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BUSINESS BROKER TRAINING

Introduction

Induction module

Guide to appointments

Guide to valuations

Guide to buying

Guide to listings

Building your brokerage

Key Pitfalls and Risk Management

Case Studies and Practical Application

Glossary

WELCOME

Welcome to the EXP Commercial Business Broker Training Manual. This comprehensive manual is designed to be your primary resource, equipping you with the knowledge, skills, and best practices necessary to excel in your role. Whether you are new to EXP Commercial or an experienced broker, this manual will guide you through every part of the business transfer process, from initial client engagement and meticulous valuation to effective marketing, skilled negotiation, and successful deal completion.

EXP Commercial is committed to excellence, transparency, and providing unparalleled service to our clients. This manual reflects that commitment by offering a structured, in-depth, and practical approach to your training and ongoing professional development. Within these pages, you will find consolidated wisdom from our existing guides, enhanced with critical updates, new strategic insights, essential resources, real-world examples of successful transactions and lessons learned from common industry pitfalls.

Our goal is to empower you to become a trusted advisor to your clients, a proficient navigator of the business sales landscape, and a successful representative of the EXP Commercial brand. We encourage you to engage thoroughly with this material, refer to it regularly, and utilise the tools and techniques provided to build a thriving business.

Remember, while this manual provides a robust framework, your unique skills, dedication, and personalised approach are what will truly differentiate you and EXP Commercial in the marketplace.

Let’s embark on this journey of learning and growth together.

INDUCTION TRAINING MODULES: Master the Core Business Sale Cycle.

This training module provides An overview and practical guide to the business transfer process, covering valuation methodology, effective client meetings, preparation of accounts and listings, and strategic business development.

We will begin by exploring the basics of the business transfer process, including the formalities that need to be completed when buying or selling a business. We will then delve into the main components of valuation methodology and key steps that must be taken. This will be followed by explanations of how to prepare for a valuation meeting, and how to create effective accounts, listings, and business development plans. Finally, you will learn some useful tips and hints to make sure that the business transfer process runs smoothly.

With this training, you will be equipped with the knowledge and skills to successfully complete all the processes involved with being an EXP Commercial Business Broker.

Click on each module to go straight to that page.

MODULE 1 The Basic Business Transfer Process

This module outlines the fundamental steps of the business sale process, from initial client engagement to successful completion.

Best Practices for Initial Contact:

• Promptness (The 2-Hour Rule): Contact leads within two hours of receipt to maximise conversion rates. Leads contacted promptly are statistically more likely to convert.

• Multi-Channel Approach: Utilise phone calls, personalised emails, and SMS messages.

• Professional Introduction: Clearly state your name, your role with EXP Commercial, and the purpose of your contact (response to their valuation request).

• Value Proposition: Briefly highlight EXP Commercial’s unique selling points, such as our comprehensive package range.

• Scripting: Develop and practise initial contact scripts to ensure clarity and confidence. For example: “Good morning/afternoon, this is from EXP Commercial. We received your request for a business valuation. Would now be a good time to take some initial information about your business?”

Pre-Valuation Research and Preparation: Before your valuation meeting, it is crucial to conduct thorough research. This preparatory work will allow you to gain insights into the business, its premises, and the surrounding commercial area. Assess factors such as the area’s prosperity and the business’s location (e.g., within an industrial or business park with similar units). Furthermore, examine their social media presence, online following, and customer reviews. This not only aids in the valuation process but also helps you build immediate rapport with the business owner(s) during your meeting.

Key Research Areas (The 5 W’s Framework):

• Who: Who is the business owner? Who are their key customers?

• What: What does their business do? What products or services do they offer? What sector are they in?

• Where: Where is the business located? Where do their customers come from? Assess the area’s prosperity and location specifics (e.g., within an industrial or business park with similar units).

• When: When was the business established? When was key equipment acquired?

• How: How does the business operate? How do they market themselves?

Information Sources:

• Company Website: Analyse their offerings, “About Us” page, and overall business model.

• Google Maps & Street View: Confirm location, assess surroundings, proximity to transport, competition, vacant units, and footfall generators (e.g., large supermarkets, railway stations, college buildings).

• Online Reviews (Google, Facebook, TripAdvisor, Trustpilot, Feefo): Understand public perception, strengths, and recurring issues.

• Social media (Instagram, Facebook, LinkedIn, Twitter, TikTok): Check their bio, activity level, follower count, and engagement. Note if a large, engaged following is integral.

• Companies House Records (for Limited Companies):

• Verify legal name (which may differ from their trading name), registration date, and current directors.

• Examine Confirmation Statements for shareholder information.

• Investigate registered charges (mortgages, loans).

• Look for red flags: late filings, winding-up petitions, First Gazette notices.

• Rightbiz (for Freehold Property Comparable): Research similar freehold businesses recently sold in the area.

Case Study: The Power of Preparation Here’s an example of how pre-appointment research secured a listing over a competitor: One particular business had a highly active Instagram presence, with frequent posts and significant customer engagement, which was a core driver of their operations and deeply important to the owner. A competing broker had visited but largely dismissed the client’s discussion about their Instagram page. When a member of our team met the client, they specifically complimented the impressive following and consistent activity on the Instagram page, reassuring the client that this would be highlighted as a key selling point for the business. This small, yet significant, act of recognition – directly resulting from pre-appointment research – won us the listing.

Calendar Management Remember to keep your calendar meticulously synchronised with our CRM system. This includes not only your EXP Commercial appointments but also your personal availability, such as other work commitments or holidays, to prevent scheduling conflicts. Step-by-step instructions for the specific CRM system used by EXP should be followed for setting up and maintaining calendar synchronisation.

The Sales Process: Post-Valuation to Completion Upon a successful valuation meeting, a client may choose to sign up with EXP Commercial. Once engaged, we will list their business on various platforms, including our own website and Right Biz, we will manage incoming buyer enquiries, providing interested parties with comprehensive information about the business. Our goal is to facilitate an offer, whether submitted through us or directly to the seller. It is good practice to follow up with both parties after any meetings to stay informed of progress and maintain momentum. The next pivotal step is the issuance of the Memorandum of Sale. This formal letter, dispatched to both the buyer and seller, legally documents the agreed terms of sale. It includes the names of the buyer, seller, landlord (if applicable), and the respective solicitors for each party. We strongly recommend engaging a commercial solicitor specialising in business transfers. Opting for a multi-person firm is advisable, ensuring continuity of service should a primary contact be unavailable. Once the Memorandum of Sale is issued, the legal process largely transitions to the solicitors. Your role then becomes one of vigilant oversight, ensuring the process remains on track. Be aware that if a new lease is being granted, the landlord may also engage their own legal representation.

Fee Structure: EXP Commercial charges a fee upon the successful sale of a business, as well as an initial listing fee. Our target fee is ideally a minimum of £5,000 , and never less than £3,000 . For larger businesses valued over £500,000 , always quote a percentage fee, for example 5%, of the sale price, subject to a minimum fee of £25,000. For instance, if a business is listed for £300,000 but sells for £90,000 , the fee charged will be the greater of the agreed minimum fee (e.g.£15,000, ) or the agreed commission percentage applied to the final sale price.

Competitor Overview and EXP Commercial Differentiators Many of our competitors primarily conduct valuations over the telephone. The information gathered is often passed to a call centre, where agents with no direct knowledge of the business or its locality simply relay the valuation details. This can lead to a lack of continuity and personalised service for the client. It is important to transparently discuss fees upfront with potential sellers. Many brokers may avoid discussing subsequent fees before a visit, aiming to extract maximum charges post-engagement. In contrast, EXP Commercial is committed to transparency;. While a lot of our appointments are conducted via phone, a personal visit is highly recommended for local businesses to build stronger relationships. A significant differentiator for EXP Commercial is our unparalleled range of service packages. No other broker offers the same flexibility and variety. Leverage this in your initial conversations to explain that, regardless of

how clients wish to sell their business, we can accommodate their needs. This unique capability should significantly ease the process of securing new clients.

Regulations Compliance with relevant regulations is paramount throughout the business transfer process. Key areas to be aware of include:

Property Misdescriptions Act: It is legally prohibited to make false or misleading statements in advertisements related to property. Ensure all marketing materials accurately reflect the business and its assets.

Anti-Money Laundering (AML) Checks: For compliance, we require two pieces of identification from clients. This must include one photo ID (e.g., a driving licence or passport) and one proof of address (e.g., a utility bill, bank statement, or council tax statement). Please note that mobile phone bills are not acceptable as proof of address. Ensure these documents are accurately recorded when completing the Listing Form.

Energy Performance Certificate (EPC): Whether a business property is freehold or leasehold, it generally requires an Energy Performance Certificate. While there are rare exceptions (e.g., certain land, historic buildings, or very small structures like kiosks), most properties will need one. If an EPC has already been completed, it remains valid for 10 years. You can check for an existing EPC by entering the property’s postcode on the gov.uk website and download it if available. If no valid EPC exists, one will need to be commissioned, with costs typically ranging from approximately to depending on the size and complexity of the premises. In some cases, the landlord may cover this cost.

MODULE 2 Valuation Methodology

Valuation is often considered more of an art than a precise science, requiring a nuanced understanding of a business’s unique characteristics and market dynamics. This module will introduce you to the core methodologies used in business valuation. There are four basic types of business valuation:

1. Profits-Based Valuation

2. Turnover-Based Valuation

3. Asset-Based Valuation

4. Market Valuation

1. Profits-Based Valuation (Profit Multiple)

The Profit Multiple method involves multiplying a business’s normalised profit by a specific factor (the ‘multiple’). This multiple often reflects the number of years an investor might expect to recoup their investment from the business’s earnings.

Understanding Profit Figures: When examining a company’s accounts, primarily focus on the Profit & Loss Account. The key profit figures we use are generally Operating Profit or Pre-Tax Profit. These represent the profit remaining after all standard operating deductions, such as rent, staff costs, and rates, have been accounted for. Corporation Tax is typically only paid by profitable companies and is considered after these operating profits. It is crucial to work with statutory accounts rather than management accounts, as statutory accounts provide a more reliable and audited view of financial performance. Avoid using the term “net profits” to prevent ambiguity.

EBITDA (Earnings Before Interest, Taxes, Depreciation

& Amortisation): EBITDA is a commonly used metric in business valuation, providing a clearer picture of a company’s operational profitability by stripping out non-cash and financing-related expenses.

• Interest paid on debt is excluded because the buyer’s financing structure (and therefore interest cost) will differ from the seller’s. This ensures we value the business operationally, not financially.

• Tax refers to Corporation Tax only. We look at profits before this tax.

1. This accounts for the reduction in value of tangible assets (like equipment or vehicles) over their useful life. When a company makes a significant upfront investment in assets, these expenses are spread out over several years through depreciation. Adding depreciation back to the profit figure (as in EBITDA) helps to mitigate the immediate negative impact of large capital expenditures on the account, presenting a more consistent view of underlying operational cash flow.

2. Similar to depreciation, but typically applies to intangible assets (e.g., patents, trademarks, or goodwill from an acquisition). For the scope of our typical business sales, amortisation is less frequently a direct consideration in our calculations, but it’s important to understand its nature. When using the EBITDA method, we essentially “add back” depreciation and amortisation (if significant and relevant) to the profit figure before applying a multiple.

Applying the Multiple: The multiple applied to the profit figure can range widely, but for the types of businesses EXP Commercial typically handles, it commonly falls between 1.5 to 4 times EBITDA. In specific, strong cases, it might extend to 7 or 9 . The appropriate multiple is highly dependent on the business’s characteristics:

• Owner-Dependent Businesses (e.g., “one-man-band” consultants): If the business’s success is heavily reliant on the current owner’s personal relationships or unique skills, and client retention post-sale is uncertain, the multiple could be as low as to times EBITDA. Buyers are essentially purchasing a job, not a fully independent entity.

• Owner-Managed Businesses (e.g., pubs, cafés, small advisories): For businesses where the owner is actively involved in daily operations, particularly those with fewer than 70 employees and operating from a single location, multiples typically range from 2.5 to 4 times EBITDA. Up to 4 times EBITDA is common. Higher multiples in this category would require very compelling reasons (e.g., exceptional systems, strong management team).

• The “Walk Away Test”: Think about the business you’re going to value. If the current business owners were to literally walk away today, would that business carry on? Would it continue making the same amount of turnover and the same amount of profit? If the answer to that is yes, you can start to go higher than 4 times EBITDA, perhaps even 6 or 7.

• Scalable Businesses with Management Structure: If the business can continue to operate profitably even if the owner-manager reduces their involvement or leaves, multiples can range from 5 to 6 times EBITDA. These businesses demonstrate greater resilience and transferability.

• Businesses with Resilient or Recurring Future Income (e.g., care homes with long-term contracts, plumbers with service contracts): Businesses that offer guaranteed, stable income streams for years into the future due to contractual arrangements or high demand can command higher multiples, as buyer risk is significantly reduced. These can potentially reach to times EBITDA. Care homes are a prime example due to long-term residents and future payments held in escrow accounts.

Adjusted EBITDA: The Principle of Add-Backs The principle of add-backs is that there may be elements in the Profit and Loss () account which reflect expenditure by the current owners that essentially constitute their own “takings” in lieu of declared profits, or expenditures that would not necessarily have to be made by a new owner. When calculating profit for valuation, we often “add back” discretionary or personal expenses that an owner puts through the business but are not essential for its operation under new ownership. These can include:

Legitimate Add-Backs: Examples include an owner’s personal car expenses, excessive travel, or the salary of a spouse who does not perform a critical, market-rate role. These are adjusted to reflect the true commercial profitability for a potential buyer. Also included are owner’s pension contributions made through the business, one-off costs and repairs (e.g., significant non-recurring refurbishments, past legal fees), finance charges (interest payments), and bad debts (if truly one-off).

The Controversial Add-Back: Owner’s Earnings/Salary: The most controversial addback is the earnings of the owners themselves. Some competitors add back of owner earnings. This is problematic if the owner is critical to operations, as they’d need replacement, incurring salary costs for a new, non-working owner. It may be relevant if selling to a similar owner-operator, as it indicates potential personal earnings. EXP Commercial maintains a transparent and realistic approach to add-backs, distinguishing replacement labour cost from true discretionary profit. Aggressive Add-Backs (Competitor Practises): Be cautious of competitors who excessively inflate valuations by adding back nearly all personal earnings or expenses, then applying an artificially high multiple (e.g., multiplying by 7). This can lead to unrealistic valuations and disappointed sellers. EXP Commercial maintains a transparent and realistic approach to add-backs.

Factors Influencing the Multiplier:

• Positive Influences (Increase Multiplier):

• Industry Trends & Local Market Conditions: High demand in the sector or area.

• Future Performance Potential & Growth Prospects: Clear opportunities for growth and consistent financial performance.

• Brand Strength & Recognition: Positive brand perception, valuable Intellectual Property (IP), patents, trademarks.

• Quality Customer Base: Loyal, trustworthy customers, especially for trade buyers, providing immediate growth opportunities.

• Capable Management Team: Strong, reliable management, especially for investment buyers.

• Strong Supplier Relationships: Benefits like improved quality, consistency, and competitive pricing, enhancing margins.

• Synergies for Acquirer: Potential cost savings or revenue increases for a strategic buyer by combining operations.

• Diversification: Less reliance on a few customers or products, demonstrating more consistent success.

• Low Competition: A lower level of competition in the market.

• Negative Influences (Reduce Multiplier):

• High Owner Dependence.

• Lack of Recurring Income.

• Significant Post-Sale Investment Required by Buyer (e.g., CAPEX, pending litigation).

• Easily Replicable Business Model.

2. Turnover-Based Valuation

This method is primarily used for businesses where profitability can fluctuate significantly but turnover provides a consistent indicator of activity and market presence.

• Applicable Businesses: Common for retail businesses like greengrocers, convenience stores, takeaways, and sandwich shops. In these cases, the valuation often focuses on footfall and volume of sales, as the gross profit margins on goods are relatively standardised across the market.

• Calculation: Valuations are typically expressed as a multiple of weekly turnover, often ranging from 10 to 30 times their average weekly turnover, irrespective of reported profits.

