, Chief Executive of Advanced Computer Software Group Plc.

Compass Computer Consultants Ltd is a software development company specialising in providing business software solutions to the education sector. Established in 1988, the Cheshire-based company’s solutions include record management and customer relationship management (CRM) software.

BCMS identified 217 companies that could potentially acquire the business. Interest in the business was significant, with selected major international software organisations expressing a serious interest in acquiring the business.

After discreet approaches by the BCMS team, 12 companies met the shareholders to discuss the acquisition, which included North American, European and UK-based acquirers. Ultimately, four companies tabled offers for Compass Computer Consultants Ltd.

70%

60%

50%

40%

30%

20%

10%

0%< £10m £10m-£50m £100m+ £500m+

Compass Computer Consultants Ltd: Key Facts

DEAL VALUE: £14.5m (net of £2.6m cash and property)

LOCATED: Helsby, Cheshire

ESTABLISHED: 1988

STAFF: 38

BCMS RESULTS

ACQUIRERS IDENTIFIED: 217

SERIOUS INTEREST: 42

EXPLORATORY MEETINGS: 12

Asia-Pacific

Europe

UK

USA

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Mike Davies, former Shareholder and Director of Compass Computer Consultants Ltd discusses the successful sale of his company.

Why did you decide to sell your business?

In the last 10 years the thing that excited me most was designing and writing software. My business partner had reached his chosen retirement age and was working reduced hours, which left me engaged with the day-to-day management issues, and that simply didn’t interest me. That’s when we decided to start looking at a sale.

How did you find out about BCMS?

Once we decided to sell we started to look around at different advisors. We really had no idea how to sell the business. We then received an invitation to attend a BCMS seminar. We met one other advisory firm before deciding to choose BCMS.

How did you feel the sale process was managed?

The sale process was managed very well. Once we had approached a handful of buyers it became apparent that there were certain things we could do to increase the value of the business. The BCMS approach helped us tweak the business and make it more saleable, which had a beneficial impact on how much we got, who we sold to, and the conditions attached to the sale.

Are your staff staying with the company, and was this an important factor in the sale process?

That was really important right from the beginning – there were a number of companies we refused to speak to and who we would not have sold to, because we didn’t want our staff to be working for them.

What is your overall opinion of BCMS?

We were very impressed with everything BCMS did for us. BCMS had seen and done it all before, so they were able to impart a lot of knowledge to us which was invaluable.

To read this interview in full visit www.bcmscorporate.com/success-gallery

“ The BCMS approach helped us tweak the

business and make it more saleable, which had a

beneficial impact on how much we got, and who we

sold to.”

Mike Davies, former shareholder and Director of Compass Computer Consultants Ltd

Page 21: iDeal Autumn Winter 2014

maximising value, whatever your sector

EducationFinancial

Aerospace & Defence

Agriculture & Forestry

CONSTRUCTION

Chemicals

IT

Consultancy

Electrical Services

Energy & UtilitiesEngineering &

Manufacturing

ENVIRONMENTAL

Food

Beverage & Hospitality

Freight Forwarding Homeware

Industrial & Commercial

LEISURE

Marketing Services

MECHANICAL

Mining & Quarrying

Pharmaceutical & Healthcare

Publishing & Printing

Recruitment & HR

Scientific & Laboratory Services

Rental Market

Security & Safety

Textile & Fashion

Wholesale

Retail & Distribution

Franchising & Mail Order

Telecoms

Page 22: iDeal Autumn Winter 2014

What makes your business valuable?Potential acquirers will take an array of factors into account when assessing your company. But there are five key questions you’ll need to answer, as BCMS Deal Leader Shaun Farnden explains

Do you have any unique products, technology, patents or Intellectual Property (IP)?

YES: Anything a business ‘owns’ exclusively is likely to appeal to a potential acquirer – a unique product or process could be scalable, and open up brand new revenue streams. If you can do something no-one else in your market can, that will drive the value in your business.

NO: You might not have the legal copyright on a particular process or product, but perhaps your product range, your systems or the way you deliver your services, differentiates you in the market. This is likely to make your business an attractive target.

Do you have a stable, committed client base?

YES: This is likely to be a major positive; especially if you have clients under contract. Cross-selling and up-selling are key drivers for acquisition. Strategic buyers often seek access to ‘locked-in’ clients, perhaps located in new territories, which will provide a strong platform for growth and new routes to market for their existing products.

NO: Perhaps your customer base is fluid, or you offer a ‘one-time only’ service. You may have established clear routes to market, such as a distribution network, or partnerships, or sought-after business critical accreditations. These factors might make your business an attractive proposition.

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Page 23: iDeal Autumn Winter 2014

25 TOP DEALS BY SECTOR

Do you have a strong management team in place?

YES: Staff and infrastructure are key in a transaction. If you have established a dedicated, competent management team who can run the business on a day-to-day basis, then this is likely to be a huge positive for an acquirer or investor. It reduces the perception of risk when you exit.

NO: While some level of shareholder input is inevitable, it is important to demonstrate that your business doesn’t start and end with you. Acquirers are risk averse, and will not want to feel that if you leave the business, you take its best bits with you!

Do you have significant market share in your chosen sales territory?

YES: There is a clear advantage in having substantial market share and leading status in your field, especially if an acquirer is looking for high-level entry or immediate access to your sector.

NO: An ambitious acquirer may wish to catch the ‘up-and-coming’ business instead of the established bigger players. You may be more agile, flexible and therefore have far greater potential…

Is your business forecast to grow over the coming years?

