Some points for purchasers to consider

1. Status of company and subsidiaries

1.1 Has the Company any subsidiaries? If so, please specify.

1.2 Please specify which of such subsidiaries (if any) are trading and which are dormant and if dormant when (if at all) they last traded.

1.3 Please name all companies (other than the subsidiaries of the Company) in which the Company or any of its subsidiaries owns or has agreed to subscribe for any shares or stock including loan stock.

1.4 Please supply a copy of any agreement relating to such companies to which the Company or its subsidiaries is a party.

1.5 Please supply an up-to-date copy of the memorandum and articles of association of the Company and its subsidiaries.

1.6 When was the issued share capital issued, to whom and for what consideration.

1.7 Are there any shares under option or agreed to be under option? If so, please give full details.

1.8 Please specify any changes in shareholdings, directors or secretary since the date to which the last annual returns are made up in relation to the Company and its subsidiaries.

1.9 Has the Company or any of the subsidiaries issued or agreed to issue any share or loan capital since the date to which their respective most recent audited accounts were made up?

1.10 With whom should we arrange to examine the statutory books of the Company and its subsidiaries?

1.11 Please supply a copy of the director’s report and audited accounts of the Company and its subsidiaries for the last [3] years.

1.12 Please supply copies of the Company’s management accounts since the last accounting date together with those of the subsidiaries (if any).

2. Properties

Detailed property enquiries will follow but the following matters require immediate attention:

2.1 Please supply full addresses of all premises occupied or in which any interest is owned by the Company or any subsidiary.

2.2 Please supply:

2.2.1 a schedule of all properties (if any) owned by the Company, giving a full description and the use of each property, distinguishing between freehold and leasehold properties, and in the case of leasehold give details of the dates of leases and parties and the term and rent;

2.2.2 a plan of each of the properties to be shown edged in red;

2.2.3 copies of all leases and sub-leases;

2.2.4 copies of all licences to assign or sublet and for alterations, and all contracts for the supply of any services to the properties;

2.2.5 a list of occupiers of the properties where any of them are sublet;

2.2.6 copies of all planning permissions;

2.2.7 copies of all mortgages, charges and debentures;

2.2.8 a copy of the valuation, if any, if the properties have been professionally valued within the last [3] years;

2.2.9 the names and addresses of the solicitors who acted on the acquisition of each of the properties in which the Company or any subsidiary has an interest.

2.3 Has any development been carried out by the Company requiring planning permission? If so, was such planning permission obtained and have all the conditions been observed?

2.4 Have any notices been served by any local or other authority in respect of the properties? If so, please supply copies.

2.5 Are any of the premises subject to a compulsory purchase order or the subject of a resolution of a local or other authority for compulsory purchase or any proposal to make such an order?

2.6 Have there been any disputes with any adjoining owners?

2.7 Please confirm that all rents, service charges and other outgoings are paid up to date and that the last receipts will be produced on completion.

2.8 Are any of the properties subject to any covenants, restrictions, licences, agreements or other incumbrances? If so, please supply full details.

2.9 Are the properties subject to any rights of way, easements or other rights in favour of any other person? If so, please supply full details.

3. Employees

Detailed employment enquiries will follow but the following matters require immediate attention:

3.1 In relation to the Company and its subsidiaries, please supply:

3.1.1 An up-to-date list of staff including directors showing length of service, age, salary, notice period and position.

3.1.2 Copies of all service agreements or of statutory particulars of employment issued to employees.

3.1.3 Details of any liability to, or claim likely to be made by, any ex-director or ex-employee.

3.2 In relation to every pension or retirement benefit scheme of the Company or its subsidiaries, please supply:

3.2.1 a copy of the trust deed and rules;

3.2.2 the name, age, sex and current salary of each member;

3.2.3 a list and value of the assets of the scheme;

3.2.4 a copy of the contracting-out certificate, if any, issued under the Social Security Pensions Act 1975;

3.2.5 a copy of the most recent actuaries’ report;

3.2.6 confirmation in relation to every such scheme that it is approved by the Inland Revenue and that such approval is not under threat of withdrawal and that all employees’ contributions under any such scheme have been paid up to date.

4. Borrowings

4.1 Please supply copies of all loan agreements, facility letters or other documentation relating to borrowings.

4.2 Please supply copies of all charges, debentures and guarantees or other security given by the Company or its subsidiaries.