• Convenience Stores/Newsagents (Low Gross Profit): Businesses with typically low profit margins generally attract a lower multiplier, circa times weekly sales. Example: If a convenience store has a weekly sales turnover of £12,000, its value would be £60,000-£120,000: (5/10 x weekly sales) .

• Takeaways (High Gross Profit): Businesses with high profit margins, such as takeaways, can attract a multiplier of between and times weekly sales. Sales figures will need to be evidenced. Example: If a takeaway has a weekly sales turnover of £10,000, its value would be £100,000 - £200,000: (10/20 x weekly sales) .

• Hairdressers and Beauty Salons: These businesses typically attract a multiplier of circa 10 times weekly sales. The multiple is based on weekly sales, not profits. Example: If a hairdressers has a weekly sales turnover of £5,000 , its value would be £50,000: (10 x weekly sales) .

Important Note on Multipliers: While a general starting point might sometimes be referred to, it is crucial to focus on the sector-specific multiples provided, as these are more accurate and realistic. Always perform a profit multiple valuation as well. This provides very valuable information: if the profit valuation comes out higher than the turnover valuation, it means they’ve got a very good pricing policy; they’re selling at a good margin. So, you may have specialist shops selling high-end goods where the profit valuation is significantly higher than the turnover valuation. If you were to get something like a specialist jeweller, for instance, you would probably rely on profits, not turnover. If you come across a business with a very high turnover valuation but a very low profit multiple valuation, it tells you the opposite: it’s probably badly managed. It’s probably not charging enough, or they can’t charge enough. They’re not making the kind of profits that they ought to make based on the turnover.

3. Asset-Based Valuation

Asset-based valuation is employed when a business’s primary value lies in its tangible assets rather than its immediate profitability or turnover.

When to Use:

• Asset-Heavy Businesses: For properties such as a closed factory still containing valuable machinery and equipment.

• New or Unprofitable Businesses with Significant Capital Investment: An aesthetics clinic with substantial investment in laser machines, but with limited trading history and thus no significant profit figures, would be valued on its assets.

• Crucial Rule: NO DOUBLE COUNTING. Never add asset valuations onto profit-based valuations if those assets contribute to the profit generation already accounted for in EBITDA (e.g., operational assets like kitchen equipment in a restaurant). Their value is inherent in the profit/turnover.

• Valuing Specific Assets: When conducting an asset-based valuation as the primary method, such as for a closed factory still containing valuable machinery, it is used when the tangible assets hold the primary value, rather than immediate profitability or turnover. This also applies to new or unprofitable businesses with significant capital investment, like an aesthetics clinic with expensive laser machines but limited trading history. For operational assets that are directly used to generate the core business activity (e.g., vehicles in a taxi firm, machinery in a manufacturing plant, kitchen equipment in a restaurant), their value is inherent in the business’s ability to generate profit or turnover, which is captured by the multipliers and should not be added to the valuation separately.

• “Net Assets” Clarification: When referring to “net assets” from an asset list in the context of adding them to a valuation, this typically refers to surplus assets that are not essential for the core operation of the business but add value, such as surplus property or significant cash reserves. These are distinct from operational assets already accounted for in profit-based valuations.

• Subjectivity: Asset valuation can be subjective (e.g., fit-out to personal taste may not be valued highly by a buyer).

4. Market Valuation

Market valuation is often the most practical and realistic approach, especially for certain types of businesses.

• Definition: This method assesses a business’s worth based on what comparable businesses are currently selling for in the market. Buyers are generally unwilling to pay significantly above the established “going rate” for a particular type of business.

• Applicable Businesses: Ideal for businesses that tend to follow market trends, such as tanning salons, tattoo parlours, or other high-street service businesses that have proliferated in recent years.

• Testing the Market: If an owner has an inflated valuation based on their investment in equipment or fit-out (which may exceed market value), you can offer to list the business at their desired price to “test the market”. However, it’s important to manage their expectations regarding potential offers.

• Researching Comparables: For properties like pubs, it is essential to research recent sales of similar establishments in the current market to establish a realistic valuation benchmark. This research should be extended for various business types and leasehold scenarios. Reliable resources and methods for finding these comparables are key.

• “Market Ceilings”: Be aware that years of experience tell us some businesses have a maximum value beyond which it becomes very difficult to find a buyer, irrespective of their profits or turnover. This is a crucial market reality check. Examples include:

• A small barber will not sell for more than £25,000, irrespective of profits.

• It is very hard to sell a takeaway for more than £200,000.

• A pet grooming parlour will rarely sell for more than £55,000.

• Even a large, very successful restaurant seems to have a limit at circa £300,000. These are all examples of businesses typically operating under a leasehold process, often because buyers have the option to set up similar businesses themselves with their own branding, décor, and new equipment, or due to the inherent risk of client retention after a change of ownership.

Handling Stock and Cash on the Balance Sheet These items are typically treated separately from the core business valuation and are added to the transaction value at the point of sale.

• Stock (Inventory): This refers to inventory (goods purchased but not yet sold). Stock is usually assessed at the time of sale through a stocktake (often referred to as “Stock at Valuation” or SAV). EXP Commercial does not value the stock itself; rather, it is typically purchased by the buyer at cost, or an agreed percentage of cost, in addition to the business sale price. Stock levels fluctuate constantly, which is why it’s added at the transaction’s end rather than being factored into the initial business valuation.

• Cash: Any surplus cash held by the business that is not required for its day-to-day operations is generally treated as an asset belonging to the seller and is added to the sale price. Buyers are typically acquiring the operating entity, not excess cash reserves.

Presenting Valuations to Sellers During the valuation meeting, if time permits, provide a concise explanation of these four valuation methodologies to the seller. Focus on applying and detailing only the methods most relevant to their specific business. Sellers will appreciate the transparency and the rationale behind your chosen approach, which helps build trust and credibility.

MODULE 3

The Valuation Meeting and Consultation

The valuation meeting is a cornerstone of your role as a Business Broker, representing the “bread and butter” of your work. While most consultations can effectively be conducted via phone or video conferencing (e.g., Teams/Zoom), a face-to-face meeting should be considered for local businesses to build stronger rapport.

1. Information to Be Researched Before the Meeting

Thorough pre-meeting research is invaluable. It not only demonstrates your professionalism and genuine interest but also provides critical insights for an accurate valuation. Here are key areas to investigate and where to find the information:

• Company Website: Analyse their offerings, target market, and overall business model. The initial lead will provide basic information, but deeper understanding comes from your proactive research.

• Google Maps & Street View: Use Google Maps to confirm the exact location and utilise Street View to gain a visual understanding of the premises and its surroundings. Identify factors such as proximity to public transport, direct competition, vacant units, and footfall generators (e.g., large supermarkets, railway stations, college buildings).

• Online Reviews (Google, Facebook, TripAdvisor): Review customer feedback to understand public perception, identify strengths, and note any recurring issues that might impact valuation or saleability.

• Company Accounts/Financial Information: If available, meticulously review any provided financial statements before the valuation meeting. This is fundamental for understanding their financial health. process, often because buyers have the option to set up similar businesses themselves with their own branding, décor, and new equipment, or due to the inherent risk of client retention after a change of ownership.

• Companies House Records (for Limited Companies):

• Basic Information: Verify their legal name (which may differ from their trading name), registration date, and current directors.

• Confirmation Statements: Examine these (usually indicating “no changes”). The first confirmation statement will provide a breakdown of shareholders. For larger companies, seek more recent statements.

• Charges: Investigate any registered mortgages, bank loans, or other financial charges.

• Red Flags: Be vigilant for late filing of accounts, winding-up petitions, or First Gazette notices, which are significant warning signs about the company’s financial stability. Reviewing charges and confirmation statements offers a quick background check. Business owners appreciate brokers who demonstrate genuine interest and have done their homework. This preparatory work, though seemingly quick, leaves a strong positive impression. .

2.

The Valuation Meeting: Introduction and Premises Tour

• Introduction: Begin by introducing yourself and EXP Commercial. If conducting a face-to-face visit, exercise discretion. If approached by staff, simply state you have a meeting with the named person/director. Be prepared for scenarios where you might be asked to present yourself as a surveyor or council representative to maintain confidentiality.

• Premises Tour: If offered a tour, be observant and cautious with your comments while walking around. If your discussion area is within earshot of staff, politely ask if it’s acceptable to speak freely about sensitive topics.

• Purpose: Clearly state that you are there to provide a free, no-obligation valuation and consultation. Before delving into numbers, take time to observe the premises thoroughly. Hidden aspects, such as a restaurant’s kitchen set-up, can often be more critical to value than the front-of-house appearance.

Asking Key Questions:

• Equipment: Inquire about the age, condition, and ownership (owned vs. leased) of significant equipment. If leased, ask about terms like options to buy at the end of the lease. This is vital for businesses with substantial machinery (e.g., aesthetic clinics with laser machines, gyms, manufacturing, auto repair, taxi/coach companies). Note down details like air conditioning, CCTV, and EPOS systems.

• Business History/Renovations: Ask about the business’s previous operations if the current owner took over a different type of business. This helps gauge the investment made, acknowledging that a significant spend on transformation may not always be fully recouped in the sale price.

• Customer Base: For businesses in tourist areas, ascertain the proportion of trade from passing customers versus regulars. For service-based businesses (e.g., plumbers, electricians, cleaners), differentiate between long-term contracts (e.g., council contracts) and ad-hoc business.

• Client Data Management: Inquire how client information is managed—e.g., on a professional CRM system or a simple spreadsheet.

• Online Presence: Ask if they trade online or utilise social media for business. The same principles of information gathering apply rigorously to phone valuations. Your objective is to acquire as much relevant detail as possible to conduct an accurate valuation

3. Assessment of Financials

This can be done either before or after the meeting, depending on when you receive the necessary financial information.

• Applying Valuation Methodologies: Apply the various valuation methodologies (as detailed in Module 2) to the business. Discuss each relevant method with the client, focusing on presenting a range of potential values rather than a single specific figure. This approach often encourages the client to reveal their own price expectations if they’ve been reluctant to do so directly.

• Managing Price Expectations: You might ask if they have a target price, what they paid for the business (if applicable), or if they’ve received other valuations. This information is highly beneficial. If their expected valuation seems high, explain the rationale behind EXP Commercial’s more realistic valuations, which are based on actual market offers.

4. Fees and Packages

Be prepared to discuss fees, as this is a frequent and often early question from clients (“Do you charge an upfront fee?”).

• Flexibility: While we typically charge an upfront fee, we offer flexible options.

• Proactive Discussion: Even if the client doesn’t explicitly ask, always introduce the fee structure and our various packages towards the end of the meeting.

• EXP Commercial Packages: Your Business, Your Way At EXP Commercial, we empower business owners with the flexibility and expertise needed to sell their business on their terms. Fee Structure by Package:

• EXP Classic: Upfront fee starting from £1,500. Use your discretion if a lower upfront fee is necessary to secure the deal. For commission, aim for a minimum of 5% or between £1,500 - £3,000. Percentages are typically for larger businesses, while fixed end fees apply more to high-street businesses.

• EXP Corporate: For every business valuation of £750,000 or more, charge an upfront fee starting from £10,000. For example, a £1.2m business would have an upfront fee of £10,000. For commission, ask for between £50,000 - £75,000.

5. EXP Commercial Differentiators

• Extensive Advertising Reach: We provide unparalleled advertising exposure, listing businesses on up to five websites, including our own platform. Reiterate our commitment to maximum visibility to clients, ensuring their business is showcased effectively to potential buyers.

• Personalised Buyer Management: We handle buyer enquiries, we offer a personal, end-to-end service, rather than handing it off to a remote call centre. This ensures consistency and a dedicated point of contact.

6. Updating the CRM

Once a client signs up, promptly update the CRM system to reflect the agreed-upon package. Crucially, change their status from “seller” to “vendor” to trigger the appropriate internal workflows.

7. Three-Weekly Client Calls

Establishing a routine of three-weekly calls with all new clients is essential for proactive client management and relationship building.

• Managed Packages: These calls allow you to review progress and discuss any incoming leads with your client. If there are no enquiries, it’s a prompt to review the pricing and listing visuals (pictures) with them.

• Upselling Opportunities: During these calls, seek opportunities to upsell additional services, such as a “For Sale” board or premium advertising.

• CRM Documentation: After every update, whether you spoke to the client or not, ensure the CRM is meticulously updated with a record of the conversation or status. Consistent contact, even without significant news, significantly reduces the likelihood of customer complaints compared to periods of zero contact.

8. Management of Expectations

• Sale Timeline: Educate clients that the business sale process typically takes longer than expected. Even with a quick offer, the legal completion phase involving solicitors can take 3+ months. Manage their expectations regarding the overall timeline.

• Enquiry Flow: When a business is first listed on platforms, interested registered buyers will receive immediate email notifications. This often leads to an initial surge of activity. It is vital to communicate that this initial spurt of enquiries and offers is likely to be the strongest.

• First Tranche of Buyers: Inform sellers that their most likely buyer will often emerge from this initial wave of enquiries. It’s usually in their best interest to seriously consider offers received during this period, as the volume of enquiries tends to decrease significantly thereafter.

• Price Adjustments: Make the seller aware that if the business remains unsold after 3 - 6 months, the offers they receive may be substantially lower (e.g., half of the initial asking price). Emphasise that a decline in enquiries post-initial surge is a market reality and not a reflection of EXP Commercial’s advertising efforts, which are maximised across all relevant platforms. Factors like pricing or broader market conditions often influence prolonged sales.

• Client Conversion: Understand that not every consultation will result in a client signing up. However, by diligently following these steps and maintaining a professional, polished approach, you maximise your chances of converting leads into successful partnerships. Your professionalism and communication are key differentiators.

MODULE 4 Accounts and Leases

This module provides an overview of the different company structures and how to interpret their financial statements and lease agreements, which are crucial for valuation and the sales process.

1. Types of Company Structures

We primarily deal with three main types of company structures:

• Limited Companies (approximately of our business): By law, limited companies are required to file statutory accounts. While abridged versions may be available on Companies House, you will need to obtain the full statutory accounts directly from the client.

• Sole Traders (approximately of half of the business): Sole traders do not produce statutory accounts. Instead, we rely on their self-assessment tax returns. These documents show their taxable earnings, calculated after deducting tax-deductible expenses (e.g., vehicle use, rates). The resulting figure is analogous to their profit.

• Partnerships (approximately of 10% of our business): Similar to sole traders, partnerships do not file statutory accounts. Their financial information will also be derived from their self-assessment tax returns, focusing on taxable earnings. A sole trader pays income tax on their net earnings, whereas a limited company pays corporation tax on its net earnings. A sole trader’s accountant should be able to provide the specific financial details required for our valuation purposes.

2. Understanding Financial Statements

• For Limited Companies: We primarily require their Operating Profits or Pre-Tax Profits. This is the core figure upon which corporation tax is assessed. Refer to Module 2 for a detailed explanation of EBITDA and its relevance to valuation.

• For Sole Traders and Partnerships: We are looking for the earnings on which they are taxed. Crucially, we need their Profit & Loss Account and their Balance Sheet.

2. Understanding Financial Statements

• For Sole Traders and Partnerships: We are looking for the earnings on which they are taxed. Crucially, we need their Profit & Loss Account and their Balance Sheet.

• Key Considerations on the Balance Sheet: The Balance Sheet provides a snapshot of the company’s assets, liabilities, and equity at a specific point in time. It’s important to understand what to look for:

• Negative Balance Sheet: A negative balance sheet can occur for various reasons. It’s important to investigate the underlying causes.

• Debts: Pay close attention to debts. Distinguish between ‘bad debt’ (uncollectible accounts) or ‘long-term debtors’ (customers who owe money for an extended period), which can indicate financial issues. Short-term debtors are usually less concerning.

• Creditors: Look for ‘other creditors,’ which might include Covid Bounce Back Loans () and Covid Business Interruption Loans (). Typically, businesses are sold on a ‘debt-free and cash-free’ basis, meaning the seller pays off all debts before completion. However, with Covid-related loans, it might be more sensible for a new owner to take on the loan and repay it under their own terms. Always ask if the business has any outstanding Covid-related or similar government-backed loans.

