Avail Medical Europe Ltd IM

Avail Medical Europe Limited 162560 | Informaion Memorandum A leading distributor of Electrosurgical Units, Accessories and Disposables

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Avail Medical Europe Limited | Information Memorandum

Contents 4 Executive Summary 6 History & Ownership 7 Service Offering 8 Clients & Marketing 9 Location & Facilities 10 Growth Opportunities 12 Financial Information 14 Glossary 15 Disclaimer

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Avail Medical Europe Limited | Information Memorandum

Executive Summary

OVERVIEW

SERVICES

1.1. Avail Medical Europe Limited is a specialist distributor of electrosurgical equipment and complementary accessories. 1.2. Hereafter, Avail Medical Europe Limited will be referred to as ‘Avail Medical’ or ‘the Company’. 1.3. Having built up the business over the course of 27 years, our Client is now offering the Company for sale to facilitate his plans for retirement.

1.7. Avail Medical supplies electrosurgical equipment and related accessories, such as bipolar forceps and active electrodes. 1.8. The Company holds an extensive supply within its office/warehouse premises, sending them with next-day delivery.

CLIENTS AND MARKETING

1.9. Avail Medical currently works with 150 active clients, all of whom provide reliable, repeat business, and benefits from several strong, long-standing relationships, some of which span over 25 years. 1.10. The Company supplies a wide range of NHS and private hospitals and clinics, all of whom order on a regular basis. 1.11. As Avail Medical benefits from a large amount of repeat custom, there are currently no active forms of marketing in place, providing scope for growth by an acquirer.

HISTORY AND OWNERSHIP

1.4. Avail Medical was founded in 1995 and commenced trading, quickly establishing itself within its sector and building up relationships with new clients.

1.5. All of the Company’s shares are held by Michael Darrah, the Director/CEO.

1.6. Following the completion of the sale, our Client has indicated that he would be willing to provide a handover period, if required.

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Avail Medical Europe Limited | Information Memorandum

MANAGEMENT AND WORKFORCE

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1.12. Avail Medical is currently managed by Michael Darrah, the Director/CEO, with support from an experienced and dedicated Office/Accounts Manager who has worked for the Company for five years.

LOCATION

1.13. Avail Medical operates from premises based in Westgate, County Durham, which are fully owned by the Company. The 1,000 sq ft premises are used as office and warehouse space. 1.14. Our Client has advised that the Company is not reliant on its current premises and could be relocated to alternative, larger premises to facilitate further expansion. 1.15. Having gained a strong reputation since its inception, Avail Medical is ideally positioned for an acquirer to capitalise on its offering and generate further growth. 1.16. The acquisition of the Company presents an ideal expansion opportunity for operators within the medical equipment sector who are seeking to increase their market share in the UK, or buyers within synergy sectors who may wish to diversify upon their existing offering. 1.17. Further sales and marketing activity, including the recruitment of dedicated sales staff and use of online advertising, would enable the Company to reach a larger number of potential clients. GROWTH OPPORTUNITIES

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Avail Medical Europe Limited | Information Memorandum

History & Ownership

OVERVIEW

2.1. A timeline outlining key milestones in the Company’s history can be viewed to the right.

2.2. Presently, all of the Company’s shares are held by Michael Darrah, the Director/CEO.

2.3. Our Client is offering Avail Medical for sale to facilitate his plans for retirement.

2.4. Following the completion of the sale, the Director/CEO has advised that he would be willing to provide a mutually agreeable handover period to ensure the continued smooth running of the business throughout the transition, if required by the buyer.

YEAR EVENTS 1995

Avail Medical was formed by our Client.

1996 The Company achieved its first £100,000 in turnover, the sales were a mix of products, including fibre optics and electrosurgery products, as well as Advance Medical Designs. 1998 Avail Medical secured the agencies of Bovie and Buffalo Filter. 2000 The Company secured the agency for Megadyne. 2009 Avail Medical achieved sales of £1 million. 2012 Buffalo Filter and Advance took their business elsewhere. 2013 Megadyne began selling direct in the UK. 2014 The Company relocated to North East England. 2016 Avail Medical purchased its current office premises. 2018 The Company was awarded a national contract for a leading private hospital provider. 2019 Avail Medical secured a second national contract for another private hospital. 2020 All visits to hospitals for marketing purposes were ceased due to Covid-19.

