1.1.

References in this questionnaire to the ‘Company’ are references to [target] and all of its subsidiary companies (if any). Please therefore reply to each enquiry for [target] and all its subsidiary companies (if any).

1.2.

Please supply a copy of the documentation and/or supply the information requested in this questionnaire in relation to the Company and identify replies by using the same numerical reference system. In the event that there is no documentation or information in relation to a particular company, please confirm there is none in the reply to that enquiry.

1.3.

In the case of any copy documentation, please ensure that each copy is complete and where a full understanding of the position cannot be obtained from the copy document(s) alone please also provide an explanation. Where details have been requested, please reply as fully as possible to avoid any further enquiries.

1.4.

We suggest that you supply responses as and when the information is available rather than waiting until all the information has been collected.

1.5.

[The replies to this questionnaire (and any further enquiries raised by Ward Hadaway) will form the basis of a formal legal due diligence report about the Company to be prepared by Ward Hadaway and issued to [ ] as instructed by you.]

1.6.

This questionnaire is not exhaustive and supplemental requests for information and/or documentation may be made by the appropriate department of Ward Hadaway.

1.7.

Please address all responses to and queries about this questionnaire to [   ] on [   ]; e-mail: ] or [   ] on [   ]; e-mail: [   ]

2.1.

Please provide a copy of the current Memorandum and Articles of Association of the Company and any amending resolutions in relation to the same.

2.2.

Please provide the names and company registration numbers of the Company and all companies in which the Company holds, or has agreed to hold or to acquire, shares and, in the case of each such company, specify:

2.2.1. the authorised and issued share capital;

2.2.2. the names of the shareholders and the number and class of shares held by them;

2.2.3. the product manufactured and/or the service supplied; and

2.2.4. the general nature and scale of operations.

2.3.

Please supply copies of all agreements relating to the ownership and/or control of the Company.

2.4.

Please supply copies of all options and agreements relating to the issue or transfer of shares in the Company.

2.5.

Please deliver the statutory books (and any separate minute book(s)) of the Company to Ward Hadaway. The statutory books will be returned following inspection.

2.6.

Please supply copies of all declarations of trust and other deeds and documents governing the trusts upon which any shares in the Company are held, together with the names and addresses of all trustees.

3.1.

Please supply copies of the audited accounts of the Company for each of the last three years.

3.2.

Please supply details of any changes in accounting policy over the last three sets of audited accounts.

3.3.

Please supply copies of all unaudited draft accounts of the Company.

3.4.

Please supply copies of the most recent Management Accounts of the Company.

3.5.

Please supply copies of the current year’s budgets.

3.6.

Please supply copies of all current Business Plans.

3.7.

Please provide a schedule itemising:

3.7.1. current debtors, period of debt and amount; and

3.7.2. current creditors, period of credit and amount.

4.1.

Please supply details of all prosecutions, proceedings, litigation, arbitration, mediation or other forms of dispute resolution in which the Company is or is likely to be engaged, or has been engaged in the previous three years.

4.2.

Please supply details of all outstanding complaints or disputes (including any intimated by or intimated against) the Company in relation to:

4.2.1. any materials or goods (or class of materials or goods) supplied by the Company; and/or

4.2.2. any services (or class of services) rendered by the Company; and/or

4.2.3. any other aspect of the business of the Company.

4.3.

Please supply details of any subsisting circumstances or grounds which are likely to give rise to:

4.3.1. any prosecutions, proceedings, litigation or arbitration involving or concerning the Company; and/or

4.3.2. any complaint or dispute (as referred to at 4.2 above).

4.4.

Please supply details of all accidents at work which have or could have given rise to a claim against the Company (whether or not covered by insurance).

4.5.

Please supply details of all material breaches that have occurred under any contracts or arrangements to which the Company is a party.

4.6.

Please supply a copy of the Company’s accident record book.

4.7.

Please supply a copy of the health and Safety at Work Act etc. procedures.

5.1.

Please supply a copy of all up to date plant and machinery registers giving details of the location of this plant and machinery.

5.2.

Please supply details of all plant and equipment (excluding computer equipment) used by the company subject to leasing, credit sale, hire purchase or similar arrangements.

5.3.

Please supply details of any equipment used by the Company but owned by another member of the Company’s group or any third party and details of the arrangement in respect of the use of such plant and equipment.

6.1.

Please supply details of all banking and financial arrangements operated by, or available to, the Company, and please also supply copies of all agreements, facility letters and/or other documents relating to the same.

6.2.