• Impact of Covid on Financials: During the Covid- pandemic, many businesses experienced significant revenue drops. However, they might have received government-backed loans and furlough payments, which could artificially inflate reported profits or mask underlying operational losses. This emphasises the importance of a thorough review of the balance sheet to understand the true financial position beyond just the profit and loss.

3. Types of Leases

For businesses operating from leased premises, the lease agreement is a critical document for potential buyers. While we typically don’t need to review the full lease until we engage with interested buyers, it is essential to gather key information upfront:

• Current rent and review dates: Ascertain the current rent amount and whether any rent reviews are due. Rent reviews can significantly impact a buyer’s future overheads.

• Main lease terms and specific clauses: Understand the main terms and specific clauses within the lease. This includes break clauses, rights to assign, and permitted use.

• Personal Guarantee (): Determine if a personal guarantee is attached to the lease. If so, inform the seller that a change of personal guarantor will be required as part of the sale process.

Landlord Awareness and Consent:

• Crucial Question: Always ask the vendor if their landlord is aware of their intention to sell the business.

• Landlord’s Stance: Inquire whether the landlord is likely to offer similar lease terms to a new owner.

• Landlord Type: Ascertain the type of landlord (e.g., private equity firm, housing association, local council) as this can influence their approach to new tenants.

• Pre-Market Disclosure: If the vendor has not yet informed their landlord about the sale, they must do so before we list the business on the market.

• Full Repairing and Insuring () Lease: Ask if the lease is a “Full Repairing and Insuring” () lease. Under a lease, the tenant is typically responsible for maintaining and repairing the entire property, including the structure, and for insuring it. This means the seller might be obligated to restore the property to its initial condition (as per the lease terms when they took over) unless the landlord agrees to different terms with the new owner.

MODULE 5 Listings and Sale Process

You’ve conducted the valuation meeting, analysed the financials, and completed the valuation. Once a client decides to sign up with EXP Commercial, the focus shifts to the listing and sale process.

1. Required Documentation for Listing

To initiate the listing process, certain documents and pieces of information must be supplied to Head Office. These can come from either the Regional Business Partner or directly from the vendor:

• Signed Contract/Sign-up Form: Essential for clients on packages involving an end fee or commission.

• Business Questionnaire: This form, often emailed, will contain critical business information, some of which may duplicate the contract details. It’s crucial for writing the advert.

• Identification (Two Forms): Required for Anti-Money Laundering () compliance.

• One form must include a photo (e.g., driving licence, passport).

• One form must confirm their home address (e.g., bank statement, utility bill, council tax statement). Note: Mobile phone bills are not acceptable.

• Energy Performance Certificate (): Necessary for any business sale involving property (leasehold or freehold).

• An EPC is required within 30 days of listing the property for sale.

• Check gov.uk by postcode; if an exists, you can download it. If not, the seller must commission one. (See Module 1 for more details on EPCs, including costs and exceptions).

• Exceptions: An EPC is not required if the business has no physical premises or if the premises are not part of the sale. Also, premises smaller than certain square metres may be exempt.

• The Advert Copy: The Business Broker is responsible for writing a compelling advert based on the thoroughly completed business questionnaire. Ensure the questionnaire provides sufficient detail to create an informative and attractive listing.

• Business Photographs: Advise the vendor on suitable photos.

• Key Rule: Ensure no people are visible in the photos to protect privacy.

• Photos can be sourced from their website or social media, if appropriate.

• Suggested Shots: Include exterior views, a shot from the entrance looking in, a shot from the rear looking forward, and images of key areas like the kitchen, back room, or specific operational spaces.

• Equipment Photographs: Collect photos of any significant equipment. While these may not be in the primary advert, they are valuable assets to provide to potential buyers who might be interested in the equipment’s value or functionality. Once all this information is gathered, Head Office will input it into the CRM system to create your official listing.

2. Marketing and Advertising

• Brochure/Information Memorandum ():You will be asked to complete a Company Briefing Report to obtain all the necessary information to create the most informative brochure possible.

• Supporting Information: Other valuable information, such as full statutory accounts, links to social media profiles, and Google reviews, will not be part of the public advert but should be compiled to send to qualified buyer enquiries. This supplementary information helps buyers make informed decisions.

3. Managing Buyer Enquiries

Efficiently managing buyer enquiries is crucial for a successful sale.

• Communication Strategy: If you have a manageable number of listings, you may have time for personalised phone calls in addition to email communication. Phone contact is generally more effective for securing appointments.

• Email Communication: When sending an email, always include the business name in the subject line. In the email body, provide a link to the business’s listing on the EXP Commercial website. This is where you can also include links to social media, Google reviews, and attach relevant accounts.

• Price Changes: If there is a price reduction, proactively contact all previous enquiries to inform them of the update.

• Identifying Serious Buyers: While some enquiries are generic (“please send more information”), prioritise those who take the time to ask specific questions or provide detailed requests. These buyers are generally more serious.

• Minimising Back-and-Forth: To save time, anticipate common buyer questions and include the answers in your initial email. Aim to provide a comprehensive information package upfront.

• Arranging Viewings: Your role as a Regional Business Partner involves arranging viewings between the buyer and the vendor (depending on the package). The business owner should typically be present to answer operational questions.

• No-Show Rate for Viewings: Be aware that viewings have a higher no-show rate than initial valuation meetings (approximately in may cancel or not attend). By allowing owners to conduct viewings, your time is protected.

• Qualifying Buyers: To assess buyer seriousness and fit, ask key questions:

• What is the reason for this acquisition?

• What experience do you have running this sort of business?

• How many acquisitions have you been involved with previously?

• How will you finance this acquisition, and can you provide proof of funds?

• Are you buying this alone or as part of a group?

• How quickly are you looking to complete the sale?

• Persistent Follow-up: If buyers don’t answer calls, continue trying. It often takes multiple attempts. Always update the CRM with every contact attempt, providing a detailed record of your efforts.

• CRM Tags: Once you’ve spoken to a buyer and understand their specific needs, update the CRM tags. This allows the business to market correctly to them.

4. Dealing with Offers

Efficiently managing buyer enquiries is crucial for a successful sale.

• Price Changes: If there is a price reduction, proactively contact all previous enquiries to inform them of the update.

• Minimising Back-and-Forth: To save time, anticipate common buyer questions and include the answers in your initial email. Aim to provide a comprehensive information package upfront.

5. The Sale Process Post-Offer and Role of Solicitors

Once an agreement is reached, formalise it by filling in the “Offer Accepted” form.

• Proof of Funds: Request proof of funds from the buyer. This can be done before the offer acceptance stage. It’s essential to understand how they plan to finance the acquisition, as substantial funds cannot be simply obtained from a bank without prior arrangements.

• Asset Finance: If the company has significant assets, asset finance might be available to the buyer, though collateral will always be required. “Seller finance” is another option, where the seller essentially lends a portion of the purchase price to the buyer, with repayment tied to the company’s future profits.

• Solicitor Engagement: Obtain details of both the buyer’s and seller’s solicitors. Both parties should engage commercial solicitors with specific experience in business transfers. Recommend firms rather than sole practitioners to ensure continuity.

• Monitoring Legal Progress: Once solicitors are involved, your role shifts to closely monitoring the legal progress. This phase can be time-consuming.

• Client Responsibility: It is paramount that both buyers and sellers remain actively engaged with their solicitors, calling regularly for updates. They need to ensure their solicitors are performing as requested, not the other way around.

• Lease Transfers: If a lease transfer is involved, the landlord and their solicitor will also become parties to the process. As there is less immediate incentive for the landlord to expedite the process compared to the buyer and seller, delays can occur. In such cases, you must guide the seller to persistently follow up with their landlord and the landlord’s solicitor to keep things moving.

• Continuous Offer Management: Remember to maintain a proactive approach to chasing offers. Schedule regular diary reminders (e.g., every other Monday) to stay on top of all outstanding offers and discussions.

6. Basic Taxation Overview and the Role of Accountants

While we are not qualified to give financial or legal advice (and must always provide this caveat to clients), having a basic understanding of relevant tax implications can be beneficial.

• Business Asset Disposal Relief (): You might inform the seller about Business Asset Disposal Relief (formerly Entrepreneurs’ Relief). This relief can significantly reduce Capital Gains Tax () on qualifying business assets. If a shareholder of a limited company sells that company (or a significant portion of it), they may be eligible for this relief on gains up to a certain lifetime limit of million.

• Asset Sale vs. Share Sale: This relief makes it generally more advantageous for a seller to sell the limited company’s shares rather than just its assets. Always advise them to seek professional tax advice from their accountant. Raising such points demonstrates your comprehensive approach and genuine care beyond just securing a valuation.

• Accountants’ Role: Accountants typically become more involved as the sale progresses, especially in providing up-to-date financial information (e.g., management accounts, returns) that buyers will require.

• Pre-Warning Sellers: It is crucial to pre-warn sellers early in the process (even during the initial listing phase) about the information they will need to gather once an offer is accepted. This includes staff lists, inventory details, and ensuring their lease documentation is in order. Emphasise that being prepared with this information is vital for a smooth and successful sale.

7. Common Pitfalls and Deal Breakers

Even with the best preparation, the business transfer process can be fraught with risks. Being aware of these common pitfalls allows you to proactively manage client and buyer behaviour to keep the deal on track.

Pitfalls of the Seller (Vendor):

• Undisclosed Liabilities: Failure to disclose all debts, legal disputes, or outstanding tax issues early in the process. When these surface during due diligence, it leads to an immediate breakdown of trust and the deal often collapses.

• Poor Financial Record-Keeping: Buyers and their accountants require easily accessible, auditable statutory accounts and up-to-date management accounts. If the seller cannot produce clean, verifiable figures promptly, the buyer will assume the worst.

• Engaging the Landlord Prematurely (or Too Late): Informing a landlord before a serious buyer is secured can lead to problems, but waiting until the last minute risks lengthy delays in agreeing to a new lease, frustrating the buyer and causing them to walk away.

• Allowing Business Deterioration: Sellers sometimes ‘take their foot off the gas’ once the business is listed, leading to a drop in turnover or staff turnover. Buyers perform checks before exchange of contracts; any noticeable decline provides grounds for renegotiation or withdrawal.

Pitfalls of the Buyer:

• Proof of Funds Failure: A buyer who makes an offer but cannot swiftly demonstrate the required capital (either personal funds or secured finance) is wasting time. This is why due diligence on the buyer’s financial position is critical.

• Excessive Due Diligence Scope: Sometimes, buyers or their solicitors/accountants go beyond a reasonable scope of enquiry, seeking information that is overly sensitive or irrelevant to the sale. Managing expectations here is key to preventing scope creep.

• ‘Buyer’s Remorse’ or Unrealistic Expectations: Buyers occasionally withdraw after the initial excitement wears off, realising the commitment required or disagreeing with their spouse/partner. This often happens before the Memorandum of Sale is issued.

Case Study: The Pitfall of the Post-Offer Dip A regional coffee shop was listed for and received an acceptable offer of within eight weeks. The owner, excited by the offer, decided to take a much-needed break and reduced their management hours, assuming the deal was complete. Over the next two months, while the legal process was underway, daily takings fell by , partly due to the owner’s reduced presence and partly due to a key staff member leaving. The buyer’s solicitor requested updated management accounts a week before the planned exchange of contracts. The drop was flagged, and the buyer immediately reduced their offer, arguing the business had deteriorated. The original deal fell apart, and the business was relisted at a lower price. This demonstrates the crucial need to maintain operational performance until the ink is dry.

MODULE 6 Business Development

As Brokers proactive business development is key to maximising your success.

1. Networking Groups & Events

Actively participate in networking opportunities to expand your professional connections and identify potential clients.

• Types of Groups: Explore local and national networking groups such as Business Network International (), local Chambers of Commerce, industry-specific trade shows, and relevant conferences.

• Membership: Be aware that some networking groups offer free participation, while others require a membership fee. Evaluate the return on investment for paid groups.

• Strategic Engagement: Attend these events with a clear objective: to build relationships, understand market needs, and subtly position EXP Commercial’s services.

2. LinkedIn and Social Media

Leverage professional online platforms to connect with potential clients and referral sources.

• LinkedIn for : LinkedIn is a powerful tool for connecting with businesses, including property consultants, recruitment agencies, companies, and other professional service firms. These sectors are often active on LinkedIn and can be valuable sources of leads.

• Professional Profile: Ensure your LinkedIn profile is comprehensive, professional, and clearly articulates your role and EXP Commercial’s services. People will look you up, and your profile serves as an initial impression.

• Content Sharing: Share relevant industry insights, market trends, and EXP Commercial success stories to establish yourself as a knowledgeable expert.

• Strategic Connections: Actively seek connections with business owners, accountants, solicitors, and other professionals who may encounter potential sellers.

3. Gaining Referrals from Clients and Their Advisers

Referrals are one of the most effective and cost-efficient ways to generate new business.

• Key Referral Sources: Commercial solicitors, accountants, and corporate finance companies with a large client base of Small and Medium-sized Enterprises () are prime referral sources. They are often among the first to know when a business owner is considering a sale.

• Mutual Benefit: Cultivate strong relationships with these professionals. Position EXP Commercial as a trusted partner who can assist their clients in the business transfer process. We can help their clients sell their businesses, and in turn, they may help us find buyers, creating a mutually beneficial referral network.

• Proactive Engagement: Regularly touch base with your network of advisers to remind them of EXP Commercial’s services and the types of clients we assist.

4. Reworking Database / Old Leads

Continuous Follow-up: Regularly revisit and re-engage with old leads, including those you’ve previously met or contacted. Market conditions and personal circumstances change, and a “no” today could become a “yes” tomorrow.

CRM Status: Keep meticulous records in the CRM system, ensuring you know the current stage and last interaction with each client and lead. This allows for targeted and timely follow-ups.

Nurturing Relationships: Even if a lead isn’t immediately ready to sell, consistent, polite follow-up can keep EXP Commercial top-of-mind for future needs.

GUIDE TO APPOINTMENTS

This chapter is dedicated to providing comprehensive guidance for EXP Commercial Business Brokers on attending and conducting successful valuation appointments.

Purpose of This Chapter

The purpose of this manual is to serve as a vital training tool for EXP Commercial Business Brokers. It will guide you through the entire process of attending and conducting valuation appointments. Detailed within these pages, you will find:

• Your essential role as a Business Broker.

• Key tips for effective preparation before your appointment.

• A step-by-step breakdown of the appointment process from start to finish.

• Strategies for effectively communicating valuation and fee structures to your clients.

• Best practices for handling no-show appointments or calls.

This guide is designed as a practical reference to help you apply best practices consistently during your appointments. While every EXP Commercial Business Broker develops their unique working style and communication methods over time, this manual is specifically structured to ensure you attend your appointments fully prepared. Remember to practice what you are going to say and personalise your approach; this will significantly enhance your confidence during client interactions.

Table of Contents for This Chapter:

1. Introduction - Purpose of This Chapter

2. Appointments - How They Are Created

3. Research & Preparation

4. Case Studies and Real-World Scenarios

5. The Appointment - Part 1: Introduction and Value Creation

6. The Appointment - Part 2: Information Gathering

7. Valuation

8. Fees

9. Closing The Appointment

10. Common Pitfalls for Business Partners

11. How to Handle a No-Show Appointment

12. The Role of a Business Broker

Appointments - How They Are Created

This section aims to provide insight into the significant time, resources, and financial investment required to secure productive leads and appointments.

Self-Generated Appointments

These are appointments you have secured through your own proactive efforts, such as networking, following up on previous clients, or building relationships. You have invested your most valuable currency—your time—to create this opportunity. Therefore, you should approach every self-generated appointment as if it is the most critical task of your day.

Appointments Generated by EXP Commercial

These leads generally originate from two primary sources:

1. Marketing Campaigns and Website Enquiries: Leads generated through EXP Commercial’s own marketing efforts, website inquiries, and social media presence.

In this instance, there is a significant cost incurred by the business to acquire these leads. It is vital to recognise this investment and approach each assigned appointment with a positive attitude and eagerness to succeed.

Research & Preparation

This section will guide you step-by-step on how to effectively prepare for your valuation appointments.