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Avail Medical Europe Limited | Information Memorandum

Service Offering

3 OVERVIEW

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3.1. Avail Medical is a leading supplier of electrosurgical equipment and related accessories, including bipolar forceps and active electrodes. 3.2. Working closely with its clients, the Company enables businesses to rationalise their product ranges, also offering advice for product changes and improvements. 3.3. Avail Medical strives to exceed its clients’ expectations, delivering exceptional customer care and unparalleled attention to detail at all times. 3.4. All equipment and services provided by the Company are complemented by exceptional aftersales support, which has ensured the maintenance of strong relationships and ongoing repeat custom. 3.5. Avail Medical offers a focused selection of carefully selected products, providing clients with a pre-qualified range of effective products suited to the requirements of their business. 3.6. Utilising a comprehensive network of suppliers, the Company secures high-quality products at cost-effective pricing, enabling it to pass savings on to its clients and further strengthening its position in the market. 3.7. Avail Medical holds a high volume of stock on-site at all times, enabling it to supply clients with the equipment that they require as efficiently as possible to optimise profitability.

3.8. Equipment is distributed with next-day delivery, ensuring small lead times for all clients.

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Avail Medical Europe Limited | Information Memorandum

Clients & Marketing

OVERVIEW

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4.1. Avail Medical currently works with approximately 150 active clients, all of whom provide reliable, repeat business on an ongoing basis. 4.2. By providing a consistently high standard of service, the Company has ensured the longevity of its relationships with clients, with several key relationships spanning over 25 years. 4.3. All clients are NHS and private hospitals and clinics, with some ordering once a year or once, twice or more each week.

ANNUAL SALES (£)

LENGTH OF RELATIONSHIP

CLIENT PRODUCTS PURCHASED

A

Disposable bipolar forceps

£160,000

25 years

B

Disposable bipolar forceps

£50,000

25 years

4.4. Avail Medical’s key five clients are outlined in the table to the right.

C

Smoke evacuation pencils

£40,000

10 years

4.5. The Company experiences organic growth through its strong relationships with existing clients and word-of-mouth referrals. 4.6. Avail Medical has a website, that will soon be updated, which provides information about its product offering and contact information. This can be viewed at the following address:

D

Disposable forceps

£15,000

22 years

E

Disposable forceps

£14,000

22 years

WWW.AVAILMEDICAL.CO.UK

4.7. In addition to its website, the Company’s marketing efforts include postal mailings and attending trade shows/exhibitions.

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Avail Medical Europe Limited | Information Memorandum

Location & Facilities

OVERVIEW

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5.1. Avail Medical operates from freehold premises based in Westgate, County Durham.

5.2. Situated in a prominent trading and residential area, the premises are located within a short travelling distance of key transport links across the region, including the A68. It is an hour away from the cities of Newcastle and Durham.

5.3. The premises can be found at the following address:

Black Oak House 1 Front Street Westgate in Weardale County Durham DL13 1JL

5.4. The premises are fully owned by the Company our Client has indicated that he is flexible with regard to the inclusion of the premises on a leasehold or freehold basis. 5.5. Providing approximately 1,000 sq ft of operational space, the premises feature dedicated office and warehouse spaces. 5.6. As Avail Medical has no reliance on its current site, there is potential for the business to be relocated to larger premises, which could facilitate further expansion of the business.

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Avail Medical Europe Limited | Information Memorandum

Growth Opportunities

OVERVIEW

MARKETING

6.1. Having established an excellent reputation within its sector and built up strong relationships with prestigious health clients, the Company has become a leading supplier within the UK.

6.5. Having experienced organic growth since its foundation with minimal reliance on proactive sales and marketing activity, there is considerable scope for Avail Medical to focus on these areas of its operations to achieve additional expansion. 6.6. The recruitment of a dedicated Business Development Manager could enable the Company to identify and approach potential clients in key operational sectors, facilitating a more structured, integrated and invested approach to client onboarding. 6.7. Employing additional dedicated sales and marketing staff could allow for more proactive targeting to be carried out. An acquirer with an in-house sales team would be able to capitalise on this immediately to generate further sales. 6.8. Upgrading the Company’s website with search engine optimisation and pay-per-click advertising could enable it to reach an increased number of potential clients and generate an additional stream of new enquiries. 6.9. Avail Medical could further promote its services through the placement of advertisements in prominent industry and local publications, online advertising and direct email marketing.