Please supply copies of the following:

6.2.1. all legal charges, debentures, mortgages or other financial or security documents affecting the Company, or other documentation relating to the same; and

6.2.2. all loan agreements affecting the Company or other documentation relating to the same.

6.3.

Please supply copies of all hire purchase, leasing, credit sale, or deferred payment agreements or similar arrangements to which the Company is party.

6.4.

Please supply details of any guarantees, sureties or indemnities (or assurances of a similar nature) which have been given by or for the benefit of the Company.

6.5.

Please supply details of all policies of insurance maintained by the Company, and a copy of the policy documents and any other agreements and/or documents relating to the same (including any insurances relating to life assurance, permanent health insurance and medical expenses insurance).

6.6.

Please supply details of all insurance claims made by and against the Company – both current claims and those made by and against the Company within the last three years.

6.7.

Please confirm that the Company has paid all premia on its insurance policies.

6.8.

Please supply details of credit insurance effected and claims experience.

6.9.

Please supply details of all investment, employment, local authority or central government grants which have been paid or awarded to the Company (including the terms and conditions of repayment) and please also supply a copy of all agreements and other documentation relating to the same.

6.10.

Please supply copies of the following:

6.10.1. all agreements and written contracts terminable upon the transfer of shares in the Company;

6.10.2. any outstanding quotations or tenders made by or to the Company;

6.10.3. all standard terms and conditions of trading issued by the Company. Please also supply details of when and how such terms and conditions are used;

6.10.4. all standard terms and conditions of trading issued by third parties which affect the Company. Please also supply details of when and how such terms and conditions are used.

6.11.

Please supply copies of all agreements and/or other documentation relating to the following:

6.11.1. all licences or consents granted by, or in favour of, the Company;

6.11.2. all registrations held by the Company that are necessary or desirable to conduct its business;

6.11.3. all material or long term agreements or arrangements to which the Company is a party;

6.11.4. all maintenance agreements or arrangements to which the Company is a party;

6.11.5. all agency agreements or arrangements to which the Company is a party;

6.11.6. all distribution agreements or arrangements to which the Company is a party; and

6.11.7. all factoring agreements or arrangements to which the Company is a party.

In the case of any such licences, consents, registrations, agreements or arrangements (referred to in 6.11.1-6.11.7) not reduced to writing, please supply a summary of their terms, including the names of the parties, commencement date, termination date, duration and termination provisions.

6.12.

Please supply details of all arrangements between the Company and the Company’s competitors (whether legally enforceable or not) and supply a copy of all agreements and other documentation relating to the same.

6.13.

Please supply details of the trade associations of which the Company is a member, if any, including copies of any rules or code of conduct of such association(s) or agreements between members with which the Company should comply.

6.14.

Please supply details of all agreements, arrangements or transactions to which the Company is or has been a party for the transfer of any assets at undervalue within the period of 2 years preceding the date of this questionnaire.

6.15.

Please supply a list of major customers of the Company (ie those accounting for more than 5% of its turnover) and the value of sales to each in the last 3 years.

6.16.

Please supply a list of major suppliers of the Company (ie those accounting for more than 5% of goods or materials purchased) and the value of purchases from each in the last 3 years.

6.17.

Please provide details of any restrictions on the Business to conduct its business and copies of all agreements and/or other documents relating to the same.

6.18.

Please supply details of any supplier or customer where the relationship is likely to change because of the sale of the Company or for other reasons (including full details of the last 12 months’ purchases or sales and orders in hand).

6.19.

Please supply details of any significant capital or reserve commitments.

7.1.

Please supply details of:

7.1.1. all patents or applications for patents vested in, or used by, the Company;

7.1.2. all registered and unregistered trade marks, trade names and brand names vested in, or used by, the Company;

7.1.3. all registered and unregistered service marks vested in, or used by, the Company;

7.1.4. all registered designs vested in, or used by, the Company;

7.1.5. all design rights vested in, or used by, the Company;

7.1.6. any material in which the Company has, or claims, a copyright interest or database right;

7.1.7. all other intellectual property rights vested in, or used by, the Company;

7.1.8. all domain names owned or used by the Company.

In each case provide the date of application, date of grant, and registration number, and details of actual use over the last three years anywhere in the world, as appropriate.

7.2.

Please supply copies of the following:

7.2.1. all agreements, licences or arrangements to which the Company is a party affecting or relating to the development of any intellectual property rights vested in, or used by, the Company or where such agreements, licences or arrangements are not in writing, please supply a summary of their terms, including the names of the parties, commencement date, termination date, duration and termination provisions.