The Value of Pre-Appointment Research

It is highly likely that the client you are meeting has also booked appointments with other brokers. Therefore, thoroughly researching the business prior to your meeting is paramount. When a client recognises that you have invested time in understanding their operation before you arrive, it will significantly help you stand out from the competition, fostering trust and rapport from the outset.

The 5 W’s for Preparation

To ensure comprehensive preparation, structure your research around the following “5 W’s”:

• Who: Who is the business owner? Who are their key customers?

• What: What does their business do? What products or services do they offer?

• Where: Where is the business located? Where do their customers come from?

• When: When was the business established? When was key equipment acquired?

• How: How does the business operate? How do they market themselves?

Knowing the Business, You Are About to Value

Gain a deep understanding of the business:

• Website & Social Media Review: Examine their website and social media accounts (Instagram, Facebook, LinkedIn, Twitter, TikTok) for their core offering, mission, and engagement levels.

• Competitor Analysis: Use Google Maps to survey the local high street or commercial area. Perform a Google search to identify similar businesses and gauge the competitive landscape (niche vs. saturated).

• Business Tenure and History: Find out how long the current owner has operated the business, often detailed on the “About Us” page or social media timelines.

• Freehold Property Preparation (If Applicable): Utilise property websites (like Rightbiz) to search for comparable commercial property sales in the wider area to gauge local market activity and values.

Practise and Rehearse

Anticipate potential client questions and prepare your responses in advance. The more information and confidence you arm yourself with, the more effectively you can conduct a meaningful conversation and build a memorable relationship with the client. Remember, most clients “buy into YOU,” not just the service you provide.

Case Studies and Real-World Scenarios

Case Study 1: The Power of Preparation (Winning the Listing)

One particular business had a highly active Instagram presence, which was a core driver of their operations. A competing broker had visited but largely dismissed the client’s discussion about their Instagram page. When a competing business broker met the client, they specifically complimented the impressive following and consistent activity on the Instagram page, reassuring the client that this would be highlighted as a key selling point for the business. This small, yet significant, act of recognitiondirectly resulting from pre-appointment research - won the listing.

Case Study 2: Overcoming the “Spouse Objection” (Securing the Commitment)

A Business Broker presented a great valuation and fee structure to a business owner who was clearly ready to sell. The owner agreed with the terms but paused, saying, “I just need to speak to my spouse first before I sign anything.” The Business Broker knew this was a common deferral tactic. Instead of just accepting a follow-up call, they offered a proactive solution: “That is perfectly understandable. This is a joint decision. I’d be happy to join a 15-minute call with you both tomorrow evening. I can articulate the strategy, value, and fee structure far better than anyone else, ensuring all their questions are addressed directly and clearly. Does 7 PM work, or is 8 PM better?” By offering to facilitate the discussion and setting a firm time, the partner eliminated the barrier, demonstrated commitment, and prevented the lead from going cold. The joint call happened, all questions were answered, and the contract was signed the next morning, securing the listing immediately.

The Appointment - Part 1: Introduction and Value Creation

This section guides you through the initial phase of your appointment, focusing on your introduction and establishing your value.

Formal Introduction and Value Creation

Begin with a formal introduction aimed at establishing your credibility and positioning yourself as an indispensable partner.

Example Opening Statement: “Thank you for seeing me today and for taking the time to allow me to show you how we, at EXP Commercial, operate and how we can effectively help you sell your business. I will guide you through our various packages and discuss the most appropriate strategy for selling your specific business. If you decide to engage me as your Broker, I assure you that I will leverage all my resources and expertise to help you achieve a successful sale.”

Emphasizing Your Role and EXP Commercial’s Reach

Continue by clearly defining your role and highlighting EXP Commercial’s extensive reach:

• Dedicated Contact: “I am your primary point of contact, managing the entire process from start to finish. I am personally responsible for your complete client experience.”

• Broad Advertising: “EXP Commercial strategically advertises businesses on five of the largest and most effective business sales websites, in addition to our own proprietary platform. These include Rightbiz, Onbiz, Businesses For Sale, Rightmove Commercial and Zoopla.”

Highlighting Our Competitive Advantages

Emphasise that we do not operate on a “pitch and run” model. Underscore our commitment to:

• Personalised 1-to-1 Service by a dedicated Business Partner.

• Extensive Advertising reach across major aggregator sites.

• Dedicated Head Office Support team for proactive marketing and social media.

• Strong Negotiation Skills to maximise returns.

• In-depth Market Knowledge to provide informed guidance on pricing strategies.

Common Pitfalls for Business Partners

This section outlines critical mistakes that can negatively impact your conversion rate and client relationship. Avoid these pitfalls to maximise your success:

1. Failing to Define the Next Step

The Pitfall: Ending a meeting or call without a defined next action (e.g., “I’ll call you next week”). The Fix: Always book a specific, time-bound follow-up. Use phrases like: “Let’s pencil in a 15-minute call for Thursday at 2 PM to see how your discussion with your partner went.” This establishes accountability and prevents client deferral.

2. Discounting Too Early (The “Time Pressure” Tactic)

The Pitfall: Offering a discount immediately or using a generic, time-sensitive closure (e.g., “Sign now for 10% off”). The Fix: Only negotiate fees when the client initiates the price discussion and use the “Harder Close” (time-sensitive discount) only as a final measure to secure immediate sign-up after negotiation has begun. Your fees reflect the comprehensive service; devalue it only when absolutely necessary.

3. Working Out of Sequence

The Pitfall: Focusing on tasks that come after the listing is won (e.g., worrying about EPCs, detailed listing nuances, or actively selling the business) before the contract is signed and the marketing fee is secured. The Fix: Concentrate on the Immediate Objective: WIN THE LISTING. Get the contract signed and the marketing fee secured. Worry about the listing details and selling only after this primary goal is achieved.

4. Relying on Single-Channel Follow-up

The Pitfall: Only calling a hard-to-reach client after an appointment. The Fix: Use a persistent, multi-channel approach. If a call is missed, immediately follow up with a concise text message, and then an email. This demonstrates professionalism and ensures your message cuts through.

5. Prejudging the Lead or Client

The Pitfall: Assuming a small business or a “low interest” client is not worth the effort or won’t convert. The Fix: Treat every client as if they are your most important asset. A small listing can often lead to a chain of referrals for valuable future clients. Approach every appointment with the same positive outlook and dedicated attitude.

GUIDE TO VALUATIONS

Valuations Overview

The valuation is critical to what we do. Everything that happens, from attracting buyers to securing finance, is based on the valuation you provide to the seller.

We need to achieve a valuation that encourages the seller to list with us. To do this, we must keep in mind their aspirational figure - the price they are hoping to achieve. Most importantly, we need to remember that a significant number of businesses are purchased using finance. If our valuation is too far out of alignment with market reality, even if we find a buyer willing to pay the seller’s aspirational price, they may not be able to secure the necessary funding.

The valuation process can be broken down into three key parts:

1. The Actual Valuation: The method and calculation of the business’s worth.

2. How You Present/Discuss the Valuation: The communication strategy used to convey the valuation to the client.

3. How You Include Your Fees in the Valuation: Integrating our fee structure transparently within the overall discussion.

This guide will consolidate all aspects of the valuation process, integrating best practices observed from other directors and existing training materials.

Ways to Value a Business

There are a number of ways to value a business, each offering a different perspective on its true worth.

• Multiple of Turnover (for High Street Businesses) and EBITDA (for Non-High Street Businesses): These are the easiest and most commonly used methods within EXP Commercial. They are primarily based on the factual financial figures of the business.

• Asset-Based Valuation: This method values a business based on the sum of the fair market value of its tangible and intangible assets.

Other Crucial Influencing Factors

While the above methods focus purely on facts and figures, there are several other crucial factors that will influence the valuation, either positively or negatively, and need to be taken into account:

Factor Influence on Valuation

Industry Approach

Local Area Approach

Future Performance

Brand Strength

Customer Base

Management Team

Suppliers / Supply Chain

Synergies

Gauging market appetite by looking at how comparable companies within the same industry are selling. Helps gauge demand and industry-specific multiples.

Observing how a particular business type is performing in a specific geographical area. High demand in an area creates a premium; market saturation negatively affects the price.

Consistent financial performance and clear potential for growth make a business a “safer bet,” justifying a higher price.

A positive brand, strong recognition, and significant intellectual property (IP), patents, or unique trademarks increase value, allowing the acquirer to enter new markets or benefit from exclusive products.

A strong, loyal, and trustworthy customer base is highly attractive, especially for trade buyers seeking immediate growth opportunities through cross-selling.

The quality and capability of the existing management team significantly influences success. Investment buyers look for strength and reliability; a strong team reduces owner dependence and increases value.

A strong and well-established supply chain provides advantages like improved consistency and competitive pricing, which an acquirer can leverage to enhance margins post-acquisition.

The potential for the purchaser to achieve significant cost savings or increased revenue by combining operations (e.g., cutting redundant costs, combining facilities) justifies a higher acquisition price.

On-High Street Valuations (Turnover Multiples)

On-High Street valuations are typically straightforward and based on a multiple of weekly sales, not profits.

Business Type

Low Profit Margins

(e.g., Convenience Stores, Newsagents)

High Profit Margins

(e.g., Takeaways)

Hairdressers and Beauty Salons

Typical Multiplier (x Weekly Sales) Notes

Circa 10x

20x to 30x

Circa 20x

Valuation is sensitive to local market influence. Use local knowledge to adjust.

Sales figures must be evidenced. This range allows for market flexibility.

Heavily dependent on local market conditions and demand.

Key Considerations:

• Fixtures and Fittings: Generally included in the multiplier. Only add a separate value for significant, recent investment in high-value, state-of-the-art equipment.

• Stock: Always listed separately from the business value as “plus stock at valuation.”

Off-High Street Valuations (EBITDA Multiples)

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is the standard metric for non-High Street and most mid-sized business valuations.

1. Calculating Adjusted EBITDA (The Principle of Add-Backs)

Start with the business’s Net Profit (or Operating Profit / Pre-Tax Profit). Then, add back certain expenses that would cease to exist under a new owner, or that are non-recurring/ non-cash.

Item to Add Back Rationale

Depreciation

Interest/Finance Charges

Directors’ Salaries/ Benefits

One-Off Costs

A non-cash accounting expense. Adding it back reveals the underlying operating profits free from capital expenditure distortion.

Interest payments (I in EBITDA) are specific to the current owner’s financing structure.

Salaries, NI, and pension contributions above a market-rate replacement salary, or for non-working directors (e.g., spouse’s salary). Caution is needed here (see Pitfalls).

Non-recurring expenses like significant legal fees for a past dispute, one-off bad debts, or non-recurring refurbishments.

Example Calculation: Starting Net Profit () + Depreciation () + Discretionary Owner Pension () + One-Off Legal Fees () = Adjusted EBITDA ()

2. Determining the EBITDA Multiplier

The multiplier is applied to the Adjusted EBITDA figure to determine the business value. For small to mid-sized businesses, this typically ranges between 1 and 3, but can go higher.

The “Walk Away Test”:

• Owner-Managed (High Dependence): 1x to 2.5x EBITDA. These are businesses highly reliant on the owner (e.g., a sole proprietor working from home). If the owner walks away, the business stalls.

• Managed (Low Dependence): 3x to 3.5x EBITDA and higher. If the current owners were to literally walk away today, the business (turnover, profit) would carry on due to a strong management team, systems, and processes.

Factors to Increase the Multiplier (Higher Value):

• Recurring Revenue: The most critical factor. Long-term contracts, service agreements, and subscription models justify significantly higher multiples (up to 5x or 7x in high-demand sectors like care homes or managed services).

• Diversification: Less reliance on a few customers or products.

• Intellectual Property (IP): Unique patents, proprietary software, or unique processes.

• Low Competition: Operating in a sector with high barriers to entry.

Factors to Reduce the Multiplier (Lower Value):

• Key Person Risk: Over-reliance on a single key employee (other than the owner).

• Post-Sale Investment: If the buyer is required to make a large capital investment (CapEx) for upgrades.

• Pending Issues: Litigation, regulatory action, or significant deferred maintenance.

Final Valuation Calculation:

Common Pitfalls in Business Valuation

Knowing the theory is one thing; applying it correctly requires avoiding these common mistakes that lead to an unachievable valuation.

1. The False Owner’s Salary Add-Back:

o The Error: Adding back 100% of the owner’s salary/drawings as if it were pure profit.

o The Reality: If the owner is working in the business, they must be replaced by a manager. The buyer will need to pay that replacement. The only legitimate add-back is the amount above a market-rate salary for that role. A buyer running the business themselves will use the Adjusted EBITDA to gauge their potential living, but the general market valuation must account for replacement cost.

2. Double-Counting Assets:

o The Error: Using an EBITDA multiple valuation and then adding back all fixed assets (like machinery or vehicles) to the final price.

o The Reality: Depreciation (D in EBITDA) has already been added back into the profit figure, meaning the assets’ cost has been neutralized. Adding the assets’ value back again is counting their value twice. Only add back surplus net assets (e.g., property not essential for operations, excess cash reserves).

3. Ignoring the Market Ceiling (The ‘Barber Shop Paradox’):

o The Error: Basing the valuation purely on a mathematical formula (e.g., 3x EBITDA) without regard for what the market will actually bear for that type of business.

o The Reality: Years of data show that businesses like small barber shops, pet groomers, and small restaurants have a maximum value threshold, often due to the ease with which a buyer can start a new, similar business (leasehold risk, brand risk). Be realistic about these ceilings (e.g., a barber will rarely sell for over).

4. Over-Reliance on Turnover Valuation:

o The Error: Relying solely on a turnover multiple for businesses outside of known high-street models (like convenience stores) or for highly specialised businesses.

o The Reality: High turnover with low profits (a low profit multiple valuation compared to a high turnover valuation) indicates poor management, bad pricing, or unsustainable operating costs. A buyer pays for profit, not just activity. Always perform both Profit Multiple and Turnover valuations for comparison.

5. Failing the “Qualify the Seller” Test:

o The Error: Not identifying the true decision-maker, often resulting in successful negotiations with one director only to be vetoed by an un-engaged, non-working spouse or shareholder later.

o The Reality: Always qualify the shareholders and directors early on (Companies House check) and insist on engaging with all key stakeholders who hold veto power over the sale process.

Valuation Case Studies and Real-World Outcomes

These case studies illustrate how different valuation methods and influencing factors play out in real-world scenarios.

Case Study 1: The Managed IT Services Provider

• The Business: An IT Managed Service Provider (MSP) with Adjusted EBITDA. The company provides IT support under 3-year recurring contracts to 50 small businesses. The owner only works 10 hours a week; the business is run by a strong, well-paid management team.

• Initial Valuation (Simple): A 3x EBITDA multiple would suggest a valuation.

• Final Valuation (Adjusted): (a 4x multiple).

• Rationale: The high multiple was justified by the low owner dependence (passed the Walk Away Test) and the recurring, contractual revenue. The buyer was an industry competitor (a trade buyer) who saw clear synergies in combining client bases and reducing administrative overheads. The guaranteed future income stream made the investment less risky and warranted the higher price.

Case Study 2: The High-End Restaurant Startup

• The Business: A high-end central city restaurant. The owner had spent on a complete, state-of-the-art fit-out, but had only been trading for 10 months and had generated a first-year Adjusted EBITDA of only £120,000 .

• Initial Valuation (EBITDA): A 2x EBITDA multiple would suggest a valuation, which is clearly unrealistic based on investment.

• Final Valuation (Asset-Based):

• Rationale: The business had to be valued on an Asset Valuation Basis. While a new owner would not pay full price for the depreciated assets and specific decor, the value of the new, high-quality, specialised kitchen equipment and the premium lease was the primary driver. The valuation was set to recover the maximum possible capital expenditure, with the profit acting as a positive data point for proof of concept, not the main value driver.

Case Study 3: The Struggling Retail Chain

• The Business: A long-established, multi-site retail chain (6 locations) with annual turnover, but only in Adjusted EBITDA. The owner was retiring and wanted.

• Initial Valuation (Owner Aspiration): £750,000.

• Final Valuation (Achieved Sale Price): £180,000 (3x EBITDA).