BUSINESS DEVELOPMENT

6.2. As a well-established business, the acquisition of the Company provides an ideal opportunity for other organisations within the sector to integrate its range of products and services into their existing portfolio whilst growing their market share and enhancing their client base. 6.3. Buyers operating within synergy sectors could benefit from the acquisition of Avail Medical, as they could diversify upon their existing offering and upsell additional services.

RECRUITMENT

6.4. The recruitment of additional, experienced staff would enable the Company to undertake an increased volume of work without compromising on its consistently high standard of service.

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Avail Medical Europe Limited | Information Memorandum

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Avail Medical Europe Limited | Information Memorandum

Financial Information

7 PROFIT AND LOSS

7.1. The below table details the Company’s profit and loss account.

PROFIT AND LOSS (£)

YE19 Statutory

YE20 Statutory

YE21 Statutory

YE22 Projected

Turnover

344,032

306,932

365,782

404,678

Other Operating Income

-

14,607

-

53

Cost of Sales

(126,486)

(104,294)

(140,458)

(141,824)

Gross Profit

217,546

202,638

225,324

262,854

Gross Profit Margin

63%

66%

62%

65%

Administrative Expenses

(197,352)

(217,691)

(230,610)

(167,081)

EBIT

20,194

(15,053)

(5,286)

95,773

Depreciation

8,822

6,877

8,897

9,657

EBITDA

29,016

(8,176)

3,611

105,430

Loans Written Off

-

25,053

-

-

Director's Salary

88,333

99,578

125,659

48,483

Adjusted EBITDA

117,349

116,455

129,270

153,913

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Avail Medical Europe Limited | Information Memorandum

BALANCE SHEET

7.2. The below table details the Company’s balance sheet.

BALANCE SHEET (£)

31.12.19

31.12.20

31.12.21

31.12.22

Fixed Assets Tangible Assets

69,816

62,939

79,151

69,985

Current Assets Stocks

97,766

100,977

81,072

83,691

Debtors

53,926

27,841

46,268

44,065

Cash at bank and in hand

1,024

22,521

4,314

34,021

Creditors: Amounts falling due within one year

(66,288)

(44,241)

(42,719)

(51,374)

Net Current Assets

86,428

107,098

88,935

110,403

Creditors: Amounts falling due after one year

(21,560)

(43,720)

(56,030)

(26,101)

Net Assets

134,684

126,317

112,056

154,287

Capital and Reserves Share Capital

1,000

1,000

1,000

1,000

Profit and Loss Account

133,684

125,317

111,056

153,287

Shareholder Funds

134,684

126,317

112,056

154,287

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Avail Medical Europe Limited | Information Memorandum

Glossary

Abbreviation

Definition

Avail Medical / the Company

Avail Medical Europe Limited

PPC

Pay-per-click

SEO

Search engine optimisation

YE

Financial year ending 31st December

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Avail Medical Europe Limited | Information Memorandum

Disclaimer This Information Memorandum (“the Document”) is provided solely for use by the recipients in considering their interest in acquiring the Company, either wholly or in part. This Document is not a prospectus and does not constitute or form any part of any offer or invitation to subscribe for, underwrite or purchase securities, nor shall it or any part of it form the basis or be relied upon in any way in connection with any contract relating to any securities. The sole purpose of this Document is to assist the recipient in deciding whether it wishes to proceed with a further investigation of the Company. It is not intended to form the basis of any investment decision or decision to purchase the Company. The information contained in this Document is selective and is subject to updating, expansion, revision and amendment. It does not purport to contain all the information that recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which may become apparent. Recipients should conduct their own investigation and analysis of the Company and of the information contained in this Document, and are advised to seek their own professional advice on the legal, financial, taxation and other consequences of providing funding to the Company. This Document includes certain statements, estimates and projections with respect to the anticipated future performance of the Company and as to the market for the Company’s products. Such statements, estimates and projections reflect various assumptions made by the Management of the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representation is made as to the accuracy, reasonableness or completeness of such statements, estimates and projections. Knightsbridge Business Sales Limited (“KBS”) has not independently verified any of the information contained or opinions expressed herein. Neither the Company, nor KBS, nor affiliated partnerships or bodies corporate, nor the directors, shareholders, managers, partners, employees or agents of any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Document. All such parties and entities expressly disclaim any and all liability for, or based on or relating to any such information contained in, or errors in or omissions from, this Document or based on or relating to the recipients’ use of the Document. This Document is confidential being for use only by the persons to whom it is issued and who have signed the required form of confidentiality agreement. Accordingly, the contents of this Document, including the Personal Data (as defined in UK data protection legislation, being the Data Protection Act 2018, General Data Protection Regulation 2016/679, the Privacy and Electronic Communication (EC Direction Regulations 2003) and any replacement legislation coming into force from time to time, together with any codes of practice or other guidance issued by any competent regulatory authority) herein, and any other information, Personal Data or opinions subsequently supplied or given in

