This page provides explanations of common tasks and actions within the portal, as well as explanations of related concepts. All explanations provided are for informational purposes only and remain subject to our Terms of Use. If you require assistance that is not covered below, please contact us.
The first time a potential buyer attempts to access a potential transaction’s profile, the potential buyer will be presented with the Process & Non-Disclosure Terms proposed by the potential seller. If the potential buyer accepts the Process & Non-Disclosure Terms, the potential buyer (1) is indicating agreement to be bound to the terms, and (2) will be given immediate access to the potential transaction’s profile. Please refer to Propose Changes for additional information.
A potential seller may specify the access level for a potential transaction’s profile. Public profiles are accessible to (1) all registered users, and (2) any non-users invited in accordance with the User Restriction Policy. Private profiles are accessible to (1) users specified by the potential seller, and (2) any non-users invited in accordance with the User Restriction Policy.
Active sales are profiles of potential transactions that can be accessed by other users acting as potential buyers (subject to the applicable access level). A potential seller can remove access to (de-activate) a potential transition profile at any time by selecting ‘End Process’ from the My Sales dashboard. At this point, the profile becomes an Inactive Sale.
Advisers may include financial, accounting, tax, legal, commercial, technical and other advisers. Users of this website are expected to consult with their own advisers to assist them in making investment decisions, and are solely responsible for conducting for their own financial, legal, accounting, or other due diligence review. We do not provide, and the contents of this website do not constitute, financial, legal or tax advice. Advisers may be permitted to access the portal under certain circumstances. If you would like to allow your advisers to have access to the portal to act on your behalf, please contact us.
Annex 1 - Proposal Terms refers to part of the Heads of Terms containing a summary of the proposed commercial agreements for the final definitive sale and purchase agreement. The first draft of Annex 1 - Proposal Terms is ordinarily based on the (1) potential seller’s Transaction Overview and Terms sections of the profile, and (2) the proposal of the preferred potential buyer. To expedite drafting of the Heads of Terms, it is recommended that, before selecting the preferred potential buyer, (a) the potential seller complete all available details in the Transaction Overview and the Terms of the profile, and (b) the potential seller confirms that the preferred potential buyer has provided sufficient detail in its proposal to create a first draft of the Heads of Terms. For addition information, please refer to Heads of Terms.
Our application includes, collectively, the web application maintained through the website with URL https://www.peregrinmarketplace.com, any other websites maintained by us, and any such related applications, including an beta versions of such applications.
Users will be prompted to identify any approved persons of the relevant institutional user for know-your-customer (KYC) and other administrative purposes. Approved persons are defined by the United Kingdom’s Financial Conduct Authority (FCA) as ‘approved persons’ in relation to an ‘authorised firm’. The FCA has described an ‘approved person’ as an individual whom the FCA has approved to do one or more activities referred to as 'controlled functions' (including senior management and compliance functions) for an authorised firm. Institutional users that are not authorised firms are not required to identify approved persons. Please refer to the User Restriction Policy for further information.
A potential seller is required is complete an asset overview, which contains basic information regarding the company, business or asset involved in the potential transaction. Information extracted from the asset overview will be searchable by any users that have access to the profile.
A potential seller may identify whether the preferred structure of the potential transaction is a share sale or asset sale. In the case of an asset sale, the potential transaction should be considered to be the sale of all or substantially all of the assets of the relevant company or business, unless otherwise specified by the potential seller or agreed between the potential seller and potential buyer.
Users may be automatically logged out if their internet browser is idle for an extended period of time. This is a security feature to prevent unauthorised access to the portal when a user’s computer or device is left unattended.
Users may be provided access to beta versions of the portal, parts of the portal or other applications from time to time. In most cases, if the URL includes the “beta” subdomain of the “peregrinmarketplace” domain (or other domain maintained or owned by us), the content relates to a beta version. Use of beta versions is at the user’s own risk, subject to the Terms of Use and any additional terms specified in relation to that beta release.
Users may be required to complete a CAPTCHA (completely automated public Turing test) when logging into the portal, or submitting information to the website when not logged in. The CAPTCHA requirement is intended to prevent Internet bots from attempting to log into the portal or submitting forms with SPAM or inappropriate or unwanted content, in contravention of the Terms of Use.
We request that all users confirm certain statements, from time to time, to promote compliance with laws and regulations applicable to their activities within the portal. These statements may relate to a user's compliance with sanctions, anti-corruption and anti-money laundering rules, among other things. We refer to these statements as certifications. If your institution cannot make a certification requested, or a certification your institution made earlier becomes untrue, and you wish to continue to use the portal, please contact us.
Closing conditions refers to actions, documents or approvals that should occur before transaction completion (ie, the closing of a potential transaction). These conditions are typically fulfilled after the parties have signed a binding definitive sale and purchase agreement.
A potential seller may indicate which closing conditions the potential seller believes should be included in the sale and purchase agreement in the Terms section of the profile. A potential seller may also request that a potential buyer identify any closing conditions that the potential buyer believes should be included in the sale and purchase agreement in the Proposal Requirements section of the profile. The potential buyer may do so in the Proposal Builder. Before submitting a proposal, the potential buyer may also make comments regarding closing conditions as a Term Sheet Markup.
Any closing conditions specified by a potential buyer in connection with its proposal, and any conditions specified by a potential seller in the Terms section of the profile, remain subject to negotiation of the definitive sale and purchase agreement or any other definitive transaction agreement.
A potential seller is required to provide a name for the company, business or asset involved in the potential transaction. The company name is provided in the Asset Overview section of the profile. The company name may be the legal name of an entity, a trade name or brand name, or a brief description of the business or asset. This description may be intended to preserve the confidentiality or anonymity of the company, business or asset. The company name will be viewable to, and searchable by, any user that has access to the profile, even before any process and non-disclosure terms have been agreed with that user.