• Rationale: Despite the high turnover and strong Brand Strength in the local area, the low profit multiple (3x EBITDA) was the limiting factor. The market quickly identified that the high rent and staffing costs across the six locations were consuming nearly all the gross profit. Furthermore, the stores needed significant capital expenditure (refurbishment/upgrades) immediately, reducing the effective multiplier. The final sale was made to a single buyer who planned to close four low-performing locations and focus resources on the two profitable ones, valuing the business purely on its true profit potential and assets, not its historical footprint.

Making the Most of Phone Valuations

Since a phone valuation lacks the immediate visual and relational input of a faceto-face meeting, preparation is our competitive advantage. Thorough research is essential to build rapport and demonstrate authority.

Pre-Call Research Checklist:

1. Thorough Website Research: Understand their products/services, especially for online businesses.

2. Usee Google Maps: Examine their location, vicinity, competition, and local drivers (hospitals, transport links). Be ready to say, “I know exactly where you are, just near xxxx.”

3. Review Online Presence: Check review platforms (TripAdvisor, Google Reviews) and social media to gauge customer satisfaction and brand recognition.

4. Investigate Companies House: Verify active directors, shareholders, and people of significant control to ensure you are speaking to the decisionmaker(s). If there are multiple directors, qualify their roles early in the conversation.

Call Execution Strategy:

• Start with Positioning: Acknowledge their time constraint and always offer thanks.

• Concise Small Talk: Keep it brief; busy owners appreciate efficiency.

• Create Local Connection: If possible, use your Google Maps research or past experience to establish a simple, sincere link with their location.

• Establish Sales Cycle Position: Ask early: “Are we the first person you’ve spoken to, or have you had other valuations?” This helps you position our offer against competitors (who may be giving unrealistic, high valuations).

• Multi-Method Range: Even on the phone, introduce the three valuation methodologies (Turnover, Profit, Asset). Explain which one is most relevant and why, and offer a realistic range based on your research.

• Manage Expectations: Use the ‘Competitive Valuation Defense’ strategy: acknowledge that competitors may provide an unrealistic, inflated valuation, but assert that our realistic range is calculated to ensure the business is saleable and financeable, not just listed.

• Strategic Site Visit Offer: For closer locations, offer a post-sign-up site visit as a condition of their commitment (“Of course, if you sign up with us, I will come and take a proper look around”). Use your discretion for very long-distance appointments. Consider increasing the fee slightly to cover the time/cost of this strategic face-to-face follow-up.

• Detailed Follow-Up Email: Confirm the methodology, valuation ranges, what EXP Commercial does, and the fee structure in a well-proofread email within 24 hours.

Handling Missing Financial Information: If accounts are unavailable, tell them you will email a request for the documents. Before ending the call, focus on the positive, salable elements of the business (well-qualified staff, up-to-date equipment, location, client lists) to build rapport and demonstrate value.

GUIDE TO BUYING

Welcome to the Guide to Buying, a comprehensive chapter of our Training Manual designed to help EXP Commercial Business Brokers understand and effectively navigate the process of assisting clients in purchasing a business. This chapter will cover key topics essential for successfully guiding buyers from initial inquiry to closing the sale.

Here’s an overview of what this chapter will cover:

• Understanding Buyer Motivations: Delving into what drives prospective business owners.

• Handling Buyer Enquiries: Best practices for managing and responding to inquiries.

• The Buyers List: Strategies for maintaining and utilizing a robust buyer database.

• Due Diligence: Essential steps for thorough investigation.

• Financing the Acquisition: Guidance on funding options.

• Closing the Sale: The final stages of a successful transaction.

• Common Pitfalls: Identifying and avoiding critical mistakes.

• Case Studies: Learning from real-world examples.

Whether you’re an experienced broker or just starting out in the field, this chapter will provide the knowledge and resources to help you successfully guide buyers through the complex process of purchasing a business.

The Buyers List What is the Buyers List? The Buyers List is a meticulously collated list of all our registered buyers within EXP Commercial. It serves as a central repository of individuals and entities interested in acquiring a business, categorised by various criteria such as:

• Sector: The specific industry or type of business they are looking to buy (e.g., hospitality, retail, manufacturing).

• Turnover: The desired annual turnover range of the target business.

• Both: A combination of preferred sector and turnover.

The stronger and more comprehensive our collective Buyers List is, the more effective and efficient our business operations will be. To build this list, all we require is the sector(s) your buyer is looking to buy into. The list is organised alphabetically by name, ensuring that everyone within EXP Commercial knows exactly who to contact regarding a specific buyer.

How the Buyers List Can Be Utilised The Buyers List is a powerful tool that can be used in several strategic ways to enhance our listing and conversion efforts:

• Before the Appointment (Proactive Matching): Before attending any valuation appointment, it is crucial to check the Buyers List to ascertain if we have any active buyers already interested in that particular business sector. If a potential buyer is listed, immediately make contact with the Business Broker who manages that buyer’s connection to see if there’s an interest in the business you are valuing. This step is vital, especially when you are in a competitive situation with another broker trying to list your client. Having a possible buyer already identified and ready to view the business can be your ace up your sleeve – it could be the differentiating factor you need to win the listing.

• Regularly Check Your Listings Against the Buyers List: Buyers are added to the list continuously, so it is essential to regularly cross-reference your existing listings against the Buyers List. A buyer who wasn’t available when you initially signed your client up might be on the list now, presenting a new opportunity.

• Check All Colleagues’ Listings Against Your Own Buyers: Proactively check everyone’s listings on the EXP Commercial website against your own personal Buyers List. One of your colleagues might have listed a business and inadvertently missed that you have a connection with a buyer who would be keenly interested in one of their businesses. This collaborative approach maximises opportunities across the entire EXP Commercial network.

What Happens if You Identify a Buyer? If you identify a buyer on the list who might be a good fit for a particular listing, the next steps are crucial for a successful handover and collaboration:

• Reach Out to the Broker: Reach out to the Business Broker(s) whose connection the buyer is, and bring them up to speed immediately.

• Explain the Opportunity: Clearly explain the business opportunity, highlighting its key features and why you believe their buyer would be interested.

• Facilitate the Introduction: The “lazy way” of simply passing on a phone number is ineffective. The introduction should be handled professionally and properly. Introduce the relevant Broker to the buyer, ideally in an email, and offer to facilitate a Microsoft Teams or Zoom call to go over the proposition in more detail.

• Collaborative Effort: Remember, two of you working both sides of the opportunity (seller-side and buyer-side) is significantly more effective than one person trying to manage both. This dual approach leverages collective expertise and resources.

What is in it for Everyone? Commission, of course! If you successfully introduce a buyer to another Business Broker, leading to a completed sale, then the Business Broker whose listing it is will naturally reward you with a split of their commission.

In scenarios where there is no existing commission agreement in place for that particular buyer (e.g., they weren’t sourced through our standard channels), it is up to the Business Broker to agree to a commission structure for that specific enquiry. You would explain to the seller, “I have been introduced to an interested party, but for this particular enquiry, I will have to put a commission in place, as they haven’t come through the normal channels.” This ensures fairness and proper compensation for the effort involved in connecting a previously unlisted buyer.

Working as a team to connect motivated buyers and sellers is the most efficient and powerful way for EXP Commercial to operate. Not only do we truly set ourselves apart by offering this comprehensive and collaborative service at every level, but we also create positive experiences for everyone dealing with EXP Commercial. Furthermore, this approach fosters a joined-up earning opportunity that stretches across the entire country, benefiting all Business Brokers.

Handling Buyer Enquiries What is a Buyer Enquiry? A buyer enquiry is an expression of interest in one of the businesses that EXP Commercial has advertised for sale. These expressions of interest can originate from various advertising channels, including third-party aggregator websites, our own proprietary website, and social media platforms.

Buyer enquiries can vary significantly in the amount of information they provide; some may be quite detailed, while others may contain just an email address. Regardless of the initial information, it is our responsibility to make prompt contact, gather as much additional information as possible, and qualify how we can effectively help them.

Keep in mind that due to how advertising websites operate, the buyer enquiry might not be specifically for our actual business, or the buyer might not remember making the specific enquiry.

Why Might the Buyer Enquiry Be for Our Business (Even if They Don’t Immediately Recall)? When a buyer requests information through one of the third-party aggregator websites, they are often automatically offered details of other businesses, or their request is forwarded to other businesses that fit their search criteria. When this happens, it is our duty to:

• Contact the buyer promptly.

• Offer them the details of the business they have “enquired” about.

• If that particular business isn’t suitable, then proactively find out what they are looking for.

• Crucially, add them to your buyer enquiries contact and marketing list.

They might not have been looking at our specific business when they initially submitted the enquiry, but they were definitely looking to buy a business. This presents a valuable opportunity to engage them.

Why Might They Not Remember Enquiring About Our Business? The internet is a very fast-paced and often “samey” place. Buyers can click on an advert and request details in mere seconds. If they are scrolling rapidly between multiple websites or through numerous pages of listings, it is easy to lose track of which specific enquiries they have made.

Treat these enquiries as described above: send them information, answer their questions, and actively ascertain if they are interested in our listed business. If they aren’t, then see if we can tempt them with another business that we have listed. They were definitely looking for a business, so we should try our best to convert their interest into a successful transaction with EXP Commercial. Always add them to your buyer enquiry contact and marketing list for future communication, as there is significant value in the data that you collect.

How to Contact a Buyer Enquiry The best way to make contact differs from partner to partner, but all will agree that it requires different forms of communication and multiple attempts. Below is some best practice for contacting buyer enquiries:

• Phone Immediately: Phone the buyer enquiry and try to make contact as soon as possible. Many other brokers will also be trying to make contact, or automating their initial contact with emails. You need to stand out and be different. You are a business expert, and the best way to demonstrate that and get the buyer enquiry to “buy into you” is by having a direct conversation.

• Follow Up with an Email: Follow up with an email whether you make direct contact with the buyer enquiry or not. The email should clearly state the business they have enquired about, attach the brochure, and include a link to the listing. Additionally, include details of a couple of other businesses that you think might be of interest to them, broadening their options.

• Send a Short Text/WhatsApp Message (If No Reply): If there is no reply to your email or return call, then send them a short text message and/or a WhatsApp message introducing yourself. Our buyer enquiries might ignore numbers they don’t know, so let them know who you are, which company you represent (EXP Commercial), and what business you are representing (referencing the enquiry). Let them know you will phone again in a couple of hours and ask them to save your number so they recognise it is you calling when you do.

Repeat the above process over the next few days or until you have successfully spoken to them. Try them at different times of the day if you are struggling to make contact (e.g., evenings, weekends).

Ongoing Engagement and Off-Market Sales Always add them to your buyer enquiry contact and marketing list for your future newsletters. Every time you list a new business, your buyer enquiries contact and marketing list should be the first to know about it.

For example, if you sign up a café for sale, introduce this new business for sale to your buyer enquiry list and see if you can generate interest in it. Off-market sales are very popular, and your buyer enquiries will feel valued if you are previewing the businesses you list with them before they are advertised on the open market. You will also impress the sellers of your business if you have gathered interest for a particular business even before the advert has gone live. This is a unique selling point for the service that you offer and something we can use to defend the marketing deposit and even to increase it.

You will occasionally speak to buyer enquiries who have enquired about the wrong business. They could have clicked our advert by mistake or even mistaken the town for a town near them with the same name. Handle these in the same way: see if we can help them. They might not have meant to request information from us, but they are definitely looking to buy a business, so let’s see if we can help them find a suitable opportunity within our portfolio.

COMMON PITFALLS IN BUSINESS ACQUISITION

Guiding a buyer successfully means helping them avoid common, costly mistakes. Be alert for these pitfalls during the acquisition process:

1. Emotional Overpayment (The “Heart Over Head” Trap): A buyer falls in love with the business concept, location, or industry and ignores the valuation data, leading them to pay a premium that the business’s future cash flow cannot justify.

o Guidance: Emphasise objective financial analysis and the importance of adhering to the agreed-upon valuation range, regardless of personal enthusiasm.

2. Insufficient Due Diligence on “Quality of Earnings”: The buyer relies solely on the seller’s headline profit and loss (P&L) statement without investigating the sustainability and quality of those earnings. This can hide non-recurring expenses, aggressive accounting practices, or major customer concentration risk.

o Guidance: Ensure specialist accountants are engaged early to perform a rigorous Quality of Earnings (QoE) report. Focus on verifying SDE (Seller’s Discretionary Earnings).

3. Ignoring Cultural and Personnel Fit: The buyer only focuses on the assets and financials and fails to assess the incumbent staff’s willingness to stay, the operational culture, or key employees’ dependency on the seller. This can lead to rapid staff turnover post-acquisition.

o Guidance: Incorporate meetings with key management and staff (under strict confidentiality) into the due diligence process and build retention clauses or staggered payout incentives for essential employees into the deal structure.

4. Poor Transition Planning: The buyer assumes they can run the business immediately without a transition period. The seller leaves abruptly, taking critical institutional knowledge, supplier contacts, and client relationships with them.

o Guidance: Mandate a comprehensive seller transition period (e.g., 3-6 months), clearly defining the seller’s role, availability, and specific handover duties in the purchase agreement.

5. Underestimating Working Capital Needs: The buyer uses all available capital for the purchase price, leaving insufficient funds to cover operational expenses during the initial post-acquisition period, especially when cash flow inevitably slows down during the transition.

o Guidance: Work with financial advisors to create a detailed 12-month post-acquisition cash flow projection that includes a buffer for unexpected expenses and a conservative estimate of initial revenue.

CASE STUDIES IN ACQUISITION

These brief case studies illustrate the application of best practices and the impact of the pitfalls outlined above.

Case Study 1: Strategic Success through Rigorous Diligence (The ‘Synergy’ Acquisition)

Element Description Outcome

Business

Buyer

Process

A regional IT managed services provider (MSP) with strong local contracts. Success

A larger national MSP looking to expand into the region and acquire key talent. Key Takeaway

The buyer followed a disciplined approach. They mandated a QoE review that adjusted the seller’s EBITDA slightly but confirmed revenue was recurring and sustainable. The buyer’s due diligence team spent significant time interviewing all key technical staff to ensure cultural alignment and minimise flight risk. The purchase agreement included a three-year retention bonus for the top five engineers.

Case

The acquisition closed successfully. The retained talent and integration of the customer base resulted in £250,000 in immediate cost synergies and a 35% growth in the regional division within the first year. Rigorous, multi-faceted due diligence (financial and human capital) mitigated major risks.

Study 2: The Failure of Emotional Buying (The ‘Dream’ Cafe)

Element Description Outcome

Business

Buyer

Process

A highly-rated, trendy downtown cafe in a desirable location. Failure

A first-time business owner who loved the atmosphere and location. Key Takeaway

The buyer felt pressured and rushed the process, skipping the recommended Quality of Earnings review. They paid a high price based on the seller’s initial P&L figures. Post-closing, the buyer discovered two major issues: 1. The seller was paying a significant portion of staff “off the books,” leading to £1,500/month in unexpected payroll tax liabilities. 2. The prime lease was expiring in 12 months, and the landlord demanded a 75% rent increase, making the business unprofitable.

The hidden liabilities and unexpected rise in operating costs forced the buyer to close the cafe within 18 months, resulting in a total loss of investment. The failure to conduct thorough financial and operational due diligence (specifically on the lease terms and labour costs) proved fatal.

GUIDE TO LISTING

Welcome to the Guide to Listings, a comprehensive chapter of our Training Manual designed to equip EXP Commercial Business Brokers with the knowledge and best practices for creating compelling and effective business listings. This chapter will cover key aspects of transforming a signed client into a live, marketable business opportunity.

Here’s an overview of what this chapter will cover:

• Listings Overview: An introduction to what a listing entails and its importance.

• Top Tips for Successful Listings: Practical advice for effective listing creation.

• Pitfalls to Avoid: Recognising common mistakes that derail a listing and how to prevent them.

• Case Studies in Listing Success and Failure: Concrete examples to learn from.

• Introduction to Artificial Intelligence (AI) and Copyright Law: Understanding AI tools and legal considerations.

• Using AI to Create Text for Listings: Leveraging AI for descriptive content.

• Using AI to Create Images for Listings: Leveraging AI for visual content.

• Gathering Information for a Listing: How to collect all necessary data from the seller.

• Crafting a Compelling Advert: Techniques for writing engaging and informative business descriptions.

