Preparing To Go To The Market
At Capital Care & Hotels we aim to provide you with the best possible advice on the sale of your business, both in the asking price and the method of sale. In order to help you, we have to ask you to help us in providing this vital information, so that we can correctly advise you on the best means of sale to achieve the best overall sale price, in the quickest possible time.
It is really important that the information requested below in the individual paragraphs is provided to us at the earliest opportunity. By having this information available to us, not only are we able to give you best advice, but when we do go to the market on your behalf, we are able to show your potential purchasers this information, which signals to them that you are not only very serious about selling, but you are professional in your outlook and you are not merely "testing the market" as some others do. In return you are likely to achieve a far more confident and professional purchaser and the transaction will be quicker and smoother.
Title Deeds And Legal Work
If you do not already have a suitable solicitor to handle the sale of your business, we can assist you, if you wish. Your lawyer should be instructed at this early stage in order that he or she may arrange for the title deeds and associated papers to be sent from those holding them. You should also let your solicitor know the amount that you have on mortgage, and with which lender, together with your mortgage account numbers.
Accounts
It is very important that you provide us with the last 3 years certified or audited accounts from your accountant in full. If you are in the middle of your next financial year, we would also wish to receive from you, monthly management accounts and VAT returns where applicable, from the date of your last certified our audited accounts to the present time. Any other breakdowns and financial information that you feel would be of benefit would also be most appreciated.
Site Plans And Room Plans
If you have them available, copies of the site plan, together with the site size and room plans, with the individual room sizes, again would be most appreciated. It would also be prudent to let your solicitor have a copy of the site plan and site size.
Photographs
In order to help us prepare our illustrated details, and to show your business in its best possible light, we would be pleased to receive from you, any photographs that you have available, both internally and externally, ideally in e-mail format as jpeg images, but we are able to accept photographs in other formats should this not be available.
Staffing
When a purchaser purchases your business, one of the most important considerations to them is staff. After all, staff are the key to any business, and again it is important that your purchaser sees that staff are employed to the full effect. Staff are transferred to the new owner, under TUPE and the effect of the law is that the staff generally go with the business and with their Terms and Conditions remaining unchanged. This is also regarded as continuous employment for any future issues that may occur. Therefore, we ask that you provide us with a list of your staff. This should include the following information; full name, date of birth, date employed, job title, normal hours worked, salary/wage/rate per hour and qualifications. Your solicitor will also require a copy of this in due course.
Occupancy Information
For Hotels and Care Homes, many operators keep data in various formats showing their levels of occupancy. Copies of this information will be gladly received by us and required by your solicitor. For Care Homes, a list of current residents in place (using initials, no names) would be useful, and this information should note the weekly fee and whether private or socially funded.
Lease And Hire
Please provide a schedule of all items on lease or hire which would be required to be transferred to a new owner. This list should show the items, cost per week/month, and the remaining term.
Planning
We should be advised of any planning issues in respect of current applications, current permissions, or past rejections that affect the business in any way. You will also be required to provide these to your solicitor in due course.
The Estate Agents Mis-Descriptions Act.
One of the reasons for obtaining much of the above information is to ensure that the particulars are correct and that we have been able to check and verify these as far as possible. Under the Estate Agents Act 1979 it is a criminal offence if our particulars are found to be misleading. We do wish to work in association with you to make sure that they are correct and give a true reflection for the sale of your business. We therefore have to act with due diligence, being able to check the information supplied where possible, and ask you to provide us with continual updates during the course of the sale of your business on any of these material matters that may have an affect in time.
Once A Purchaser Has Been Found And A Sale Has Been Agreed
During the course of the sale, both we and your solicitor will ask for the following information which we would ask you to supply without delay. It would therefore be prudent to begin preparing this information during the course of our marketing.
Inventory
A full inventory of all of the items to be left in the business should be prepared by you, the seller. We should be given a copy of this and a copy for the solicitor. This inventory will form part of the sale contract and should be as accurate as possible. It would be wise to inform us at our inspection and when the purchasers are viewing, of any private items that will be removed rather than leave this to a later period, which may cause issues.
Fire Certificates And Environmental Health Reports
Please have these certificates and accompanying reports available for ourselves and your solicitors when required. Should, during the course of our marketing, or during the course of the sale, the property be inspected for Fire or Environmental Health, please inform us and your solicitor immediately and provide copies of the paperwork as soon as possible thereafter.
Stock
Purchasers will be taking over your stock on completion, and it is customary for a stock taker to act for both vendor and purchaser and share the stock taker's fee between them. You may already have a stock taker in mind, but we can provide advice on this should you so wish.
After Exchange Of Contracts
Staffing - you will now need to inform your staff if you have not already done so, that the sale of the business is being completed to a new purchaser on the date that has been set. There are mandatory procedures for this and you should seek professional advice from your solicitor about these processes (consulting with the staff, keeping them informed and offering support and reassurance, amongst others). You will need to reassure your staff that their employment is being transferred with the business to the new owner and that their Terms and Conditions remain unchanged (TUPE). Your purchaser at this point will wish to meet your staff and perhaps have meetings with them. Please arrange this to your best ability to assist in the smooth handover of the business, as well as complying with your legal responsibilities.
Care Homes - Care Home owners will need to not only inform their staff as above, but also inform the residents and their families. This is normally done by letter in the first instance, with the incoming purchaser having meetings with families and residents upon request.
VAT - The local VAT office will need to be advised that the business is changing hands. They will conclude their business with you and probably ask for the purchaser's details.
Suppliers - Care Home operators and Hoteliers have numerous suppliers to their business and all of these will need to be informed of the sale. It would be prudent to give a list of these suppliers to the purchaser so that when you are cancelling the services you are able to provide them with the details of the new purchaser, in order that the service may continue, where appropriate.
Utility Services - All of the utility companies involved in the business will need to be advised of the change over, and on the day of completion readings are usually taken and agreed by purchaser and owner, and a simple form signed to agree these meter readings. Utility companies should be advised of this at this time.
Insurance - The outgoing owner should ensure that all the appropriate insurance companies are advised of the sale and new details of the purchaser given.
Adjustments - Usually on the day of completion, the new purchaser and the outgoing owner would agree and pay adjustments to each other where appropriate. For instance these include in Care Homes, residents' fees which are usually paid on a monthly basis and staff wages, which can be paid weekly, bi-weekly or monthly. The amount of adjustment would depend when in the month completion takes place. We can advise and assist on this where required.
Completion day has now passed and ownership has transferred to the new owner. It is likely that you will be feeling some relief and have some spare time on your hands. You may have plans for a holiday, or may wish to start in the search for another business! In that case we look forward to hearing from you once again.
Capital Care & Hotels (Ian Mynott) Ltd. St George's House, St George's Business Park, Castle Road, Sittingbourne, Kent ME10 3TB
Telephone - 01795 420214
Fax - 01795 420214
Mobile 07789 301 801 - Ian Mynott |