Completion accounts refer to a common closing mechanism for determining the final total purchase price that the potential buyer will be required to pay the potential seller (subject to any earnout terms) following completion of the potential transaction. A potential seller can identify the preferred closing mechanism in the Transaction Overview section of the profile.
If completion accounts are used, ordinarily (1) the parties will agree to an initial total purchase price, which will be included in the sale and purchase agreement; and (2) this initial total purchase price may be adjusted after completion, based on completion accounts prepared to describe the financial condition and performance of the company as of and up to the completion date. The potential seller and the potential buyer may identify which financial entries (such as net assets or net working capital) provide a basis for an adjustment and can identify respective numerical thresholds above or below which an adjustment to the total purchase price will be made. The potential buyer can include these details in the proposal, and/or the potential seller and the potential buyer can agree to include these details in the heads of terms.
Consideration refers to the form of payment or compensation from the potential buyer to the potential seller in respect of a potential transaction. A potential seller is required to identify the preferred currency of the potential transaction, as the consideration in the Transaction Overview section of the profile. The potential seller may also identify whether, at the proposal stage, the seller will consider the inclusion of details regarding loan notes, other considerations, escrows and/or earnouts in relation to the proposals submitted by potential buyers.
A potential seller is required to identify (1) the currency related to the company, business or asset involved in the potential transaction (in the Asset Overview section of the profile); and (2) the preferred currency of the potential transaction (in the Transaction Overview section of the profile). The currency identified in the Asset Overview is not required to match the currency identified in the Transaction Overview. The portal currently supports British pounds sterling (£), Euros (€), US dollars ($) and Swiss Francs (CHF), although users are free to use other currencies as described below.
The currency identified in the Asset Overview must be a supported currency and should match the numerical financial information provided in the Asset Overview. It is recommended that the currency in the Asset Overview match the currency of the financial statements associated with the relevant company, business or asset (if those financial statements have been prepared in a supported currency). As necessary, a potential seller may provide numerical financial information in alternative currencies in other sections of the profile (such as in the Financials & Assets section).
The currency identified in the Transaction Overview identifies which currency a potential buyer should use for proposes of providing a valuation of the relevant company, business or asset at the proposal stage. When preparing and negotiating the heads of the terms, the parties are able to propose alternative currencies for the potential transaction (ie, for purposes of the definitive sale and purchase agreement).
Current proposal refers to the proposal to be submitted by a potential buyer in the current round of discussions, or the current round of the auction or other process held by the potential seller. Proposals and supporting information from prior rounds are accessible through the applicable dashboard or within the applicable profile itself.
The potential seller may specify whether proposals from potential buyers should be based on (1) a sale of all, or a portion of, the shares in the relevant company; (2) the sale of all or substantially all of the assets of the company or business (or another specifically described asset sale); or (3) both options. In the case of a potential transaction primarily involving assets (such as real estate or capital equipment), it is recommended that the potential seller select (a) both options, if the relevant assets are held through a special purpose vehicle or ‘corporate wrapper’ which can be transferred to a potential buyer; or (b) asset sale only, if the relevant assets are directly owned by the potential seller. A potential buyer may provide commentary on the potential impact of deal type (including any potential tax impact or benefits) with the potential buyer’s proposal.
Diligence questions refer to questions of a potential buyer sent to a potential seller in relation the company, business or asset related to the potential transaction. Diligence questions may refer to descriptions within a profile, such as commercial, financial and legal matters, or other topics. Diligence questions are not intended to refer to the transaction overview, any proposal requirements, any Terms specified in the profile, or any draft sale and purchase agreement (or other transaction agreement) provided. For questions relating to these topics, please refer to Term Sheet Markup.
Draft sales are profiles of a potential transaction that a potential seller has not yet submitted to the portal. Draft sales can only be viewed by the relevant potential seller.
A potential seller may request that a potential buyer identify any due diligence requirements that, from the potential buyer's perspective, remain to be completed as of the potential buyer's proposal submission. Due diligence requirements ordinarily refer to (1) information or documentation that the potential buyer would like to receive (such as detailed information on human resources, pension plans, real estate, intellectual property, information technology and various other topics); or (2) actions or activities that the potential buyer would like to undertake (such as site visits, inspections and/or interviews with regulators, suppliers or customers) before proceeding further with the potential transaction. A potential seller may elect to provide information regarding these areas in the profile or through other means.
Earnout refers to a portion of the total purchase price that is contingent on the achievement of certain agreed financial or non-financial metrics after completion. A potential seller may identify whether the inclusion of details regarding any earnout will be considered in relation to the proposals submitted by potential buyers. A potential buyer may identify a proposed earnout in a proposal by specifying relevant financial and/or non-financial metrics, payout structure and other terms. In the case of financial metrics, the potential buyer may identify financial thresholds which must be exceeded within the one to five years following completion of the transaction, in order for the earnout to be triggered.
Individual users are required to use their institutional email address when using the portal. An institutional email address is an address associated with a web domain owned or controlled by an institution that is qualified to use the portal in accordance with the User Restriction Policy.
Escrow refers to a portion of the total purchase price held back for a period of time after completion to cover any warranty or indemnity payment or (if completion accounts are used) any purchase price adjustments. A potential seller may identify whether the inclusion of details regarding any escrow will be considered in relation to the proposals submitted by potential buyers. If so, the potential seller may identify a range of escrow values to be considered in this connection, expressed as a percentage of the total purchase price. A potential buyer may also identify the proposed amounts of any escrows, expressed as a percentage of the total purchase price, in the potential buyer’s proposal. Ordinarily, the potential seller and the potential buyer will finalise the intended terms of any escrow in the heads of terms. In the heads of terms, the proposed amounts of any escrows may be expressed in monetary values (rather than as percentages of the total purchase price).