• Photography and Visuals: Best practices for showcasing the business through images and videos.

• Compliance and Legal Considerations: Ensuring all listings adhere to regulatory requirements.

• Marketing and Promotion Strategies: How to effectively promote new listings.

This guide is designed to help you create high-quality listings that attract the right buyers and ultimately lead to successful sales.

BUSINESS BROKER TRAINING

Listings Overview

Creating a successful listing is key to finding the right buyer for a business. By following best practices and writing an effective listing, you can ensure that you achieve the best possible outcome for the sale of a business. With the right listing, you can attract the ideal buyers and make the process of selling any business as smooth and successful as possible.

We hope that this guide will provide you with the knowledge and insights you need to create successful listings for all kinds of businesses. Good luck and happy listing!

Don’t forget! When listing a new business, remember to send all images, documents, and relevant information to Head Office so we can keep everything on file and ensure comprehensive record-keeping.

Top Tips for Successful Listings

Below you will find some key tips to help you create the best possible listings. We will delve into each of these points in more depth throughout this guide; this section is for quick reference.

• Start with a Compelling Headline: Make sure your headline is clear, concise, and immediately grabs the reader’s attention. It should be informative and provide a compelling overview of what the business is about.

• Provide a Comprehensive Business Overview: Include essential information such as the business’s location, size, industry, and its primary customer base. This sets the scene for potential buyers.

• Describe the Business’s Financials: Clearly present the business’s financial performance over the past few years, including key figures like revenue, profits, and expenses. Transparency here builds trust.

• Highlight Unique Features: Describe the business’s competitive advantages and what makes it truly stand out from the competition. What are its unique selling propositions (USPs)?

• Outline the Sale Process: Clearly articulate the steps involved in the sale process and explain how interested buyers can obtain more detailed information or proceed with an inquiry.

• Include High-Quality Photos and Videos: Utilise compelling visuals (photos and videos) to give potential buyers a much better idea of the business’s premises, operations, and atmosphere.

• Be Honest and Transparent: Always be honest and upfront about the business’s strengths and weaknesses. Building trust from the outset is crucial for a smooth transaction.

• Emphasise Growth Potential: Describe the potential growth opportunities for the business and how a new buyer can capitalise on these. What are the future prospects?

GUIDE TO LISTING

• Include Clear Contact Information: Make sure to include your contact information prominently so that potential buyers can easily reach you with questions or to express interest.

• Keep Your Listing Up-to-Date: Ensure that all information in your listing is accurate and current. Outdated information can lead to confusion and lost opportunities.

• Actively Market Your Listing: Don’t just list it and forget it. Actively promote your listing on social media and other relevant platforms to reach a wider, targeted audience.

• Consider Offering Incentives: Where appropriate and in agreement with the seller, consider offering incentives such as minor price adjustments or flexible payment plans to attract potential buyers and facilitate a quicker sale.

Pitfalls to Avoid: Common Listing Mistakes

Even the best businesses can fail to sell if the listing contains critical errors. Being aware of these common pitfalls will save you time and preserve seller trust.

Pitfall Description Negative Impact Best Practice Solution

Vague Financials

Poor/Misleading Photos

Using phrases like “good revenue” or “potential to earn six figures” without providing verifiable, accessible figures (e.g., normalised P&L, SDE).

Using low-resolution, dark, or staged photos that don’t accurately reflect the business premises. Using generic stock images instead of actual assets.

Over-Promising Growth

Breaching Confidentiality

Stating aggressive growth projections (e.g., “The buyer can triple the profit in 12 months!”) without providing a concrete, verifiable strategy.

Revealing the business name, exact location, or unique supplier relationships in the public advert before the buyer has signed a Non-Disclosure Agreement (NDA).

Under-Pricing/ Over-Pricing

Pricing the business too low (leaving money on the table) or too high (scaring away 90% of potential buyers).

Buyers assume the worst and will not sign an NDA for poor data. It signals a lack of preparation.

Leads to disappointment during viewings, wastes time, and can damage your credibility with serious buyers.

Buyers are skeptical of unrealistic promises. It suggests the current owner didn’t try to maximise the business’s potential.

Can damage the business’s reputation, alert competitors, and cause staff/supplier panic, potentially leading to a sale collapse.

Incorrect pricing leads to either a poor sale price or an extremely long, frustrating listing period.

Always present key figures clearly. State the Sellers Discretionary Earnings (SDE) or EBITDA. Provide a high-level summary of the last 3 years of performance.

Use high-quality, professional photography. Focus on the business’s assets, premises, and operational flow. If you use AI images, clearly state they are for illustration only.

Frame growth as opportunities. Back up opportunities with specific strategies (e.g., “Implementing an e-commerce platform could unlock in new revenue based on market analysis.”).

Use location descriptions like “Prime High Street Location in North London” or “Located in a highly sought-after industrial park.” Keep brand names and addresses private until NDA is signed.

Justify the asking price with a clear valuation. Reference industry multiples, asset value, and goodwill. If the price is aggressive, explain why (e.g., recent major investment).

Case Studies in Listing Success and Failure

Learning from past scenarios helps solidify best practices. These examples illustrate the difference between an effective and ineffective listing strategy.

Case Study A: The Successful, Transparent Service Business

Business: A profitable, ten-year-old IT Managed Services Provider (MSP). Initial Challenge: The owner was the primary salesperson, making buyers nervous about client retention. Listing Strategy:

1. Transparency in Transition: The listing immediately addressed the ownerdependence, emphasising that the sale included a comprehensive, 6-month transition and handover plan written into the contract.

2. Highlighting Systems: Instead of focusing on the owner, the description highlighted the robust, recurring revenue model (contracts renewed annually) and the automated, documented operational processes (system-dependent, not people-dependent).

3. Financial Clarity: The SDE was clearly stated and backed up by an independent broker’s valuation report (available post-NDA). Outcome: The listing attracted serious, qualified buyers who were impressed by the preparedness. Multiple offers were received within 8 weeks, leading to a quick sale at of the asking price.

Case Study B: The Confidentiality Collapse

Business: A successful, niche manufacturing company operating in a small, close-knit industry. Initial Challenge: The seller insisted on extreme confidentiality but provided poor assets. Listing Strategy (Failed):

1. Confidentiality Overkill: The broker used overly generic, low-quality stock photos and a vague description (“High-tech manufacturing firm, excellent profits”) to maintain secrecy.

2. No Differentiation: The advert sounded like dozens of other generic listings, failing to communicate the unique product niche or barrier to entry.

3. Ambiguous Location: The location was listed simply as “Midlands,” which was too broad for targeted buyers looking for specific regional logistics. Outcome: The listing received minimal inquiries, and the few that did come through were unqualified. Worse, a competitor correctly guessed the business based on the little information provided and started proactively offering discounted services to the seller’s clients, causing panic and leading to the listing being pulled entirely. Lesson: Confidentiality must be balanced with enough detail to qualify and attract the right buyer.

Introduction to Artificial Intelligence (AI) and Copyright Law

We have access to an Artificial Intelligence (AI) system that will, when prompted with questions, write content for us that we can use in our listings. This section of the manual will cover when we can use this system, why we need to use this system, and of course, how to use it effectively.

But first, a little bit about Copyright Law in the UK. Here is some helpful advice on the gov.uk website:

There’s a common misconception in the UK that for something to be copyrighted, it must display the symbol or be registered. This is incorrect. You don’t have to register your work, and you don’t have to display a on it if you create something that is yours. So, from a design point of view, any graphics that a designer creates automatically become theirs and are under their ownership, not yours or the people they’re doing it for. Obviously, we have contracts in place that mean we have ownership over the use of these things.

The same applies to photography. If somebody takes a picture, the person who takes the picture owns the copyright, not the company for whom it was taken. So, if you photograph a shop, the shop doesn’t own the copyrights for those images; you own the copyrights for those images. Again, in our contracts, it allows us to use them, but the copyright always rests with the person who created it.

Basically, you cannot use anything you haven’t created yourself (or have specific rights to use). This applies to text, descriptions, names, photographs, logos, or anything else. You cannot use it unless you have explicit permission.

Can I take wording from the business’s website to help with my listing?

We can use some wording from the business’s website, but it is much better if we take that wording and re-write it so it isn’t exactly the same as what’s on their website. Using identical content can negatively affect our SEO (Search Engine Optimisation), and both our website and the business’s website could end up being penalised as a result. See the next section for help on re-writing text using our AI tools.

Using AI to Create Text for Listings

What Makes a Good Listing?

A good description is paramount – but what exactly makes a good description? The description needs to portray the business in the best possible light. We need to sell what the business is, painting a vivid picture about its location, its achievements, why it’s a market leader, etc. On top of that, we have to really sell what the business could be. So, we’re showcasing the potential with the business and demonstrating what could be achieved under new ownership. It might not have peaked with the last owner, but it’s doing well all the same and can do even better by expanding into new markets. Everybody does this; our competitors all highlight future potential.

What we must do is create compelling reasons why this business should be bought. So, when people are reading our adverts, we’re truly selling why this business is a desirable acquisition. And one thing that people always neglect when they’re writing these sorts of adverts is keywords. We need to make sure that we use the relevant keywords.

What are Keywords?

Using keywords in your text will ensure that the advertisement is found by interested buyers. The internet is a very big place, and we need to bear in mind that people will be using certain words when they’re looking for specific types of businesses. Therefore, we need to incorporate those relevant words into our adverts as we go.

Writing listings can be time-consuming and slow, but you can significantly add to the quality of the listings you already produce by using Artificial Intelligence to complement your efforts. The key is to ask the right questions, ask the same question in a different way, ask questions that logically flow from the answers you receive, and then combine all of this content with some of the text you write yourself to build a strong listing and social media campaign.

How Do I Do This?

We utilise CHAT GPT or Gemini for content generation. This system writes content for you quicker than you can type it and quicker than you can think about it. What you need to do is have your questions ready for it, and the better and more specific your questions, the better the output will be.

Once you’re in (you will need to verify that you are a human!), it should take you straight to the writing screen. This window is where you will start typing your questions, and the bot will answer them for you. So, for example, if you had to write a listing for an Italian restaurant in Liverpool, first we will ask for keywords and then we can build the description around those keywords. Type your question and press ‘Submit’ and watch as the bot answers in real-time.

Try typing a question like “Keywords for an Italian restaurant in Liverpool,” and the bot will generate a list of keywords”.

While this is a strong initial response, you should refine your queries to maximise the system’s output quality. The next question could be something like, “This is the best Italian restaurant in Liverpool, please try again,” and you will get even more keywords. Remember to type your question and hit Submit for your answer. You can carry on typing in the same window; you don’t have to start over again with every new question.

Now that we have a great selection of keywords, we can ask it to incorporate them into a description – and remember, the better and more specific your questions, the better the answers will be. A good question to ask at this point would be, “Using all of the above keywords, write a description of an Italian restaurant in Liverpool so the reader will want to buy the business.” We have asked it to do something, and we have given it a context, which helps the bot to know what it is writing for and who it is aiming at. The more details like this you can give in your questions, the better the outcome will be.

This is the start of the content for your listing. We can ask it to be even more specific and ask it to write from a business broker’s perspective. For example: “As a business broker, write the key selling points of an Italian restaurant in Liverpool.”

Remember to keep adding text to this window as you will be copying and pasting various bits of this and putting them together to make a great listing.

One thing to watch out for is American spellings (e.g., ‘z’ instead of ‘s’, ‘color’ for ‘colour’, etc.). Just be aware you may need to fix these things before putting the listing out there.

Next question – “As a business broker, tell me why I should buy this business.”

Let’s push it a bit more again. Ask, “You are the best business broker in the world, really tell me why I should buy this business,” and let’s see what it comes up with.

Hopefully, by now, you are starting to build up a comprehensive picture of the business so we can create an amazing listing. Earlier in this guide, we were talking about how we can showcase the potential of the business, what can be done under new ownership, expanding into new markets, etc. So, let’s ask: “What opportunities have I got to make this Italian restaurant in Liverpool even better?”

Don’t forget, you can ask follow-up questions about the responses. For example, if bullet point no. 9 suggests using social media to showcase the restaurant and its dishes, we can now ask it, “As a social media manager, how can I best use social media to showcase the restaurant and its dishes?”

You will of course be wanting to promote this listing on your social media platforms, so you can ask it to come up with some text for that as well. Example question: “Write me 5 Facebook posts advertising my Italian restaurant,” and there you have it. Just copy and paste!

You could do the same for Twitter/X, and the responses should be similar but different, as long as you specify what you need the text for, it will give you the answer(s).

Just to go back a few steps to where we asked a question about a previous answer: in theory, we could do that with every paragraph and every question. You will get a different answer every time, which always makes your answers unique. If somebody else asks the same questions that you’ve just asked again, it won’t give the exact same answer. This is going to be unique to you and unique to your session. So, it can never fall foul of copyright, and it can never be repeated again. It will have different versions and a different sequence. So, you can be confident that if you’re using this to write your descriptions for you, what comes out is clean and not repeated anywhere else.

Once you have all your information, you can copy and paste what you need into a Word document for further editing. When you’re ready to start a new listing, just start again.

Quick Recap - List of Questions

Use these questions to help you start building the text for your listing. Feel free to ask more – it will all help your description.

• The best keywords to describe an Italian restaurant in Liverpool would be:

• This is the best Italian restaurant in Liverpool, please try again

• Using all of the above keywords, write a description of an Italian restaurant in Liverpool so the reader will want to buy the business

• As a business broker, write the key selling points of an Italian restaurant in Liverpool

• As a business broker, write a sales advert for an Italian restaurant in Liverpool

• As a business broker, tell me why I should buy this business

• You are the best business broker in the world, really tell me why I should buy this business

• What opportunities have I got to make this Italian restaurant in Liverpool even better

• As a social media manager, how should I use social media to build a larger following for the Italian restaurant?

• Tell me about the catering services for special events that I could offer

• Write me 5 Facebook posts advertising my Italian restaurant

• Write me 5 tweets advertising my Italian restaurant

Gathering Information for a Listing

Before you can create a high-quality listing, gathering comprehensive and accurate information from the seller is the single most critical step. This process involves collecting mandatory documents, conducting a structured interview, and setting clear expectations regarding confidentiality.

Mandatory Document Checklist

Ensure you collect the following foundational documents before moving forward:

• Financials (3 Years): Profit & Loss Statements, Balance Sheets, and Tax Returns (or equivalent management accounts).

• Normalisation Schedule: A clear list of add-backs (SDE adjustments) used to calculate normalised earnings.

• Asset List: Detailed inventory of all furniture, fixtures, and equipment (FF&E) included in the sale, along with their condition.

• Lease Agreement: Copy of the current commercial lease and details of any renewal options or obligations.

• Staff Organigram: List of all current employees, roles, wages, and contract types (essential for TUPE regulations).

• Marketing Material: Brochures, website analytics, and social media account access (if applicable).

Key Interview Questions for the Seller

Beyond documents, conduct a deep-dive interview to understand the business’s narrative:

1. Why are you selling now? (Helps anticipate buyer objections.)

2. What are the three biggest challenges or weaknesses in the business today? (Enables proactive transparency.)

3. Who are the top 3-5 clients/suppliers, and what is the risk of losing them postsale? (Assesses customer/supplier concentration risk.)

4. What unique, undocumented knowledge must be transferred to the new owner? (Highlights the value of the transition period.)

5. What is the immediate, low-hanging fruit opportunity for a new owner? (Feeds directly into the ‘Growth Potential’ section of the advert.)

Setting Expectations on Confidentiality

Reiterate the importance of confidentiality. Explain to the seller that:

• The Business Name/Location: Will not be revealed publicly.

• Financials: Detailed financials are only shared after a qualified buyer signs an NDA.

• Staff/Suppliers: They should not be informed until the transaction is near completion. Any breach of confidentiality can negatively impact the sale price and internal stability.

Using AI to Create Images for Listings

Sometimes we might not be able to get many good images of a business, or it may be a confidential or private sale. This AI tool is a great resource to use instead of generic stock images, which could end up being bought and used by anyone. Exactly like the text mentioned in the previous part of this chapter, these images are unique to you – if someone else put the same request in, the outcome would still be different.

Get Started!

