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CONTENT
IMPORTANT NOTICE
This proposal is subject to the agreement and signing of a specific contract. Its contents are confidential and should not be communicated to any other party without the consent of Evolution Capital (UK) Limited.
S.NO TITLE PAGE
01 INTRODUCTION: Journey to Value Maximization 3
02 Our Process of Value Maximization 4
03
Maximizing Value: Advisors in maximizing value
M&A Expertise
Technology Sector Focus
Unique Bespoke Process
Our Track Record
5-9
6
7
8
9
04 Evolution Capital 10-11
05 Strategic M&A 12
06 Maximizing Value 13
07 Selected Track Record Credentials 14
08 Funding 15
09 M&A Case Study 16
S.NO TITLE PAGE
10 Buyers Proposition 17
11 Tools & Dashboard
M&A Modelling Tool
Financial Dashboard
18-19
18
19
12 Our Proposed Services
Primary Objectives
Our Advice Includes
Sample Output: Business Snapshot
Sample Output: Business Review
Sample Output: SWOT Analysis
Sample Output: Illustrative Value Proposition
20-23
20
21
22
22
23
23
13 Pricing 24
14 Arrow Business Communications:
Success Fees Analysis
25

The journey to Value Maximization
Purpose Of Document
To introduce Evolution Capital and
indicate how solutions may be
provided to support stated
shareholder objectives
Primary Objectives
- Fully understand and assess key
shareholder objectives and timescales
- Evolve a coherent growth strategy and
plan for Equity Networks
- To achieve maximum value
www.evolutioncapital.com

Our process of Value Maximization
Current
position
Funding
Full or partial
sale process
Maximum
realisation
of capital
Relevant services offered

Strategic review

Fundraising and M&A services
Business
planning
Value buildingPreparation
Integration
Strategic
review
Acquisitions and
organic growth
Equity v debt

Maximizing value
Advisors in maximizing value
01
02
03
04
M&A
expertise
Technology
sector focus
Unique bespoke
process
Our track
record

M&A Expertise
 Leading mid-market advisory firm since 2003
 End-to-end transaction advice from a multi-
disciplinary
team covering M&A, fund raising, business
sales, tax and legal
 Emphasis on strategy, value building and
realisation

Technology Sector Focus
 Exclusive focus on managed services and
IT
 Unparalleled sector knowledge and
benchmarking - Dedicated team delivering
market intelligence and benchmarking

Unique Bespoke Process
 Strategic review, information platform and
valuation
 Due diligence preparation and investigation
management, legal advice
 ‘Best in class’ transaction documentation

Our track Record
 Proven track record of demonstrable
success
 100 sector transactions completed
 £500+ million transaction value
 Developed and implemented £100m+
M&A programs

Business
intelligence
Strategic review Value
enhancement
programmes
Business sale Fund raising M&A and organic
growth
programmes
Transaction
support
Research analysts   
Deal originators  
Transaction advisors/accountants       
Dealmakers   
Industry experts       
Taxation advisors   
Solicitors    
Other support team members   
Evolution Capital
A unique fusion of skills and know-how
Evolution Capital

Evolution Capital
Key transaction advisory services
Business
intelligence
Fund raising Merger &
acquisitions
Business sales
services

Strategic M&A
How M&A works for our clients
Proposal for the provision of advisory services
INDUSTRY
CONVERGENCE
CONSOLIDATION NEWMARKETS ASSETS/EXPERTISE
Extend service proposition Increased market share
Gained competencies and
presence in new markets
Expanded technology know-
how and people/ skills
• Increased market Cap from
£65m to £85m
• 200% return on investment
on completion
• Increased revenues from
£27m to £54m
• Record return to investors
450% in 18 months
• Increased sales revenue by
30% to £100m
• 50% increase in intrinsic value
over 3 years
• European leader in Microsoft
Dynamics
• Record return to shareholders
circa 4 times sales revenue

Maximizing Value
3 key stages and a proven approach
Stage1: Analyze Stage2: Prepare Stage3: Deal making &
transaction
• Review business and
shareholder objectives
• Assess strategic and funding
options
• Advise on realizing objectives
• Strategic M&A plan/business plan
revision
• Develop funding proposition
• Research and identify targets
• Introduction and negotiation
• Investigation and due diligence
• Corporate finance legal and tax advice
to completion

Evolution Capital
Selected track record credentials

Funding
Selected funder relationships

M&A
Case study
Finalist
Listed
Company CEO
of the Year
TMT Magazine
Winner
UK CEO of
2016
LSE-nominated
AIM Market
Transaction of
the Year
2012 2013 2014 2015 2016 2017 2018
-
10
20
30
40
50
60
70
80
90
100
Marketcapitalisation,£millions
Market Cap Linear ( Market Cap )
ACQUISITION TIMELINE AND GROWTH IN MARKET
CAPITALISATION