All financial information provided in a profile is the responsibility of the potential seller and is provided at a potential buyer’s own risk. It is recommended that any historical financial information be prepared (1) in accordance with generally accepted accounting principles applicable to the relevant company, business or asset; or (2) using reasonable alternative financial measures, selected by the potential seller in its sole discretion. All financial information contained in a profile is not reviewed or verified by us and is not required to be presented in accordance with UK GAAP, IFRS or any other specific accounting standards.
A potential seller may elect to include a financial model in the Transactions Overview section of the profile. The financial model may contain management’s projections and underlying assumptions, and any other information that the potential seller elects to include. The financial model is an optional document.
A potential seller may request that a potential buyer summarise the proposed terms of any third party financing for a potential transaction. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. If such information is requested, a potential buyer that has arranged third party financing should provide the potential seller with (to the extent available) copies of the relevant highly confident letters, commitment letters, term sheets and a sources and uses table. The potential buyer should also describe the financing structure (including any bridge financing), the conditions to such financing, and the status of these conditions. If a potential buyer does not have any lenders identified or terms have not been agreed, or the potential buyer expects to finance the proposed transaction from internal cash or other sources (such as an equity raise), the potential buyer should describe these funding arrangements. Please refer to Sources of Financing for additional information.
Heads of terms refer to a document setting out the terms of a transaction agreed in principle between parties in the course of negotiations. In practice, the heads of terms may also be referred to as a letter of intent, memorandum of understanding, heads of agreement or term sheet. The heads of terms typically summarise the terms of the sale and purchase agreement to be entered into between a potential buyer and a potential seller and are not intended to constitute a binding agreement. The parties may agree to include certain binding provisions in the heads of terms regarding limited topics, such as confidentiality, exclusivity and dispute resolution. The heads of terms may also summarise the terms of other agreements related to the potential transaction. For additional information, please refer to Transaction Agreements. The potential seller can initiate creation of the heads of terms after selecting the preferred potential buyer. Please refer to Annex 1 - Proposal Terms for additional information to be considered before proceeding to the heads of terms phase.
When a potential seller notifies the preferred buyer, the preferred buyer will automatically be provided access to the Heads of Terms and can either (1) accept the Heads of Terms as a basis for proceeding with the proposed transaction, or (2) propose changes to the Heads of Terms.
Inactive sales are profiles for potential transactions where the potential seller has ended the process within the portal, or where the potential buyer’s proposal has not resulted in a shortlist invitation or preferred buyer status. A profile under Inactive Sales can be resubmitted to the portal by the applicable potential seller as an active sale.
An Information Memorandum ordinarily refers to a document prepared by, or on behalf of, an owner of a company, business or asset offered for sale. This document may also be referred to as an offering memorandum, deal book, company book, pitch book, CIM or other names. The primarily purpose of this document is to describe the company, business or asset to potential buyers.
Any Information Memorandum document and related content is subject to the confidentiality obligations provided in the Process & Non-Disclosure Terms. The document may also be subject to disclaimers and notices contained in the body of the document itself. We do not review, approve or verify the contents of any Information Memorandum, and users are responsible for ensuring that any distribution of the Information Memorandum through the portal complies with applicable laws and regulations, including in relation to financial promotion or offerings of securities and other investments.
A potential seller may (1) elect to post an Information Memorandum document under a potential transaction profile as a separate document under the Transaction Overview section; (2) provide text, graphics and content extracted from an Information Memorandum (or equivalent document) within the profile itself; or (3) provide potential buyers with information regarding the relevant company, business or asset within the profile sections only (ie, without providing a separate Information Memorandum document in the Transaction Overview section).
Users will be prompted to identify investment preferences for administrative purposes. Investment preferences do not restrict a user’s ability to access public profiles that are outside the user’s investment preferences.
A potential seller may request that a potential buyer identify any lenders of third party financing for a potential transaction. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. This information ordinarily refers to both lenders providing a loan to finance a portion of the purchase price, and any planned debt capital markets financing (ie bond offering) for the same purpose. If a potential buyer does not have any lenders identified, the potential buyer should specify this to the potential seller. Please refer to Financing Terms for additional information.
A potential seller may allow potential buyers to propose that a percentage of the total purchase price be in the form of loan notes, promissory notes or a comparable financing structure. Loan notes are considered deferred consideration: an arrangement for payments to be made to the potential seller after transaction completion. The obligor under such an arrangement may be the company itself, a holding company, the potential seller, an affiliate of the potential seller or some other entity. The potential purchaser may provide an explanation of the structure contemplated with its proposal. This information may include a proposed number of instalments, frequency of instalments and/or interest rate. Additional information may be provided in the Supporting Information section under the Proposal Builder.
Inclusion of loan notes in the profile of a potential transaction or a proposal, without a conclusive binding agreement, should not be considered to be an identification of the obligor under such arrangement, an election that any such instruments be treated as qualifying corporate bonds (QCB) or a non-QCB, or indicative of any other structure not specifically agreed between the parties.
Locked box refers to a common closing mechanism for determining the final total purchase price that the potential buyer will be required to pay the potential seller at completion of the potential transaction. A potential seller can identify the preferred closing mechanism in the Transaction Overview section of the profile. Ordinarily, if a locked box is used, the total purchase price is intended to be set as of a date before completion (known as the locked box date), and there is no post-completion price adjustment mechanism (other than reimbursement by the potential seller for any value leakage prohibited under the sale and purchase agreement).
A potential seller may include a logo in the Asset Overview section of a profile. The logo may be a company logo, brand logo or other image the potential seller has selected to be associated with the company, business or asset involved in the potential transaction.
The long stop date ordinarily refers to the proposed date by which the potential seller would no longer be bound to proceed with a transaction with a potential buyer if such transaction has not yet completed. In other words, the long stop date is the date on which a sale and purchase agreement can be terminated in accordance with its terms. At the proposal stage, the potential seller can change the long stop date at any time (until reaching agreement with a potential buyer). The proposed duration of time between the proposal due date and the long stop date may be indicative of the potential seller’s view on how long will reasonably be required to obtain any necessary approvals or consents for the potential transaction.