YES: Growth is good. Acquirers are likely to target you if you are operating successfully in an expanding market, buoyed by factors such as regulation, legislation, or supply and demand. Alternatively, you may even be outperforming your competitors thanks to your key differentiators. Any credible growth plans will drive value.

NO: You may have an established mature business, with predictable revenues, or there may be certain factors limiting further growth. The stability can provide security to an acquirer, and a strong platform from which to grow the business. The whole can be greater than the sum of its parts!

Client Name SectorBluecherry Telecom Telecoms reseller

The Preactor Group Ltd Software development, manufacturing

Churchill Filestore Records management

Client name confidential Display advertising agency

Client name confidential Kitchen design, manufacture and installation

Delta Labelling Ltd & Delta Labelling (HK) Limited Specialist labelling company

Client name confidential Precision engineering

Droitwich Pharmacy Retail dispensing pharmacy

FTL Seals Technology Limited Specialist bearings and seals

Client name confidential Civil Engineering and Waste Management

Client name confidential Supplier of pet products

Client name confidential Floor protection products to industry

Client name confidential Fire detection and suppression systems

Kbiosciences Bio and Pharma services

Moo Ltd, operator of Preloved.co.uk Digital marketing platform

Client name confidential Car dealership

The Holiday Specialists Ltd t/a The Cruise Specialists Travel agency, cruises

NSTB Group Tyre dealership

Client name confidential Specialist protective clothing

Client name confidential Energy conservation services

Client name confidential Outdoor childrens clothing

Pitlivie Holdings, Macintyre Chocolate Systems Food manufacturing equipment

Client name confidential Environmental services

Client name confidential Energy conservation services

Softel Ltd Captioning & subtitling software

Page 24: iDeal Autumn Winter 2014

Worldwide LocationsAll our offices are staffed by deal makers with local market knowledge

BCMS United Kingdom T: +44 (0) 1635 296 193 | F: +44 (0) 1635 818 511 | E: [email protected] | www.bcmscorporate.com

International Headquarters Kingsclere Park, Kingsclere Newbury Berkshire RG20 4SW Tel: +44 (0) 1635 296 193

Redheugh House Thornaby Place Thornaby on Tees TS17 6SG Tel: +44 (0) 1635 296 193

Link 665 Business CentreCarrs Industrial Estate, Todd Hall RdHaslingdenRossendale BB4 5HUTel: +44 (0) 1635 296 193

BCMS Europe

Ireland – NI & ROI 25 Talbot Street Cathedral Quarter Belfast BT1 2LD Tel: 028 9082 3656 E: [email protected] www.bcms.ie

Polandul. El Elżbiety Drużbackiej 15 01-622 WarszawaPolandTel: +48 604 493 933E: [email protected]

Turkey Anadoluhisari Goksu Evleri Palmiye Caddesi Villa A-6A Beykoz - 34815 Istanbul, Turkey Tel: +90 (0) 216 465 71 76 E: [email protected] www.bcmsaka.com

Czech RepublicBezová 1658/1147 00 Praha-Braník 147 00Czech RepublicTel: +42 (0) 603858769www.bcmscorporate.cz

Sweden Annebergsgatan 15 B 214 66 Malmö Sweden Tel: +46 (0) 40-54 41 10 www.impentab.com

DenmarkGerdagatan 6SE-223 62 LundSwedenTel: +46 070 776 7642www.impentab.com

Bulgaria 7A Han Krum Str. 1000 Sofia Bulgaria Tel: +359 (0) 888 356 585 E: [email protected] www.bcmsaka.com

RomaniaAnadoluhisari Goksu EvleriPalmiye Caddesi Villa A-6ABeykoz - 34815 Istanbul, TurkeyT: +90 (0) 216 465 71 76E: [email protected]

BeneluxNijverheidsweg 18Postbus 10901270 EA HuizenThe NetherlandsTel: +31 (0)35 7511 970E: [email protected]

Lithuania POB 233 LT – 10008 Vilnius Lithuania Tel: +370 685 30 343 www.bcms.se

Switzerland Chemin du Manoir 8 1009 Pully Switzerland Tel: +41 21 588 0291 E: [email protected] www.bcmscorporate.ch

BCMS North America T: 888-413-2267 | F: 888-704-2267 | E: [email protected] | www.bcmscorp.com

North American Headquarters 747 Third Avenue New York New York 10017Tel: +1 212-520-8288

US – Texas 201 Main St, Suite 1200 Fort Worth, TX 76102 Tel: +1 214-453-0133

US – California12100 Wilshire Blvd., Suite 1135Los AngelesCA 90025Tel: +1 310-622-9381

Canada – Calgary3300, 205 5th Avenue SW33rd Floor CalgaryAlberta, Canada, T2P 4L2Tel: +1 403-538-2155

BCMS China BCMS Australia BCMS South Africa

China1809, 18F China Merchants Tower, C118 Jianguo RoadChaoyangBeijing, China 100022Tel: +86 (10) 592 33729Fax: +86 (10) 656 62728E: [email protected]

AustraliaPO Box 319Round CornerNSW 2158AustraliaTel: +61 418 683 322 E: [email protected]

Cape Town ExecuJet Business Centre 1st Floor, Tower RoadCape Town International AirportCape Town7525 Tel: +27 87 350 7883 E: [email protected] www.xigo.co.za

JohannesburgBlock C, Bradford House,12 Bradford RoadBedfordview2047Tel: +27 11 615 0602 E: [email protected]