Go to CHATGPT4 or Gemini

We are going to input a description of what image we want the software to generate, following the same principle as the text generator: the more specific we can be with our request, the better and more relevant the image should be.

So, for example, I added ‘fresh fruit display inside a greengrocers,’ then clicked ‘Generate,’

Click on each photo, and you get a number of options:

• Edit: Crop, erase, and add frames to the image.

• Variations: Generate variations on the original image. These are useful if you like the image given but it’s not quite right.

• Share: Publish your image.

• Save: Save to a collection.

You can also download the image from here and save it to the CRM.

AI Generated Images vs. Stock Images

Using stock images, and especially ones that can be downloaded for free, can negatively affect our SEO if they can be found elsewhere on other websites. This is a critical point when it comes to our aggregator sites. For example, Rightbiz won’t allow images to be uploaded if they already exist on other websites. If we tried to upload one of our adverts with a stock image, and there’s already a business on that site using the same stock image, our advert gets deactivated; it simply doesn’t allow it. So, the only way we can get unique images are to either take the photographs ourselves or use this software to generate something that nobody else will have.

This is so handy for when you haven’t got enough pictures of the exterior – or, for example, you’re inside a shop, and the shop is full of customers. Just ask it to produce images of something that maybe they sell, and it will really help to bulk out your listing. Aim to have between 6 and 8 images per listing, as listings with more photographs tend to receive more buyer enquiries.

CONFIDENTIALITY AGREEMENTS (NDAS/CAS)

Confidentiality Agreements (NDAs/CAs)

Confidentiality Agreements, often referred to as Non-Disclosure Agreements (NDAs) or Confidentiality Agreements (CAs), are fundamental legal instruments in business brokerage. They are critical for protecting sensitive information during the sale or acquisition process and are a cornerstone of ethical and professional conduct at EXP Commercial

1. The Importance of NDAs

NDAs serve as a vital safeguard for both sellers and EXP Commercial, ensuring that proprietary and sensitive business information remains protected during exploratory discussions with potential buyers.

1.1. Protecting Seller’s Proprietary Information

When a business is put up for sale, potential buyers will require access to a significant amount of confidential information to conduct their due diligence. This information can include:

• Financial Data: Detailed profit and loss statements, balance sheets, tax returns, cash flow projections, customer lists, supplier contracts, and debt schedules.

• Operational Details: Business processes, intellectual property (patents, trademarks, copyrights), trade secrets, technology, marketing strategies, employee information, and operational manuals.

• Strategic Insights: Future plans, market analysis, competitive advantages, and expansion strategies.

Without an NDA, disclosing such information could:

• Harm the Seller’s Business: Competitors (posing as buyers) could gain access to valuable trade secrets or strategies.

• Disrupt Operations: Employees, customers, or suppliers might become aware of a potential sale prematurely, leading to anxiety, defection, or renegotiation of terms.

• Undermine Sale Value: Public knowledge of a sale can weaken the seller’s negotiating position.

• Legal Ramifications: Unauthorised disclosure could lead to legal disputes or intellectual property theft.

1.2. Building Trust and Professionalism

The requirement of an NDA signals to both the buyer and the seller that EXP Commercial operates with the highest standards of professionalism and discretion. It establishes a clear framework for information exchange, fostering trust between all parties involved. Buyers understand that their access to sensitive data comes with a legal obligation to protect it, and sellers are reassured that their privacy is paramount.

1.3. Legal Recourse

In the event of a breach, an NDA provides a legal basis for the aggrieved party (typically the seller) to seek remedies, such as injunctions to prevent further disclosure or damages for losses incurred. While prevention is always better than cure, the existence of an NDA acts as a strong deterrent against misuse of information.

2. Drafting and Executing NDAs with Potential Buyers

The process of drafting and executing NDAs must be meticulous and consistent to ensure legal enforceability and clarity.

2.1. Standard EXP Commercial NDA Template

• Utilise Approved Templates: Always use the standard NDA template provided by EXP Commercial’s legal counsel. These templates are designed to be comprehensive, legally sound, and tailored to the nuances of business brokerage transactions.

• No Unauthorised Modifications: Do not make any modifications to the standard NDA template without explicit approval from EXP Commercial management and/or legal counsel. Any alterations could inadvertently weaken the agreement or introduce unintended liabilities.

• Key Provisions: Familiarise yourself with the standard clauses within our NDA, including:

o Definition of Confidential Information: What specific types of information are covered.

o Obligations of the Receiving Party: How the buyer must protect and use the information.

o Permitted Use: Information can only be used for the purpose of evaluating the potential acquisition.

o Exclusions: What information is not considered confidential (e.g., publicly available information).

o Term of Agreement: How long the confidentiality obligation lasts.

o Return or Destruction of Information: What happens to the confidential information if a deal does not proceed.

o Governing Law and Jurisdiction: Which laws apply in case of a dispute.

2.2. Execution Process

• Timing: An NDA must be signed by the potential buyer before any confidential information about the seller’s business is disclosed. This includes detailed financial summaries, specific business names, or any data beyond general industry information.

• Buyer Identification: Verify and record accurate and complete identification details for the potential buyer (individual name, legal entity, company name, and address). This is a mandatory step before disclosure.

• Review with Buyer: Briefly explain the purpose and key obligations of the NDA to the potential buyer. While you are not providing legal advice, a clear explanation helps ensure they understand their commitments.

• Signature: Obtain a legally binding signature from the authorised representative of the potential buyer (e.g., the individual themselves, or a director/officer if it’s a corporate entity). Digital signatures are acceptable if compliant with relevant e-signature laws.

• Record Keeping: File the fully executed NDA securely within EXP Commercial’s designated digital and/or physical records system. This is crucial for compliance and in case legal action is ever required. Ensure a copy is also provided to the seller for their records.

2.3. Handling Multiple NDAs

In cases where multiple buyers are interested, each potential buyer must sign a separate NDA. Maintain a clear record of which buyer has signed which NDA and what information has been shared with each.

2.4. Seller Confidentiality Obligations

Remind sellers that they also have confidentiality obligations, particularly regarding the identity of potential buyers and the details of the negotiations. A mutual NDA ensures protection of proprietary information exchanged from EXP Commercial to the seller and vice-versa.

3. Pitfalls and Case Study Examples

While NDAs are essential, improper handling can lead to significant issues. Awareness of common pitfalls and past scenarios helps ensure robust protection.

3.1. Common Pitfalls in NDA Management

Potential Issue Detailed Explanation Consequence/Impact

Vague Definition of “Confidential”

Insufficient Term Length

The NDA uses broad, unspecific language, making it difficult to prove which information was protected.

The confidentiality obligation expires too quickly (e.g., 6 months), especially for trade secrets or processes with longterm value.

Failure to Redact

Inadequate Signatory Authority

Over-sharing information that is not strictly necessary for due diligence (e.g., providing employee Social Security Numbers).

The NDA is signed by an employee or representative who does not have the legal authority to bind the corporate entity.

Difficulty in proving a breach in court.

Trade secrets becoming unprotected while still valuable.

EXP Mitigation Protocol

Use highly specific language to define data types (e.g., “customer list current as of Jan 1, 20XX,” “2024 P&L statements”).

Ensure the term is appropriate for the information’s useful life (often 2-5 years, or perpetual for trade secrets).

Increased data privacy risk, compliance penalties, and unnecessary liability exposure.

The NDA being legally unenforceable against the buying entity.

3.2. Case Study Examples of NDA Failures

Disclose information on a “need-to-know” basis and redact highly sensitive personal data not relevant to the valuation.

Confirm the signatory’s position (Director, Officer, Managing Member) and verify their authority on the company’s legal registry or with counsel.

• The Premature Leak: A potential buyer signs an NDA and is given a complete, un-redacted customer list. They decide not to proceed but later use the list to target key clients of the selling company. Outcome: Litigation ensues, forcing the seller to spend significant legal fees and temporarily losing business due to competitive action. Lesson: Control the disclosure sequence and only release highly sensitive lists at an advanced stage of negotiation.

• The Competitor Ploy: A competitor, disguising themselves as a private equity fund, gains access to the target company’s forward-looking business strategy and technology roadmap under an NDA. While they adhere strictly to not using the information for an acquisition, the NDA was silent on using the knowledge to inform their own strategy. Outcome: The competitor pivots their product development to pre-empt the seller’s future market moves. Lesson: Ensure the “Permitted Use” clause explicitly restricts using the information to inform or improve the receiving party’s competitive position.

4. Managing Confidential Information

Effective management of confidential information extends beyond just signing the NDA; it involves ongoing vigilance and adherence to strict protocols.

4.1.

Controlled Disclosure

• Need-to-Know Basis: Only disclose information that is strictly necessary for the buyer to evaluate the business. Avoid providing an entire data room upfront. Information should be released in stages as the buyer demonstrates serious interest and progresses through the evaluation process.

• Secure Data Room: Utilise EXP Commercial’s secure online data room platform (e.g., a dedicated virtual data room service, or a secure SharePoint site with restricted access) for sharing confidential documents. This allows for:

o Access Control: Granting and revoking access permissions easily.

o Tracking: Monitoring who has accessed which documents and when.

o Watermarking: Applying watermarks to documents to deter unauthorised copying or distribution.

o Version Control: Ensuring buyers are always viewing the most current version of documents.

• No Physical Copies (Unless Necessary): Discourage the distribution of physical copies of sensitive documents. If physical copies are absolutely necessary, ensure they are tracked and ideally returned or destroyed after evaluation.

4.2. Internal Confidentiality

• Team Awareness: Ensure all EXP Commercial team members involved in a transaction understand the importance of confidentiality and their obligations under the NDA.

• Secure Storage: All physical and digital confidential information must be stored securely, protected from unauthorised access. This includes using mandated corporate VDRs (Virtual Data Rooms), utilising encryption for digital files, and securing physical documents in locked cabinets.

• Secure Communication: Use secure channels for internal communication regarding confidential deal details (e.g., EXP Commercial’s internal Teams channels, encrypted email if necessary). Avoid discussing sensitive information in public places or over unsecured lines.

4.3. Post-Transaction Confidentiality

• Deal Not Proceeding: If a potential deal does not proceed, ensure that the buyer returns or destroys all confidential information as stipulated in the NDA. Follow up to confirm compliance.

• Completed Deal: Even after a deal closes, certain information may remain confidential. Adhere to any post-closing confidentiality clauses in the Sale and Purchase Agreement (SPA).

Conclusion

Confidentiality Agreements are more than just legal documents; they are a cornerstone of trust, professionalism, and risk management in business brokerage. By understanding their importance, diligently executing them, and rigorously managing confidential information, you uphold EXP Commercial’s reputation and protect the interests of our clients. Consistent and rigorous adherence to these protocols is not merely policy—it is a non-negotiable professional and legal requirement for every member of the EXP Commercial team.

GLOSSARY OF KEY TERMS AND ACRONYMS

This glossary provides definitions for important terms and acronyms used throughout the EXP Commercial training manual. Familiarity with these terms is essential for effective communication, understanding of business transfer processes, and valuation methodologies.

Core Terminology & Acronyms

Add-Backs: Discretionary or personal expenses an owner puts through a business that are not essential for its operation under new ownership, or one-off costs, which are added back to the profit figure for valuation purposes.

AML (Anti-Money Laundering) Checks: Financial scrutiny used to ensure businesses and individuals are not engaging in money laundering activities, involving identity verification and transaction review.

Amortisation: Similar to depreciation, but typically applies to intangible assets like patents or trademarks.

AOV (Average Order Value): The average monetary value of each order placed in an e-commerce business.

ARR (Annual Recurring Revenue): Key metric for subscription-based businesses, representing predictable revenue from subscriptions over a year.

Asset-Based Valuation: A valuation method employed when a business’s primary value lies in its tangible assets rather than its immediate profitability or turnover.

BADR (Business Asset Disposal Relief): Formerly Entrepreneurs’ Relief, this can significantly reduce Capital Gains Tax (CGT) on qualifying business assets upon sale.

Balance Sheet: A financial statement providing a snapshot of a company’s assets, liabilities, and equity at a specific point in time.

BBL (Bounce Back Loans): Covid-related loans that might appear under ‘other creditors’ on a balance sheet.

CAC (Customer Acquisition Cost): The cost associated with acquiring a new customer, especially relevant for e-commerce and SaaS businesses.

CAPEX (Capital Expenditure): Investment in tangible assets.

CGT (Capital Gains Tax): A tax on the profit when you sell (or ‘dispose of’) something that’s increased in value.

Churn Rate: The rate at which customers stop doing business with an entity, particularly relevant for SaaS businesses.

CLV (Customer Lifetime Value): The total revenue a business can reasonably expect from a single customer account throughout their business relationship.

Company Briefing Report: A document completed by the RBP to provide Head Office with necessary information for creating detailed brochures or Information Memorandums (IMs) for larger value clients.

CRM (Customer Relationship Management) System: A cornerstone of operations for EXP Commercial, mandatory for all Agents and Brokers to use from day one for lead management, calendar synchronisation, client management, listing management, and sales progression.

Depreciation: An accounting expense that accounts for the reduction in value of tangible assets (like equipment or vehicles) over their useful life. It is typically added back to profit for EBITDA calculation.

Due Diligence (DD): A thorough investigation process conducted by a potential buyer into a business before a transaction.

EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortisation):

A commonly used metric in business valuation, providing a clearer picture of a company’s operational profitability by stripping out non-cash and financing-related expenses.

EPC (Energy Performance Certificate): Generally required for freehold or leasehold business properties being sold, valid for 10 years.

EPOS (Electronic Point of Sale): A system for processing sales transactions.

Freehold: A type of property ownership where the owner has permanent and absolute tenure of land or property.

FRI (Full Repairing and Insuring) Lease: A type of lease where the tenant is typically responsible for maintaining and repairing the entire property, including the structure, and for insuring it.

GMV (Gross Merchandise Value): The total value of sales over a given period in an e-commerce business.

Goodwill (for valuation purposes): The value of a business’s brand, trade, database, social media presence, website, intellectual property, and client database, separate from its accounting definition.

HoT (Heads of Terms): A document outlining the main commercial terms agreed in principle between a buyer and seller before formal contracts are drawn up.

IM (Information Memorandum): A comprehensive document containing detailed financial and operational information about a business, produced by Head Office for qualified buyers.

IP (Intellectual Property): Rights relating to creations of the mind, such as inventions, literary and artistic works, designs, and symbols, names and images used in commerce.

Leasehold: A type of property ownership where a person owns the property for a fixed term but not the land it sits on.

Marketing Deposit: An upfront fee paid by the client upon signing their EXP Commercial contract, covering initial costs like advertising and administration.

MLRO (Money Laundering Reporting Officer): The designated individual to whom any suspicious activity related to money laundering should be reported within EXP Commercial

MRR (Monthly Recurring Revenue): Key metric for subscription-based businesses, representing predictable revenue from subscriptions over a month.

Multiple (Valuation Multiple): A specific factor (e.g., 1 to 5 times) by which a business’s normalised profit (like EBITDA) or turnover is multiplied to estimate its value.

NDA (Non-Disclosure Agreement): A legal contract that establishes a confidential relationship, typically signed by interested parties before receiving detailed information about a business.

Net Revenue Retention (NRR): Also known as Dollar-Based Net Expansion Rate (DBNER), a key metric for SaaS businesses measuring revenue growth from existing customers.

Operating Profit: The profit remaining after all standard operating deductions (rent, staff costs, rates) have been accounted for, often used as a key figure in valuation.

Owner-Dependent Businesses: Businesses where success relies heavily on the current owner’s personal relationships or unique skills, often resulting in lower valuation multiples.

Owner-Managed Businesses: Businesses where the owner is actively involved in daily operations, typically with limited employees and single locations.

PEP (Politically Exposed Person): Individuals who are or have been entrusted with prominent public functions, and their family members and close associates, requiring Enhanced Due Diligence (EDD).

PG (Personal Guarantee): A guarantee attached to a lease, meaning a change of personal guarantor will be required as part of a business sale.

P&L (Profit and Loss) Account: A financial statement summarizing the revenues, costs, and expenses incurred during a specific period, used to assess operational profitability.

Profit Multiple (Profits-Based Valuation): A valuation method that involves multiplying a business’s normalised profit by a specific factor (the ‘multiple’).