Potential sellers are required to provide a numerical value for LTM EBITDA in the Asset Overview section of a profile. Users can screen potential transactions accessible to them based on EBITDA, as an indicator of the size of the potential transaction. The financial performance measure provided in the LTM EBITDA field is at the sole discretion of the potential seller.
LTM EBITDA ordinarily refers to earnings before interest, taxes, depreciation and amortisation, measured over the four most recent consecutive fiscal quarters ending prior to the date of the profile. In these cases, LTM EBITDA should be calculated based on (1) operating profit before taxation, before deducting or adding any interest owed, plus (2) any amounts attributable to amortisation or depreciation, in each case based on the generally accepted accounting principles applicable to the relevant company, business or asset.
A potential seller may elect to provide a non-revenue alternative financial performance measure in the field for LTM EBITDA, as an indicator of the size or value of the potential transaction. If a potential seller does so, the profile should contain an appropriate explanation of that financial measure, including all adjustments that have been made to calculate such measure. The recommended location for this explanation is the Financials & Assets section of the profile. Non-revenue alternative financial performance measures may include, among others, adjusted EBITDA, divested EBITDA (EBITDA associated with the businesses being divested), EBIT, EBITDAR (EBITDA plus rent expense) or net operating income (NOI) (for real estate transactions).
Potential buyers should take all information provided by the potential seller into account when considering the relationship between (1) the LTM EBITDA identified in the Asset Overview, and (2) the actual financial performance measures of the relevant company, business or asset.
Potential sellers are required to provide a numerical value for LTM Revenue in the Asset Overview section of a profile. The financial performance measure provided in the LTM Revenue field is at the sole discretion of the potential seller.
LTM Revenue ordinarily refers to revenue measured for the four most recent consecutive fiscal quarters ending prior to the date of the profile. Ordinarily, potential sellers should base LTM Revenue on financial results determined in accordance with the generally accepted accounting principles applicable to the relevant company, business or asset. Circumstances (such as divestiture of a business or asset with a limited operating history) may necessitate other approaches, however. In such circumstances, the profile should contain an appropriate explanation of how this financial measurement was calculated. The recommended location for this explanation is the Financials & Assets section of the profile.
Potential buyers should take all information provided by the potential seller into account when considering the relationship between (1) the LTM Revenue identified in the Asset Overview, and (2) the actual financial performance measures of the relevant company, business or asset.
Users will be prompted to identify the management of the relevant institutional user for know-your-customer (KYC), anti-moneylaundering, anti-bribery and anti-terrorism purposes, and other administrative purposes. In this connection, users are requested to provide certified copies of passports or other appropriate proof of identity. Management refers to the directors of the relevant institution, as well as any officers or representatives with equivalent legal authority.
Before a new sale can be submitted to the portal, certain minimum information regarding the company, business or asset must be provided under the Asset Overview, Transaction Overview, Proposal Requirements and Access sections of the profile. Users will be prompted to complete this information when preparing the profile. Please refer to New Sale for additional information.
The portal is designed for privately negotiated transactions, or auctions, involving qualified institutions. The portal does not set a maximum number of potential buyers a potential seller may invite to view a profile. The potential seller is responsible for making invitations in manner that complies with the User Restriction Policy and the Terms of Use. For additional information, please refer to Access.
Users will be prompted to identify a range of net assets, in pounds sterling (£) or its equivalent, applicable to the institutional user to confirm eligibility to use the portal and for other administrative purposes. For this purpose only, (1) a user that constitutes, or acts on behalf of, an authorised firm may use assets under management (AuM), or a comparable measure, as an alternative to net assets; and (2) a user that constitutes, or acts on behalf of, a high net worth company or unincorporated association (which is not an authorised firm) is required to use net assets based on generally acceptable accounting principles applicable to the relevant company or unincorporated association.
In this connection, all users must maintain net assets of at least £10 million (or its equivalent) or otherwise demonstrate compliance with the User Restriction Policy. The foregoing threshold does not apply to the net assets relating to any specific potential transaction or related company, business or assets.
Before a user acting as potential seller begins to prepare a profile for a new sale, we suggest the user compile the following information regarding the related company, business or asset (to the extent available): (1) a high-quality image file (png, jpeg, etc) of a logo or other image associated with the company, business or asset; (2) any existing teaser document, information memorandum, marketing document or similar document that describes the company, business or asset; (3) any vendor due diligence reports that have been prepared regarding the company, business or asset; (4) historical financial statements and reports; (5) management accounts; (6) constitutional documents (articles of association or equivalent documents); (7) the profiles, resumes or CVs of the directors and senior management, as well as any significant individual shareholders; (8) the investment committee memorandum regarding the user’s acquisition of the company, business or asset (if applicable); (9) any form of sale and purchase agreement for the potential transaction; (10) any internal memorandum regarding the potential transaction and its rationale. The potential seller may also wish to compile a list of targeted potential buyers for the company, business or asset, for purposes of the Access section of the Profile.
The user may also find it helpful to compile separate high-quality image files containing the following: (a) organisational chart, (b) a group structure diagram, (c) extracts of financial projection outputs and historical financial results, (d) photographs of the products sold by the company or business (if applicable), (e) photographs of the premises of the company or business, or the asset (if applicable), and (f) other relevant images or diagrams relating to the company, business or asset.
Users should be aware that availability of the foregoing information and materials should contain background information appropriate to expedite the creation of a detailed profile for a new sale, and will contain the minimum mandatory information required to submit a profile and more. However, users are not required the share all of the foregoing information with potential buyers through the profile.
The shortlist refers to the potential buyers that the potential seller intends to invite to the next round relating to the potential transaction. Ordinarily only some potential buyers which have submitted a proposal are invited to participate in the next round. There is, however, no restriction on the number of potential buyers that can be invited. A potential seller can only notify the shortlist after at least one proposal has been received. This option can be accessed by the potential seller under View Proposals, directly from the My Sales dashboard or from within the profile itself.