connection with the proposed sale will constitute information pertaining to the Company (“Confidential Information”) and may not be published, reproduced, copied or disclosed to any person other than the professional advisers to the recipient of this Document having a need to know and who are aware that it is confidential, nor used for any purpose other than in connection with the proposed acquisition. Notwithstanding any other provision or obligation in this Document, the signed confidentiality agreement shall apply in all respects to the Confidential Information and in the event of a conflict between the signed confidentiality agreement and this Legal Note the confidentiality agreement shall prevail. In the event that the recipient does not continue with his interest in the Company, this Document must be returned to KBS. The recipient will keep the Confidential Information supplied or given to it or its agents or advisers in connection with the proposed sale safe and secure so as to prevent any unauthorised person having access to it, and the recipient agrees that the information is proprietary to the Company and it has no rights to it except as set out in this notice. Neither the receipt of this Document by any person nor any information contained in it or supplied with it or subsequently communicated to any person in connection with the proposed funding of the Company constitutes, or is to be taken as constituting, the giving of investment advice by KBS to any such person. Recipients of this Document shall not be deemed to be clients of KBS and KBS shall accordingly not be responsible to such recipients for providing the protections afforded to clients of KBS or for providing advice in relation to any transaction or arrangement referred to herein. Each such person should make its own independent assessment of the merits or otherwise of acquiring the Company and should take its own professional advice.

take, they should consult an advisor authorised under FSMA specialising in advising on investments of the kind set out in this document.

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons in possession of this document should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. No shares or other securities of the Company have been or will be registered or otherwise qualified for sale or resale under Federal or State laws in the United States of America or Canada. Neither the US Securities and Exchange Commission nor the Securities Commission of any State of the United States has approved or disapproved the shares of the Company or passed on the accuracy or adequacy of this Document. Each recipient doing business in or organised under the laws of the United States of America or in areas subject to its jurisdiction represents that it is an institutional investor, expressing an interest for its own account and agreed not to purchase, distribute or sell any of the Company¹s securities or any interest therein except in compliance with the above laws. The Shareholders expressly reserves the right to alter or terminate the process and to accept or reject any preliminary or final offers at any time, in either case, without giving reasons therefore. In furnishing the Document, the shareholders undertake no obligation to provide any additional information or to update this Document or to correct any inaccuracies in this Document which may become apparent. In no circumstances may recipients or their officers, employees, agents and professional advisers make contact with the Management, employees, clients, agents or suppliers of the Company until permission to do so is given in writing by KBS. CONTACT DETAILS For further information regarding this opportunity, or to arrange a meeting, please contact a member of our team below: KNIGHTSBRIDGE TEAM Phone: 01204 555 084 Email: bainbridge@knightsbridgeplc.com (Strictly by appointment through the Offices of Knightsbridge Commercial)

This document has been issued on the basis that it falls in the exemptions to Section 21 of the Financial Services Markets Act2000 (“FSMA”) set out below. It is directed only at:

• Persons having professional experience in matters relating to investments as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Financial Promotion Order”); • High net worth companies, unincorporated associates, partnerships or trusts or their respective directors, officers or employees as described in Article 49(2) of the Financial Promotion Order;

• High net worth companies, as defined in Article 49(2); and Certified sophisticated investors as defined in Article 50(1).

The content of this document has not been approved by an authorised person and that approval is, unless this exemption or any other exemption applies, required by Section 21 FSMA. Recipients should note that reliance on this document for the purpose of engaging in any investment activity may expose them to a significant risk of losing all sums invested or of incurring additional liability. If recipients are in any doubt as to the action they should

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KBS House 5 Springfield Court Summerfield Road Bolton Greater Manchester BL3 2NT T: 01204 555 084

E: buy@knightsbridgeplc.com www.knightsbridgeplc.com