4.3 Please confirm that no notice requiring repayment has been served and that there has been no breach of any covenant contained in any charge, debenture or guarantee, loan agreement, facility letter or similar document.

4.4 Except in case of trade creditors and bank overdrafts, please:

4.4.1 list other creditors of the Company or any of its subsidiaries showing the amount outstanding, interest rate and repayment date in each case; and

4.4.2 give details of any credit facilities negotiated or under negotiation.

5. Commitments

Please supply copies or details of:

5.1 all capital commitments;

5.2 all hire purchase, credit sale and leasing agreements entered into by the Company or its subsidiaries;

5.3 any contract for the purchase of goods and/or of services which cannot be terminated by the Company or a subsidiary without liability, by the giving of not more than [3 months’] notice of termination or which involves a future commitment exceeding [£25,000];

5.4 any contract for the sale of goods and/or supply of services by the Company which cannot be terminated by the Company without liability, by the Company giving not more than [3 months’] notice of termination or which exceeds [£25,000] in aggregate value or under which goods are being sold at less than normal price;

5.5 any agreement, in respect of any patented or unpatented invention, to pay or receive a royalty or other valuable consideration, or an agreement not to disclose any such invention;

5.6 any agreement or arrangement with one or more competitors (whether written or unwritten or whether intended to be legally enforceable or not) which relates to the prices or conditions of sale under which any goods of the Company or a subsidiary are to be sold or any materials are to be acquired, or any services are to be rendered by the Company or subsidiary;

5.7 any sales, agency, distributorship, licence or know-how agreements whether written or oral;

5.8 any agreement or arrangement (with trade unions or local branches of such unions or such other bodies) relating to the employment of labour by the Company or a subsidiary;

5.9 particulars of any trade associations of which the Company or a subsidiary is a member;

5.10 all standard form terms and conditions of supply and/or standard form terms and conditions of purchase of the Company and its subsidiaries.

6. Intellectual property

Does the Company own or use any patents, trade marks, service marks, registered designs, design rights or any secret processes (whether protected by registration or not)? If so, please supply particulars.

7. Litigation and disputes

7.1 Please specify in detail the title and nature of any litigation (civil or criminal) or arbitration to which the Company or any subsidiary is a party.

7.2 Are the Vendors aware of any claim made by or against the Company or any subsidiary likely to lead to litigation (civil or criminal) or arbitration?

8. Insurances

8.1 Please supply details of all insurances effected by the Company and its subsidiaries. Please confirm that all premiums due on such insurances have been paid and that the Vendors are not aware of anything which could vitiate any of the policies.

8.2 Please confirm that all such policies will be maintained pending completion.

8.3 Is there any outstanding claim under any such policy?

9. Taxation

9.1 Please supply in relation to the Company and each subsidiary:

9.1.1 the address of its local Inspector of Taxes;

9.1.2 the name and address of its tax advisers;

9.1.3 tax computations for the last [3] years.

9.2 To what date have tax returns been made?

9.3 To what date have tax returns been settled?

9.4 Are there any matters in dispute or under discussion with the Inland Revenue?

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

9.6 Have any covenants for annual payments of any nature been entered into since 6th April 1965?

9.7 To what date have shortfall clearances been obtained?

9.8 Has any death occurred on which a charge for taxation may arise against the Company or any of the subsidiaries?

9.9 Is the Company or any subsidiary now or has it ever been a member of a group of companies?

9.10 Are there any assets in respect of which the capital gains “cost” is materially different from the actual cost?

9.11 Is the Company or any subsidiary now, or has it been, a “close company”? If so, please supply details of any directions which have been made and which are outstanding. Has it received any notice if intimation that any direction will be made? If so, please supply details.

10. Miscellaneous

10.1 Please supply the name and address of all banks at which the Company or any of its subsidiaries has an account, and give details of current overdrafts and overdraft limits and state whether secured or unsecured.

10.2 Does the Company intend to make any payments before completion other than in the normal course of trade? If so, please give details.

10.3 Please supply details of all contracts or arrangements between the Company (and its subsidiaries) and any of its directors or any of its shareholders, associated companies or companies under common ownership with the Company.

10.4 Please provide the information required by separate preliminary enquiries relating to:

10.4.1 properties;

10.4.2 employees; and

10.4.3 environmental matters.