7.3.

Please supply details of any of the rights referred to above which are shared with any other members of the Company’s group of companies.

7.4.

Please supply details of any challenges or disputes relating to any intellectual property rights owned or used by the Company, including any challenges to the validity, subsistence or ownership of such rights.

7.5.

Please provide details of the Company’s Intellectual Property Rights (‘IPRs’) policies including Internet and security policies and design protocols.

7.6.

Please supply details of any notice(s) or claim(s) that the Company has received or is aware of alleging that the Company has or is alleged to have infringed the IPRs of any third party and, in each case, please provide:

7.6.1. details of the circumstances of the infringement, alleged infringement, or claim; and

7.6.2. details of the circumstances surrounding any infringement or claim.

7.7.

Has the Company disclosed to any person any of its intellectual property or other confidential information or trade secrets and if so please provide details and copies of any relevant agreements.

8.1.

Please supply details of all computer facilities and other information technology hardware or systems (including make, model, specification and capacity) in the possession of and/or used by the Company in the operation of its business and in each case specify which is owned by the Company, which is the subject of any hire purchase, leasing, rental or deferred payment agreement, or which is otherwise provided by a third party.

8.2.

Please supply details of all software (including nature, description, version, and the number of copies licensed) owned or used by the Company.

8.3.

Please supply details of the author of any software owned, or used by, the Company,

8.4.

Please supply copies of all software licences for computer programmes licensed to the Company, any software and new media (including web sites and CD ROMs development, commissioning, hosting and maintenance agreements used by or developed by or on behalf of the Company.

8.5.

Please supply details of any web site operated by or hosted on behalf of the Company and any CD ROMs used by the Company in connection with the Business and the promotion of the Business, and any terms and conditions for the use by third parties of such new media.

8.6.

Please supply a copy of the Company’s Data Protection Act Registration and details of the nature of data stored by the Company and whether and to whom such data has been or may be transferred from time to time.

8.7.

Please supply details of:

8.7.1. any and all of the Company’s information technology systems that have been affected by millennium compliance problems or the introduction or use of the ECU and any:

         8.7.1.1. millennium/date compliance (‘Y2K’) problems; and

         8.7.1.2. problems associated with the introduction and use of ECU.

8.7.2. the Company’s policy and strategy towards the introduction or use of ECU; and

8.7.3. any audit carried out, or to be carried out, by or for the Company in respect of its information technology systems that are likely to be affected by ECU problems.

9.1.

Please supply the names, addresses and job titles (if any) of each of the directors of the Company and the company secretary and, in each case, specify whether such officer is employed by the Company.

9.2.

Please supply a copy of the service agreement/contract or written statement of terms of employment for each of the officers of the Company and, in each case where there is no such written documentation, please supply details of the officer’s:

9.2.1. obligations and duties;

9.2.2. length of service;

9.2.3. date of commencement of service;

9.2.4. remuneration and fringe benefits (including any accommodation provided);

9.2.5. unexpired term of office (if employed for a fixed period); and

9.2.6. details of the notice period required to terminate the officer’s employment (on either side).

9.3.

Please supply details of all arrangements between the Company and any of its directors which relate to or affect the capital, business, property, assets or liabilities of the Company and/or any of its group undertakings, and supply copies of all agreements and other documentation relating to the same.

9.4.

Please supply details of all loans granted by the Company and/or any group undertaking to any of the Company’s directors, and/or vice versa.

10.1.

Please supply the names of all employees of the Company and in each case specify the employee’s position, age, length of service, date of commencement of employment, contractual notice period (on either side), length of any fixed term contracts, salary and other contractual and non-contractual benefits such as entitlement to a bonus, company car, and medical insurance.

10.2.

Please supply:

10.2.1. a copy of all standard terms and conditions of employment (if any) for the Company’s employees and specify those of the Company’s employees to which these are applicable;

10.2.2. details of all employees of the Company who are not employed under the Company’s standard terms and conditions of employment and, in each case, supply a copy of the employee’s service agreement/contract or if there is no written documentation, supply details of the employee’s terms and conditions of employment (including the details set out at 10.1 above);

10.2.3. copies of any staff handbooks and/or circulars;

10.2.4. copies of any disciplinary and grievance procedures;

10.2.5. a copy of any variations to employees contracts which have been notified to employees by means of notice/circular; and

10.2.6. a copy of all current organisation charts.

10.3.