Buyers Proposition
Success story SME market
ACQUISITION TIMELINE AND GROWTH IN MARKET
CAPITALISATION
-
2
4
6
8
10
12
Marketcapitalisation,£millions
Market Cap Linear ( Market Cap )
2019 2020 2021 2022 2023 2024 2025
Company
Value £2.0m
Company
Value £3.3m
Company
Value £5.4m
Company
Value £7.2m
Company
Value £9.0m

Tools and Dashboards
For Equity Networks
M&A
Modelling Tool

Tools and Dashboards
For Equity Networks
Financial
Dashboard

Our proposed services
Strategic review
 Detailed operational and financial review of the
business and shareholder objectives
 Comprehensive assessment of strategic and
funding options
 Advise on how to maximize value and realize
business and shareholder objectives
Primary Objectives

Strategic review
 Review of shareholder objectives
 Review of the strategic business plan
 Market Positioning
 Products & Services analysis
 Customer & Contract analysis
 Operational review
 SWOT & KPI analysis
 Financial analysis
 Financial analysis
 Performance benchmarking
 Valuation
 Strategic recommendations
 Funding proposition/obstacles to funding
 Business options and achieving objectives
Our advice includes

Sample output
2. Business review
Organization Structure
1. Business snapshot
Case Study: Example

Sample output
4. Illustrative Value projection3. SWOT Analysis

Buyers proposition - Pricing
FULLY MANAGED
Standard PackageMost Popular Package
18,000
£
PARTNERSHIP
complete
fees
Gold Package
RETAINED
/ 5,000£
Per
month/ 3,000
£
Per
month/
What do you receive for this:
 Introduction to value enhancing acquisition
opportunities that match with your target profile
 Delivering outstanding transaction outcomes with
full access to our deal making and transactional
team
 Delivering insight and uncovering intrinsic value
 Access to our deal making & transactional team
 Proactive sourcing and target acquisition
 Fully managed approach
 Achieving target growth
 Delivering outstanding transaction outcomes with full
access to our deal making and transactional team
 Proactive sourcing and target acquisition

Arrow Business Communications
Success fees analysis
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Fees,£
Deal size, £m
FY17 Standard
Proposed
Arrow Legacy
Fees in £k @ £2m £3m £4m £5m £7m £10m
FY17 Standard 90 130 170 210 290 410
Proposed 80 120 160 200 260 350
Arrow Legacy 90 125 155 185 235 310
Proposed structure From To %
First £5m - £5m 4.0%
Second £5m £5m £10m 3.0%
Third £5m £10m £15m 2.0%
Thereafter £15m+ 1.5%
Legacy structure From To %
First £1m - £1m 5.0%
Next £1.5m £1m £2.5m 4.0%
Next £2.5m £2.5m £5m 3.0%
Thereafter £5m+ 2.25%

Evolution Capital
48 Dover Street
London
W1S 4FF
t 020 3696 2810
e info@evolutioncapital.com
w www.evolutioncapital.com
© 2018 Evolution Capital (UK) Limited

Content
Buyers offering
 Buyers quality standards
 Advise and assistance with establishing a code of practice
 Buyer profiling and market proposition
 Advice with developing a compelling profile and winning market proposition
 Advice with developing a successful code of conduct and high standards of M&A process
 Networking
 Active participant in our events program
 Exclusive buyer within one our events
 Access to advisory services
 Market intelligence and benchmarking
 Researched opportunities and target profiling
 Introductions
 Confidentiality and exclusivity
 1-2-1 Introductions
 Researched opportunities and target profiling
 Preliminary due diligence
 Advice with deal making and deal structuring
 Legal and taxation advice
 Negotiation support, obstacle removal and completion report
 Assistance with completion

Approved Buyers Proposition
Buyers Challenges
 Receiving a lot of information memorandums that don’t meet their target profile
 Time wasted in qualification
 Receiving IM’s that may not be accurate or lack depth/detail
 IM by design are pitched at over inflate the opportunity and short of risk
 Receiving IM at the wrong time/where they are not in the market
 Sellers expectations can be higher than market expectations/rates
 Advisory sale processes create contention which drives up drive up the price
 Attracting companies which match their ideal profile and they have identified
 Best performing businesses are often onto go to market and are picked off/identified by other
advisors/buyers
 Agreeing prices that are fundable/meet the dept. funding ratio’s
 Over paying for a company and over stretching your company resources
 Advise with transactions and tax/legal
 Opportunities failing DD or pulling out late in the process
 Rapidly changing sector and valuations
“Build a value enhancing deal flow”
Buyers Objective

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