After the potential seller has notified the shortlist, the subsequent round of discussions or process will begin, and the potential seller may make further edits, revisions or additions to the profile. Notifying the shortlist does not give the potential seller access to the heads of terms drafting resources.
Given the nature of the potential transactions eligible for the portal, it is expected that users will conduct certain activities outside of the portal marketplace environment before a transaction is completed. These activities may include face-to-face meetings with management, advisers, customers, suppliers and other key parties; site visits and inspections of premises, facilities, products and personnel; other due diligence activities; and final negotiation, preparation and execution of the sale and purchase agreement and other transaction documents. We are not responsible for the arrangement or scheduling of any offline activities, and users undertake these activities at the own risk.
Other considerations refer to any form of a non-cash consideration or payment in kind. This may include shares in another company or other assets. A potential seller specifies whether and when other considerations will be considered in relation to the potential transaction in the Transaction Overview section of the profile. A potential buyer is responsible for describing any other consideration proposed in detail sufficient to enable the potential seller to compare the potential buyer’s proposal to cash proposals. This may include a description of the valuation of the other consideration offered. For shares, this may also include a description of the proposed exchange ratio or swap ratio in relation to the relevant target shares.
Users will be prompted to identify the owners of the relevant institutional user for know-your-customer (KYC), anti-moneylaundering, anti-bribery and anti-terrorism purposes, and other administrative purposes. In this connection, users are requested to provide certified copies of constitutional documents (for entities) or passports or other appropriate proof of identity (for individuals). Owner refers to direct, indirect and beneficial owners of the institutional users in accordance with applicable legal and regulatory requirements.
The marketplace portal is designed for use with sales and purchase of private companies, businesses and assets in accordance with Clause 3 (Appropriate Use) of the Terms of Use. If you are interested in using our solutions for a private market transaction that falls outside the Terms of Use, please contact us.
Potential buyers are, for private profiles, users that have been invited to participate in a potential transaction or, for public profiles, other users of the portal. Potential buyers are able to agree to the Process & Non-Disclosure Terms applicable to the profile and, after doing so, view the profile for the potential transaction, access associated documentation provided by the potential seller, submit diligence questions or term sheet markup comments, and submit a proposal. Potential buyers that are not authorised firms are only permitted to participate in potential transactions to which they were invited. For purposes of the proposal stage, there can only be one potential buyer per proposal, and such potential buyer must be associated with an institutional user.
At the heads of terms phase of a potential transaction, the parties may amend or adjust the identities of the potential buyer(s) in accordance with the mutually agreed commercial terms of the transaction. For example, the potential buyer may, with the potential seller’s consent, include consortium members or minority shareholders in the definition of potential buyer, or identify a special purpose entity or acquisition vehicle as the potential buyer. In each case, the potential buyer(s) identified in the heads of terms are not required to be users. Please refer to Structure & Buyer Entity for further information. In the heads of terms phase, the potential buyer that created submitted the preferred proposal is referred to as the Potential Buyer (Sponsor).
Potential Buyer (Sponsor) refers to the institutional account that submitted the pre-ferred proposal for the potential transaction and has begun the heads of terms phase.
The Potential Buyer (Sponsor) may not be identified as the potential buyer in Annex 1 - Proposal Terms of the Heads of Terms. At the heads of terms phase, parties are able to identify the legal entities that will enter into the sale and purchase agreement and other transaction documents at the documentation stage. It is possible that these legal enti-ties will not be the same as the institutional account holders.
By way of illustration, the Potential Buyer (Sponsor) may refer to a parent company or listed entity, but the potential buyer identified in Annex 1 - Proposal Terms may refer to a subsidiary entity that is intended to own the shares in the relevant company after completion.
Potential sellers are users that have created a profile for a potential transaction. Potential sellers that are not authorised firms are only permitted to participate in potential transactions which they initiate with an authorised firm. At the heads of terms phase of a potential transaction, the parties may amend or adjust the identities of the potential sellers in accordance with the mutually agreed commercial terms of the transaction. For example, the potential seller may, with the potential buyer’s consent, identify minority shareholders and/or special purpose holding company as the potential seller. In such cases, the potential seller(s) identified in the heads of terms are not required to be users. In this phase, the potential seller that created the profile for the potential transaction is referred to as the Potential Seller (Sponsor).
Potential Seller (Sponsor) refers to the institutional account that created the profile for the potential transaction and has selected a preferred proposal to proceed to the heads of terms phase.
The Potential Seller (Sponsor) is not necessarily identified as the potential seller in An-nex 1 - Proposal Terms of the Heads of Terms. At the heads of terms phase, parties are able to identify the legal entities that will enter into the sale and purchase agreement and other transaction documents at the documentation stage. It is possible that these legal entities will not be the same as the institutional account holders.
By way of illustration, the Potential Seller (Sponsor) may refer to a general partner of a fund, but the potential seller identified in Annex 1 - Proposal Terms may refer to a spe-cial purpose holding company that owns the shares in the relevant company.
A potential transaction refers to a transaction described in the portal by a potential seller or other authorised party. Describing a potential transaction does not bind the potential seller, or any other user, to consummate the potential transaction or any other transaction. Please refer to Clause 3 (Appropriate Use) of the Terms of Use for additional information.
The preferred potential, or preferred buyer, is the potential buyer selected by the potential seller to proceed to the heads of terms phase. A potential seller can only select the preferred potential buyer after at least one proposal has been received. This option can be accessed by the potential seller under View Proposals, directly from the My Sales dashboard or from within the profile itself. A potential seller can only identify one preferred potential buyer at a time for each potential transaction. Identification of a preferred potential buyer does not oblige the potential seller to conclude a transaction with the preferred potential buyer. Please refer to Annex 1 - Proposal Terms for additional information to be considered before proceeding to the heads of terms phase.