Please supply:

10.3.1. the terms of and details of those persons entitled to (together with details of their entitlement) participate in any share option, bonus, incentive or other scheme(s);

10.3.2. details of all bonuses paid out in the last 36 months; and

10.3.3. a copy of any scheme agreements or other documentation relating to the same.

10.4.

Please provide:

10.4.1. details of any ex-gratia payments in the last 12 months and of any current or former employees in respect of whom the directors consider the Company to be under a moral or legal obligation to provide retirement or death, accident or sickness disability benefits; and

10.4.2. details of all voluntary pensions or payments and of any current arrangements (whether legally binding or not) for the making of any pension or ex-gratia payments to employees or former employees not covered within the reply to 10.4.1 above, or elsewhere in this questionnaire.

10.5.

Please provide details of arrangements to provide paid holiday to each category of employee including calculation of holiday pay.

10.6.

Does holiday pay include shift bonuses, overtime payments, performance bonuses or commission payments?

10.7.

Please confirm the date upon which the Company’s holiday year commences.

10.8.

Please confirm the means by which the time worked by each employee, the rest breaks provided and taken by each employee and the holidays taken or holiday pay received, is recorded and in each case please provide an example of the records maintained.

10.9.

Please supply details of any job vacancies which are currently, or are about to be advertised and, in addition, details of any job offers made or about to be made.

10.10.

Please supply details of any employee absent on sick leave or maternity leave (or who the Company is aware is about to go on maternity leave) or authorised or unauthorised leave of any nature.

10.11.

Please supply details of all employees who have resigned or had their employment terminated within the last six months.

10.12.

Please supply details of any employee of the Company who has given notice terminating his or her contract of employment or any employee under notice of dismissal.

10.13.

If any of the Company’s employees work shift patterns, please provide details of the shift patterns worked including start and finish times of each shift, whether the workers perform variable shift patterns, details of rest breaks, daily and weekly rest periods provided and the categories of employees who perform work to shift patterns.

10.14.

Please supply details of the systems in place to record compliance with the Working Time Regulations 1998.

10.15.

Are there any collective or workforce agreements in place? If yes, please provide full details and copies of all relevant agreements.

10.16.

Does the Company have any ‘night workers’ within the meaning of the Working Time Regulations 1998? If yes, please provide full details.

10.17.

Since the Working Time Regulations 1998 came into force on 1 October 1998, has the Company complied with all the Regulations? If not, please provide full details of any breaches.

10.18.

Please confirm that all employees who qualify for the national minimum wage have received the national minimum wage since the National Minimum Wage Regulations 1999 came into force on 1 April 1999. If there have been any breaches, please provide full details.

10.19.

Please supply details of the systems in place to record compliance with the National Minimum Wage Regulations 1999.

10.20.

Please supply copies of any agreement entered into between the Company and any employee in accordance with the National Minimum Wage Regulations 1999.

10.21.

Please provide details of all disputes between the Company and any employee or ex-employee, including matters already referred to an Employment Tribunal and those that are expected to be so referred or settled by the payment of money.

10.22.

Please supply details of the Company’s redundancy policy.

10.23.

Please supply the names and addresses of all consultants, sub-contractors or other self employed persons retained/engaged by the Company.

10.24.

Please supply a copy of all written agreements with, or written terms of engagement for, all sub-contractors, consultants and self employed persons retained/engaged by the Company, or where there is no written documentation supply details of the terms and condition of retainer/ engagement (including termination provisions).

11.1.

Please supply details of all pension schemes effected by the Company or in which the Company or any of its directors or employees have an interest.

11.2.

Please supply a copy of all Trust Deeds and rules (including any amendments).

11.3.

Please supply a copy of all explanatory booklets or leaflets distributed to members.

11.4.

Please supply a copy of all insurance policies (for insured schemes).

11.5.

Please supply a copy of the two most recent valuation reports and details of any actuarial advice or certificates received.

11.6.

Please supply a copy of the Trustees’ reports and accounts for the last 3 years.

11.7.

Please supply details of any special arrangements/augmentations for individual transferees.

11.8.

Please confirm that the pension scheme operated by the Company is an Exempt Approved Scheme and, if it is, please confirm that the members of the Company are not aware of any reason why such approval could be withdrawn.

11.9.

Please supply a copy of any contracting out certificate.

11.10.

Please supply a summary of the deferred and pensioner members of the scheme and a copy of the latest available scheme accounts.

11.11.

Please supply a list of the scheme’s active members at the annual review date, including their sex, date of birth, pensionable salary and the date upon which each such member joined the scheme.