Recurring Revenue: Stable income streams due to contractual arrangements or high demand, which can command higher valuation multiples.

SaaS (Software as a Service) Businesses: Businesses that provide software on a subscription basis, with specific valuation metrics like MRR/ARR and churn rate.

SAV (Stock at Valuation): Refers to inventory assessed at the time of sale via a stocktake, typically purchased by the buyer in addition to the business sale price.

SDE (Seller’s Discretionary Earnings): A measure of a company’s cash flow available to a single owner-operator. Often used as a basis for valuation multiples in e-commerce and professional service firms.

Statutory Accounts: Official financial statements required to be filed by limited companies, providing a reliable and audited view of financial performance.

TUPE (Transfer of Undertakings (Protection of Employment) Regulations): UK regulations protecting employees’ rights when a business or part of it transfers to a new owner.

Walk Away Test: A test applied in profit-based valuation: if a business can continue profitably if the owner leaves, multiples can increase.

Working Capital: A measure of a company’s short-term financial health, calculated as current assets minus current liabilities. It is typically a target amount agreed upon during a sale to ensure the buyer can run the business immediately after completion.

Warranties and Indemnities: Contractual promises made by the seller to the buyer, providing financial protection for specific known or unknown risks that may arise postcompletion. Warranties cover general issues; Indemnities cover specific, agreed-upon risks (e.g., potential tax liabilities).

Common Pitfalls in Business Transfer

Understanding these potential issues is crucial for RBPs to manage client expectations and mitigate risks during the sale process.

Pitfall Description

Owner Dependency

Unrealistic Valuation

The business relies heavily on the current owner’s personal relationships, unique skills, or presence for its operations and revenue.

The seller sets a price based on emotional attachment or subjective metrics rather than current market comparables and normalised profit (EBITDA/SDE).

Poor Financial Hygiene

Lease Complications

Financial records are incomplete, inconsistent, or lack ‘add-backs’ documentation, making due diligence difficult.

The commercial property lease is nearing expiration, contains onerous terms (e.g., poor break clauses), or the landlord is non-responsive during the transfer process.

Undisclosed Liabilities

Hidden debts, ongoing legal disputes, or outstanding tax issues are revealed during the Due Diligence process.

Impact on Sale Mitigation Strategy

Lowers the valuation multiple and deters experienced buyers looking for scalable systems.

Leads to a long time on the market, buyer fatigue, and ultimately necessitates a price reduction, damaging credibility.

Causes suspicion during DD, leads to significant delays, and often results in the buyer adjusting their offer downwards or walking away.

The sale collapses if a satisfactory lease cannot be assigned or a new one negotiated. Buyer financing can be denied without a secure lease.

Guaranteed deal failure. Buyers lose all trust and are not obligated to honor the HoT.

Implement formal systems, train key staff, and document processes (SOPs) well in advance of the sale.

Use a professional, evidenced-based valuation method (like the Profit Multiple) and manage seller expectations early.

Ensure 3-5 years of clean, statutory accounts are available and all add-backs are rigorously documented and justifiable.

Initiate contact with the landlord early. Review lease terms and seek professional advice on assignment procedures.

Demand full disclosure from the client upfront. Use seller warranties and indemnities in the legal contract to protect the buyer.

llustrative Case Studies

Case Study 1: The Successful E-commerce Exit (High Multiple Achieved)

Business: ‘Tech-Stack Solutions,’ an e-commerce company selling proprietary software tools on a subscription basis (SaaS hybrid). Annual Revenue: £1.2M SDE (Seller’s Discretionary Earnings): £350k Key Strengths: High NRR (Net Revenue Retention) of 120%, low Churn Rate (3%), minimal owner involvement (passed the ‘Walk Away Test’), strong IP, and documented SOPs for all operations (marketing, fulfillment, customer support). Valuation: Based on the strong Recurring Revenue and low dependency, the business commanded a high profit multiple of 4.5x SDE Outcome: The RBP used the EXP Corporate package, targeting a strategic buyer who valued the recurring revenue model. Due Diligence was swift due to immaculate financial records. The sale completed within 6 months at a premium to the initial valuation, demonstrating the value of a systemised, non-owner-dependent business.

Case Study 2: The Failed Manufacturing Transfer (Pitfalls Encountered)

Business: ‘Precision Components Ltd,’ a small manufacturing business with a strong local client base. Annual Revenue: £650k EBITDA (Normalised): £100k Pitfalls:

1. Unrealistic Price: The owner insisted on a valuation of £450k (4.5x EBITDA), citing ‘potential’ rather than current performance.

2. Owner Dependency: All key client relationships and machine maintenance knowledge resided solely with the owner.

3. Lease Issue: The lease for the workshop had only 18 months remaining, and the landlord was unwilling to grant an extension to the buyer until a survey was conducted (which the seller refused to pay for). Outcome: Despite generating multiple Teaser Document inquiries, all three serious buyers pulled out during the Due Diligence phase. Two walked away due to the lease uncertainty, and the third was deterred by the owner’s inability to provide a transition plan that didn’t involve him working for free for a year. The business was eventually withdrawn from the market. The Broker was able to demonstrate to the owner that the pitfalls, not the process, caused the failure

ELEVATE YOUR COLLABORATION:

Using Microsoft Teams, SharePoint, and OneDrive with Agilis Advisory

Introduction

In this comprehensive guide, we will delve into the powerful trio of collaboration tools that are integral to the Agilis Advisory ecosystem: Microsoft Teams, SharePoint, and OneDrive. As technology continues to advance and remote work becomes increasingly prevalent, the ability to collaborate efficiently and effortlessly has never been more critical.

Teams, SharePoint, and OneDrive, all seamlessly integrated components of the Microsoft 365 suite, offer a unified platform for effective teamwork, robust document management, and secure file sharing. Whether you are a seasoned professional or just beginning your journey into digital collaboration, this chapter will equip you with the essential knowledge and skills to harness the full potential of these interconnected tools.

Discover how Teams can revolutionize the way you communicate and collaborate with your colleagues, effortlessly breaking down barriers of distance and time zones. Learn how SharePoint can centralize your team’s content and streamline document management, making it easy to access and collaborate on files from anywhere, at any time. Uncover the power of OneDrive as your personal cloud storage solution, ensuring that your important files are always within reach and securely backed up.

Within this guide, we will walk you through the fundamental features and best practices of Teams, SharePoint, and OneDrive, empowering you to cultivate a dynamic and efficient collaborative environment within Agilis Advisory. Let’s embark on this journey together to unlock the full potential of these tools and transform the way you work!

Key Collaboration Topics:

• Changing Your Background in Teams

• Accessing Important Documents (Including OneDrive)

• Guide to Using SharePoint

How to Change Your Background in Teams

Customize your meeting experience by changing your background in Microsoft Teams. Agilis Advisory has provided a custom background for your use.

Changing Your Background When Not in a Meeting:

1. Open Teams: Launch the Microsoft Teams application.

2. Start a Meeting: Navigate to “Calendar,” click “Meet Now,” and then select “Start Meeting.”

3. Enable Camera: Ensure your camera is turned on.

4. Select Effects: In the meeting preview window, click on “Effects and Avatars.”

5. Add New Background: To add our custom background, click “More Video Effects,” and then select “Add New” (located at the top center of the Video Effects panel).

6. Upload Background: Browse to where you have saved the Agilis Advisory background file (you may want to save it to your desktop first) and click “Open.” The background will now be available for your next meeting.

Get the Agilis Advisory background here (Note: Replace this with the actual link to the background image if available).

Changing Your Background During a Meeting:

1. Access More Options: While in a meeting, click on the “...” (More actions) icon at the top of your screen.

2. Select Effects: Go to “Effects and Avatars.”

3. Choose Background: The same Video Effects panel will appear on the right side. Select your desired background or effect, and then click “Apply.” You can also follow the steps above to add the Agilis Advisory background if you haven’t already.

Accessing Important Documents

Agilis Advisory leverages robust platforms to centralize important documents, news updates, and communication channels.

Our Intranet has been live for a month, providing a single source for all Regional and Area Business Partners to access critical information. You can access it by clicking the link or by entering the following URL into your web browser: https://themonkeygroup.sharepoint.com/sites/BusinessMonkey (Note: This URL still references “ themonkeygroup.sharepoint.com/sites/BusinessMonkey ”. This may need to be updated with the correct Agilis Advisory SharePoint URL for full consistency. Please update this in your actual document.)

Click here to access the Intranet (Note: You would embed the link here)

This Intranet serves as your primary hub for essential documents, including the latest weekly meeting recordings and training sessions. From here, you can access the “Bible,” which contains detailed information about our procedures. The “Bible” is password protected, with the same password for the entire group.

Training Manuals and Operations Manuals are protected at the IP level. You will gain access to these specific sections only after Head Office has registered your IP address. If you haven’t been granted access to this part of the “Bible,” please send us your IP address.

To check your IP address, simply type “What’s my IP” into your web browser, and you will receive a sequence of numbers.

Using OneDrive for File Management

OneDrive, distinct from SharePoint, serves as your personal cloud storage, primarily used for creating an online backup of your individual files. Most likely, you save your files in OneDrive, which is part of your Microsoft subscription.

Microsoft OneDrive is a cloud service that seamlessly connects you to all your data files. It enables you to securely share, protect, synchronize, and store files with others, providing easy access from any device, anywhere. Unless you explicitly share files with others, OneDrive ensures all your documents remain protected and threat-free.

How to Upload Files to OneDrive:

1. Open OneDrive: Open your web browser and navigate to the OneDrive website.

2. Sign In: Sign in with your Agilis Advisory Microsoft account credentials.

3. Upload Files/Folders:

o Files: Once logged in, click the “Upload” button or simply drag and drop files directly into the OneDrive window.

o Folders: To upload an entire folder, click the “New” button, select “Folder,” name it, and then click “Create.” Open the newly created folder and use the “Upload” button or drag and drop files into it.

Organizing Files and Folders:

• To create subfolders within an existing folder, right-click on the parent folder and choose “New Folder.” Name the subfolder as needed.

Sharing Files and Folders:

1. Select & Share: Right-click on the file or folder you wish to share and select “Share.”

2. Add Recipients: Enter the email addresses or names of the individuals you want to share with in the “Invite people” field.

3. Set Permissions: Choose the appropriate permissions for the recipients (e.g., “Can edit” or “Can view”).

4. Add Message (Optional): You can add a personalized message to accompany the sharing invitation.

5. Send: Click “Send” to share the file or folder with the selected users.

Managing Sharing Settings:

• To modify existing sharing settings, right-click on the file or folder and select “Manage access.” From here, you can add or remove people, change their permissions, or disable sharing entirely.

• You can also create links to share files or folders with people who do not have OneDrive accounts.

For support in accessing or using OneDrive, you can submit a ticket to the IT help desk at:

• https://itdimensions.freshdesk.com/support/home

• https://itdimensions.freshdesk.com/support/login

Alternatively, contact the Head Office directly for assistance.

Guide to Using SharePoint

Agilis Advisory utilizes Microsoft SharePoint as a secure and versatile platform for creating internal websites, storing, organizing, sharing, and accessing information from any device. All you need is a standard web browser such as Microsoft Edge, Chrome, or Firefox.

SharePoint is a browser-based application that you connect to via your web browser:

1. Go to office.com and sign in with your work account.

2. In the upper left corner of the window, select the app launcher (a grid of nine dots).

3. Navigate to All apps > SharePoint

Tip: If you don’t see the SharePoint app under “All apps,” use the Search box near the top of the window to search for “SharePoint.”

Discovering Information in SharePoint

To find specific information within SharePoint, use the search box located in the middle of the title bar at the top of the page. Simply type your query into the “Search in SharePoint” box.

You can then filter your search results by type, such as Files, Sites, People, or News.

Staying Updated with News

The SharePoint start page is your personalized hub for finding sites, reading news, and looking up content. The right pane provides easy access to relevant content organized into the following groupings:

· News from sites: Highlights updates from sites you follow or frequently visit.

· Frequent sites: Displays sites you visit often and your recent activity on them.

· Suggested sites: Appears based on your search history and Agilis Advisory’s recommendations.

Collaborating in SharePoint

SharePoint streamlines collaboration, particularly when opening documents from a document library:

1. Go to a SharePoint site.

2. Open the document library (usually named “Documents”).

3. Select the desired document.

4. Choose one of the following options:

o Open > Open in browser: To view and edit the document directly in your web browser.

o Open > Open in app: If you have the desktop application installed, select this to open and work on the file using your local desktop app.

o Open in Immersive Reader: Have the document read aloud to you.

Sharing a Document

Sharing documents securely is a core feature of SharePoint:

1. Select the document you wish to share.

2. Click “Share.”

3. You have three primary sharing options:

o Specific People: Type the names or email addresses of the people you want to share the document with. Optionally, add a message. When ready, click “Send.”

o Copy Link: Select “Copy Link” to generate a direct shareable link to the file. This link can be easily shared via email or instant message.

o Outlook Integration: Choose “Outlook” to open Outlook on the web and automatically insert a link to the file into a new email message.

Work from Anywhere with Agilis Advisory

If you have a Microsoft 365 subscription that includes SharePoint Online, you can seamlessly access information on sites, collaborate with colleagues, access shared documents, and stay connected with your work using your mobile device.

To learn more, visit: https://support.microsoft.com/en-GB/sharepoint

eXp_Commercial_Broker Training_Final

BUSINESS BROKER TRAINING

CONTENTS

WELCOME

INDUCTION TRAINING MODULES: Master the Core Business Sale Cycle.

MODULE 1 The Basic Business Transfer Process

MODULE 2 Valuation Methodology

1. Profits-Based Valuation (Profit Multiple)

EBITDA (Earnings Before Interest, Taxes, Depreciation

2. Turnover-Based Valuation

3. Asset-Based Valuation

When to Use:

4. Market Valuation

MODULE 3

The Valuation Meeting and Consultation

2.

Asking Key Questions:

3. Assessment of Financials

4. Fees and Packages

5. EXP Commercial Differentiators

6. Updating the CRM

7. Three-Weekly Client Calls

8. Management of Expectations

MODULE 4 Accounts and Leases

1. Types of Company Structures

2. Understanding Financial Statements

2. Understanding Financial Statements

3. Types of Leases

MODULE 5 Listings and Sale Process

1. Required Documentation for Listing

2. Marketing and Advertising

3. Managing Buyer Enquiries

4. Dealing with Offers

5. The Sale Process Post-Offer and Role of Solicitors

6. Basic Taxation Overview and the Role of Accountants

7. Common Pitfalls and Deal Breakers

Pitfalls of the Buyer:

MODULE 6 Business Development

1. Networking Groups & Events

2. LinkedIn and Social Media

3. Gaining Referrals from Clients and Their Advisers

4. Reworking Database / Old Leads

GUIDE TO APPOINTMENTS

Purpose of This Chapter

Appointments - How They Are Created

Self-Generated Appointments

Appointments Generated by EXP Commercial

Research & Preparation

The Value of Pre-Appointment Research

The 5 W’s for Preparation

Practise and Rehearse

Case Studies and Real-World Scenarios

Case Study 2: Overcoming the “Spouse Objection” (Securing the Commitment)

The Appointment - Part 1: Introduction and Value Creation

Formal Introduction and Value Creation

Emphasizing Your Role and EXP Commercial’s Reach

Highlighting Our Competitive Advantages

Common Pitfalls for Business Partners

2. Discounting Too Early (The “Time Pressure” Tactic)

3. Working Out of Sequence

4. Relying on Single-Channel Follow-up

5. Prejudging the Lead or Client

GUIDE TO VALUATIONS

Valuations Overview

Ways to Value a Business

Other Crucial Influencing Factors

Factor Influence on Valuation

Key Considerations:

Item to Add Back Rationale

The “Walk Away Test”:

Case Study 2: The High-End Restaurant Startup

Case Study 3: The Struggling Retail Chain

Making the Most of Phone Valuations

GUIDE TO BUYING

COMMON PITFALLS IN BUSINESS ACQUISITION

CASE STUDIES IN ACQUISITION

Case

GUIDE TO LISTING

BUSINESS BROKER TRAINING

Listings Overview