A user may elect to make its account ‘private’ with respect to other users. If an account is marked ‘private’, the user will not be able to be selected for invitation to access private transaction profiles created by other users. For additional information, please refer to Access. Private account may be enabled in the Manage Profile, Institutional panel.
Users are provided with the option to use standard Process & Non-disclosure terms in relation to potential transactions within the portal. All users are prompted to acknowledge the content of the standard Process & Non-Disclosure Terms. Acknowledging the Process & Non-Disclosure Terms does not bind you or your institutions. You or any other individual authorised by your organisation to do so can acknowledge the Process & Non-Disclosure Terms. Users are provided the option to customise or replace, in whole or in part, the Process & Non-Disclosure Terms for a particular potential transaction using the portal. If you would like to establish standard terms customised to your institution, please contact us.
If a user makes edits to an account’s institutional profile, that user will be prompted to confirm the use of the Process & Non-Disclosure Terms before these changes will be saved to the institutional profile.
A profile ordinarily refers to either (1) a description of a potential transaction and the related company, business or assets submitted within the portal (managed through the My Sales dashboard and My Offers dashboard); and (2) the user profile of an individual user and a related institutional user (managed through the Manage Profile menu).
A project name for a potential transaction is intended to be an identifier unique within the portal marketplace. The project name should not be identical to any other project name and must comply with the Terms of Use. It is recommended that the project name not contain any information that identifies the relevant company, parties or other transaction characteristics.
A proposal ordinarily refers to a non-binding expression of interest from a potential buyer to a potential seller in relation to a potential transaction. Under Clause 3.3 of the Terms of Use, any proposal (a) does not bind any user, or constitute an offer or acceptance, (b) does not create an exclusive right to negotiate or an obligation to negotiate in good faith, and (c) remains in all respects subject to negotiation and execution of a definitive sale and purchase agreement and/or other relevant transaction documents among the parties. Users may independently agree as between themselves that a proposal, or certain aspects of a proposal be binding on the potential buyer, or be binding for an agreed period of time. However, any such agreement is without recourse or liability to us.
Under the Proposal Builder, a potential buyer may submit a Term Sheet Markup and/or a proposal and its supporting information under the Proposal Builder. The Proposal Builder is accessible directly from the My Offers dashboard or the applicable profile.
The proposal due date is (1) the latest date by which a potential seller has requested that potential buyers submit their proposals for the potential transaction, or (2) an estimation of the date around which the potential seller may consider the potential transaction or similar transactions. The potential seller can change the proposal due date (make it either earlier or later) at any time.
Propose changes refers to a potential buyer proposing changes to a digital document presented by a potential seller for acceptance through the portal.
The first time a potential buyer attempts to access a potential transaction’s profile, the potential buyer will be presented with the Process & Non-Disclosure Terms proposed by the potential seller. If the potential buyer proposes changes, (1) the potential buyer will have an opportunity to propose modifications to the Process & Non-Disclosure Terms before accessing the potential transaction’s profile, and (2) the potential seller will have an opportunity to approve these changes (or make further changes). Please refer to Access for additional information.
During the heads of terms phase, the potential seller will send the preferred potential buyer will a proposed Heads of Terms. At this point, the potential buyer will be able to propose changes to the Heads of Term and the potential seller will have an opportunity to approve these changes (or make further changes). Please refer to Submit Changes for additional information.
A potential seller may request that a potential buyer describe the basis of its interest in the transaction and the potential buyer’s proposed strategy following the transaction. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. This information may include plans regarding any possible integration of the business with any of the potential buyer’s existing operations, expected immediate and long-term positioning within the potential buyer’s organisation and any plans for growth that the potential buyer may have. A potential buyer may identify, for example, if the acquisition is part of a buy-and-build or roll-up strategy, or whether the potential buyer intends to divest certain assets or business divisions, or otherwise split up the company. The level of detail expected by a potential seller may be higher, if (for example) existing management are expected to remain, or existing shareholders are expected to retain a stake in the company, after the transaction closes. If necessary, the potential buyer should attach any explanatory materials in the Supporting Information section.
Parties can request access to the portal directly from the Peregrin Marketplace home page (www.peregrinmarketplace.com) by clicking ‘Request Access’ in the left-hand menu. Parties must comply with the User Restriction Policy to be granted access.
A potential seller may request that a potential buyer describe any retention and/or incentive plans for the management and other employees after the potential transaction completes. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. The level of detail expected by a potential seller from a potential buyer may be higher, if all or some of the existing management are expected to remain after closing. The potential buyer should also describe the extent to which the company’s management and other employees have participated in or contributed to the development of the proposal (eg, where the potential buyer’s participation in the potential transaction would result in a management buy-out). The potential buyer should attach any management term sheet, template terms of employment or other explanatory documents in the Supporting Information section.
Revision history refers to the history of changes to clauses in the digital document by a potential seller and potential buyer.
A round refers to a phase of the negotiation, auction or other process relating to a potential transaction, prior to the heads of terms phase. Ordinarily, it is recommended that potential sellers expect to conduct at least two rounds. In this case, the first round will be intended to create a shortlist of potential buyers, and the second round will be intended to identify the preferred potential buyer and commence the heads of terms phase. If a preferred potential buyer cannot be identified after the second round, the potential seller can identify a new shortlist and continue to a third round, and so on. If the potential transaction is intended to be a proprietary bilateral negotiation between a potential seller and a single potential buyer, a single round format may be preferable.
A new round automatically starts after the potential seller has notified a shortlist. A potential buyer’s participation in any round does not entitle that potential buyer to participate in, or be invited to, any subsequent round. Invitation to a subsequent round should not be considered implicit or explicit approval of any valuation, pricing proposal or other term proposed by a potential buyer in a previous round.