12.1.

Please supply details to date of tax returns which have been made.

12.2.

To what date have tax returns been settled?

12.3.

Please supply details of what matters are in dispute or under discussion with the Inland Revenue.

12.4.

To what date has tax been deducted under PAYE/VAT and been accounted for and paid over?

12.5.

Please supply details of any covenants entered since 6 April 1965 for annual payments of any nature.

12.6.

Please supply details of the calculation of deferred tax relating to the last set of audited accounts.

12.7.

Please confirm if the Company is, or has been, a ‘close company’. If it is or has been, please supply details of any directions which have been made and which are outstanding, including details of any notice of intimation that any direction will be made?

12.8.

Please supply an analysis of the tax provision in the latest accounts with explanation of key components.

12.9.

Please supply copies of the last three years’ tax computations.

12.10.

Please supply details of any special arrangements with, or dispensations by, any tax authority.

12.11.

Please supply details of any overseas trading via non-statutory entities or agents, and details of controls and procedures for compliance with overseas filing requirements.

12.12.

PAYE: Please supply a copy of any recent or ongoing audits or investigations in relation to employee taxes and potential exposures in this request.

12.13.

VAT: Please supply details of recent or ongoing audits or investigations in relation to VAT, sales taxes and customs duties, and potential exposures in this respect.

13.1.

Please supply details of all property owned by, leased to, licensed to, or otherwise used by the Company, or in which the Company has any interest, and in each case specify:

13.1.1. the tenure of such property and provide details of areas of both freehold and leasehold title together with plans thereof;

13.1.2. details of any disputes (including rent reviews and dilapidation claims) subsisting or imminent in relation to any properties;

13.1.3. registration details.

13.2.

Please supply details of any property transactions in the course of negotiation.

13.3.

Please supply a copy of all survey reports or valuations received by the Company relating to any of the properties owned or occupied by it.

13.4.

Please supply a copy of all title deeds relating to all properties owned by, leased to, licenced or otherwise used by the Company, or in which the Company has any interest.

13.5.

Please supply details of any property, premises or other facilities shared or used in common with other persons and supply a copy of all agreements, licences and other documentation relating to the same.

14.1.

Please provide details of any land currently or previously owned, occupied, used or held by the Company which is used or has been used (by the Company’s previous owners (if any)) for any of the following:

14.1.1. the deposit or treatment of waste;

14.1.2. landfilling or backfilling operations;

14.1.3. any contaminate use which may result in the land being identified as contaminated under section 78B of the Environmental Protection Act 1990; or

14.1.4. any use requiring a waste disposal licence under Part 11 of the Environmental Protection Act 1990.

14.2.

Please supply copies of any environmental investigations, assessments, reports or audits which the Company has commissioned or which have been carried out in respect of the Company’s operations or in respect of any land currently or previously owned, occupied or used by the Company, including any ground investigation surveys.

14.3.

Please supply details (and copies) of all environmental licences relating to the Company.

14.4.

Please provide details of any complaints or prosecutions made or threatened or brought against the Company and any infringements by the Company of any environmental regulations and/or laws including but not limited to:

14.4.1. the Control of Pollution Act 1974;

14.4.2. the Water Resources Act 1991;

14.4.3. the Environmental Protection Act 1990; and

14.4.4. the Environment Act 1995.

14.5.

Please provide details of any procedures or operations carried out by the Company which involve polluted or contaminated materials.

14.6.

Please provide:

14.6.1. details of any outstanding recommendations made to the Company by the Environment Agency, the Health and Safety Executive, local authorities or any other statutory body under any environmental or health and safety legislation and regulations;

14.6.2. details of any site at which the Company carries on a process which will require authorisation under Part I of the Environmental Protection Act 1990, including details of whether the relevant process is within Schedule A or Schedule B and whether any indication has been received from the Environmental Agency or the local authority as to any works which the Company will have to undertake in order to obtain authorisation;

14.6.3. details of any complaints or claims by owners or occupiers of any neighbouring land in respect of activities carried on by the Company or in respect of the condition of any land currently or previously owned, occupied, used or held by the Company;

14.6.4. details of any waste disposed of by the Company including the type and amount of waste, examples of transfer notes, consignment notes and registered carriers certificates;

14.6.5. copies of trade effluent consent relating to discharges from any land owned by the Company; and

14.6.6. confirmation that the Company does not need to register under the Producer Responsibility Obligations (Packaging Waste) Regulations 1997.