Terms

Terms of Business for Vendors/Acquirers/Investors

Mergers & Acquisitions Consultancy

The function of gjps.net is to bring together prospective purchasers/investors (clients) and vendors of businesses (vendors); it therefore relies on information supplied. Consequently gjps.net will not accept any liability or responsibility in respect of any information provided by either vendor or clients and strongly recommends that prospective parties to any substantial corporate transaction make their own legal and professional enquiries. Also, as gjps.net does not advise on transactions or their financial implications, the use of suitably qualified advisers is essential where such advice is required.

gjps.net undertakes not to transact any business for a client in which it or any director thereof has a personal interest unless that interest has previously been disclosed to the client. gjps.net requires written confirmation of agreement to these terms prior to acting for a client but if verbal instructions are accepted they must be confirmed in writing. A signed copy of these terms will be deemed sufficient as will email confirmation of the terms being acceptable. Fees are payable to gjps.net on completion and are the responsibility of the vendor or the acquiring party; the client. Such fees will be payable on completion directly from the client’s solicitors who will have been placed in funds to enable them to do so.

Fees are levied on the consideration paid for the acquired business, subject to the following bands;

(Fee %) Total Consideration.

• 2.5% – That portion of the consideration up to £5,000,000
• 2.0% – That portion between £5,000,000 and £10,000,000
• 1.5% – That portion over £10,000,000

All fees may be subject to VAT, at the prevailing rate, and will also be levied upon any appropriation of the consideration including, but not limited to, assumption of debt, retention or transfer of assets including freehold properties, compensation payments, pension contributions, dividends or performance payments etc. Consideration will include cash, securities, stock/shares, debenture stock or other such instruments and any amounts invested in the business being acquired, or agreed to be provided or otherwise procured either directly or indirectly by the purchaser. There is a minimum fee of £25,000

Should the consideration be payable over a number of instalments, as in the case of an earn-out, fees due to gjps.net will be payable on completion on the total amount of the consideration notwithstanding the deferred payments.

Should the transaction be introduced either directly or indirectly to an associated party then that party is to be made aware, by the client, of these terms and is bound by them. Fees will remain payable to gjps.net by the client, in the absence of any further agreement with the new party, on a successful completion of the transaction.

In certain circumstances and subject to prior agreement gjps.net will charge consultancy fees at the rate of £2,250 per day.