The sale and purchase agreement is the principle agreement governing the terms of the acquisition of a company, business or asset. This agreement may also be referred to as an acquisition agreement or (depending on the transaction structure) a share purchase agreement, asset purchase agreement or (in some contexts) a merger agreement or a scheme of arrangement implement agreement (also known as a scheme implementation agreement). The final terms of the sale and purchase agreement are typically based on a negotiated, finalised and agreed heads of terms, and further negotiation regarding any details of the sale and purchase agreement not covered by the heads of terms.
A potential seller may elect to post a draft Sale and Purchase Agreement in the Transaction Overview section of a profile. The draft Sale and Purchase Agreement is an optional document. If a potential seller elects to include a draft Sale and Purchase Agreement, the potential seller may require that a proposal be accompanied by a potential buyer’s markup of that draft Sale and Purchase Agreement. The potential buyers may also have an opportunity to propose a form of Sale and Purchase Agreement with a proposal. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder.
Where a draft share and purchase agreement has been made available to potential buyers prior to the heads of terms phase, it may be appropriate for the parties to delete sections of the draft heads of terms that are intended to assist in preparation, drafting and negotiation of the final definitive sale and purchase agreement. Users are expected to consider this with the assistance of appropriate legal counsel, as needed.
A potential seller may request that a potential buyer attach a mark-up (blackline or redline) of the potential seller’s proposed form of sale and purchase agreement. In such cases, the potential buyer should include the requested mark-up in the Supporting Information section under the Proposal Builder. The mark-up is intended to show what provisions or clauses of the draft sale and purchase agreement the potential buyer would want to amend if an agreement between the potential seller and the potential buyer were finalised. If the potential seller has not provided a draft sale and purchase agreement, but has requested that potential buyers provide a sale and purchase agreement mark-up, then a potential buyer should be considered free to propose its own form of sale and purchase agreement in the Supporting Information section.
The portal is intended to save user content periodically during a user’s session. If a user closes a browser window or tab during a session, the user’s internet connection is interrupted, or the user remains inactive for an extended period of time, the related content that has been inputed within the portal may not be saved. For the best user experience, we recommend that users (1) regularly save content by navigating within the portal (rather than let a session become inactive before content has been saved), and (2) backup text and graphical content to be saved within a profile.
A potential seller is required to identify the sector of the company, business or asset involved in the potential transaction in the Asset Overview section of the profile. The sector chosen may be used by potential buyers to search for the potential transaction. Accordingly, the potential seller should select the sector that is most representative, considering the characteristics of the company, business or asset. Potential buyers should consider that a company, business or asset may be involved in multiple sectors or may be involved one or more undefined sectors. Potential buyers should therefore take all information provided by the potential seller into account when considering the relationship between the sector identified and the characteristics of the relevant company, business or asset.
Select Files enables a user to upload one or more files associated with a topic, which can be downloaded by other users with access to the relevant profile. Potential sellers can select files to provide explanatory details and supporting information regarding the topics covered in a potential transaction’s profile. Potential buyer can select files to provide explanatory details and supporting information regarding the topics covered in a proposal. Users can upload files in batches (i.e., multiple files in a single upload). Each upload overwrites the previous attached files. As a result, if a user intends to add an additional new file, the user should re-upload an existing files together with the additional new file.
A potential seller may identify whether the preferred structure of the potential transaction is a share sale or asset sale in the Transaction Overview section of a profile. In the case of a share sale, the potential seller may specify a range of percentages for sale from 51% to 100%. Unless otherwise agreed, any share capital intended to be retained by the current shareholders or management is assumed to be rolled over into a new special purpose holding company. If you would like to use the portal to sell less than the 51% of the shares in a company, please contact us.
A potential seller may request that a potential buyer identify any conditions that must be fulfilled before the potential buyer will be willing to sign a binding sale and purchase agreement. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. A potential buyer may also make comments regarding signing conditions under the Terms Sheet Markup section of the Proposal Builder. These signing conditions may vary from institution to institution, but may include approval of the potential buyer’s board of directors and/or shareholders, and approval of any third parties, including lenders.
A potential seller may request that a potential buyer identify the types and sources of financing to be used by the potential buyer in a potential transaction. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. This description may include (1) any existing cash resources, (2) any existing debt facilities, (3) debt facilities specific to the potential transaction, (4) issuance of equity securities, and (5) any other sources of financing. The potential seller may be requesting this information for various reasons. These may include (a) to identify which potential buyers have cash resources immediately available and which are reliant on third party financing, and (b) to understand the effect the transaction would potentially have on the company’s capital structure. The level of detail provided is up to the discretion of the potential buyer. Please refer to Financing Terms for additional information.
A potential seller may request that a potential buyer identify and describe the entity that will contract as the buying entity or entities in this transaction and to describe any unique deal structure characteristics proposed. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. This information may include the name, entity type and jurisdiction of the buying entity, whether the entity is a special purpose company (SPC) or an operating company, and any other buy-side consortium members, co-investors or other participants in the potential transaction, such as any proposed buy-side guarantor, indemnitor or covenantor, and each entity's relationship to the potential buyer. This information may also include the proposed structure of transaction (such as simple acquisition, simple merger, triangle merger, reverse triangle merger, one-step or two-step merger, scheme of arrangement, etc) and any unique deal structure characteristics being proposed. If necessary, the potential buyer should attach a structure diagram and explanatory materials. Please refer to Potential Buyer for additional information regarding the identity of the potential buyer(s) at the heads of terms phase.
Submit changes refers to a potential seller re-sending a digital document (such as Process & Non-Disclosure Terms or Heads of Terms) to a potential buyer, with (1) changes that the potential seller has proposed to that digital document, and (2) (if the potential seller so elects) further changes proposed by the potential seller. Please refer to Proposed Changes for further information.
Supporting information refers to information that supports a potential buyer’s proposal in respect of a potential transaction. A potential buyer may request that a potential buyer provide certain supporting information with its proposal in the Proposal Requirements section of a profile. A potential buyer may also provide information not specifically requested by the potential seller.
The target completion date is ordinarily the date by which the potential seller prefers to have completed or closed the potential transaction. The target completion date should be a date after the proposal due date. In most cases, the target completion date should be at least 60 calendar days after the proposal due date. However, circumstances may require shorter timelines. The potential seller can change the target completion date at any time (until reaching agreement with a potential buyer).
A teaser refers to a short document summarising an investment or acquisition opportunity. A potential seller may include a teaser document in the Transaction Overview section of a profile. The teaser is an optional document.
Term Sheet Markup refer to comments of a potential buyer sent to a potential seller in relation to a Transaction Overview, any Proposal Requirements, any Terms or any draft sale and purchase agreement (or other transaction agreement) provided with the profile. Term Sheet Markup comments may refer to the commercial, financial and/or legal aspects of the transaction itself. Term Sheet Markup comments are not intended to refer to the company, business or asset related to potential transaction. For questions relating to these topics, please refer to Diligence Questions.
A potential seller may identify the warranties, pre-closing undertakings, closing conditions and post-closing undertakings that the potential seller expects to be included in the final definitive sale and purchase agreement in the Terms section of a profile. Users are expected to prepare and review the Terms section of a profile with the assistance of appropriate legal counsel, as needed. If a potential seller does not complete the Terms section of a profile, and provides a draft sale and purchase agreement in the Transaction Overview, a potential buyer should refer to the draft sale and purchase agreement for an indication of the potential seller’s proposed terms. In any case, the Terms can be mutually agreed by the potential buyer and a potential buyer at the heads of terms phase or when finalising the sale and purchase agreement itself. Please refer to Heads of Terms, Sale and Purchase Agreement and Sale and Purchase Agreement Mark-up for additional information.
The portal records times according to time in the United Kingdom: Greenwich Mean Time (GMT) or British Summer Time (BST) (GMT+1), as applicable.
At the heads of terms phase, the potential seller may propose a total purchase price to its preferred potential buyer. The total purchase price may be represented by a monetary amount, specified forms of other considerations, or a combination of both, together with any amounts payable under any earnout terms. The total purchase price may be equal to, or be based on the valuation proposed by the preferred potential buyer, or may be some other amount (and other consideration, if applicable) proposed by the potential seller. The total purchase price typically excludes any calculation of interest under loan notes or any other deferred consideration, and typically includes any cash component that may be held under agreed escrow terms.
Transaction agreements are agreements that govern the terms of the sale and purchase of the company or asset. These include the sale and purchase agreement, and may also include ancillary agreements such as: confidentiality agreement, exclusivity agreement, standstill agreement, joint defence agreement, voting agreement, lock-up agreement, non-competition agreement, transition or transitional services agreement (or in a divestiture, a reverse transition service agreement), novation (or assignment and assumption) agreements, escrow agreement, disclosure letter (or schedules), and other agreements. Please refer to Sale and Purchase Agreement for additional information.
A potential seller is required is complete the Transaction Overview section of a profile, which contains basic information regarding the potential transaction. Information extracted from the Transaction Overview may be searchable by any users that have access to the profile.
An institutional user account may have multiple individual user accounts acting on behalf of the institutional user account, in accordance with the User Restriction Policy. Each such individual user account has a unique email and password associated with it. If you would like remove an individual user account from an institutional user account and are unable to do so through the portal, please contact us.
A potential buyer submitting a proposal is required to provide a valuation (or valuation range) for the relevant company, business or asset. Ordinarily, valuation amounts should be specified as a cash value (in the currency specified) that the potential buyer would be prepared to pay for the relevant company, business or assets transaction (assuming a debt-free acquisition), assuming no other forms of consideration. In the case of a share sale, the valuation should be for the entirety of the share capital of the company (even if the potential buyer is proposing to acquire less than 100% of the target company’s shares), unless the potential seller has specified otherwise.
The valuation provided is not a proposed purchase price and is not intended to bind the potential buyer. In particular, a proposal may be submitted before due diligence has been completed, and users should acknowledge results of due diligence may affect the valuation. The valuation is expected to inform negotiation of an agreed total purchase price, and can be used as a basis to determine the agreed total purchase price. The valuation provided should not be affected by the potential inclusion of loan notes, an earnout or non-cash consideration, or the timing of payments in connection with the total purchase price (although the potential buyer may note the potential effects of these under the Supporting Information section of the Proposal Builder).
A potential seller may request that a potential buyer provide details on its valuation assumptions & methodology with its proposal. In such cases, the potential buyer should include the requested information in the Supporting Information section under the Proposal Builder. This may include specifying projected financial entries, growth rate and discount rate, and methodologies used, such as discounted cash flow, multiples (trading comparables or transaction comparables), sum-of-the-parts valuation, etc. The level of detail provided is up to the discretion of the potential buyer. Additionally, the potential buyer’s assumptions may provide a basis for determining the terms of any purchase price adjustment provisions in the Transaction Documents (assuming completion accounts are used).
A potential seller may elect to post one or more Vendor Due Diligence Reports under the Transaction Overview section of a profile. A Vendor Due Diligence Report is an optional document. Ordinarily, a vendor due diligence report is a document prepared by an adviser to the potential seller (such as a law firm, accountancy or consultancy) for purposes of describing aspects of the relevant company, business or asset in detail. Any Vendor Due Diligence Report is subject to the confidentiality obligations provided in the Process & Non-Disclosure Terms. A Vendor Due Diligence Report may also be subject to disclaimers and notices contained in the body of the document. We do not review, approve, verify or approve of the contents of any Vendor Due Diligence Report.
Warranty & indemnity refers to an escrow account intended to cover any liabilities of the potential seller to the potential buyer for breaches of any warranties or representations, or claims under any indemnities, provided under the final definitive sale and purchase agreement. The proposed duration of the warranty & indemnity escrow refers to the time period from the completion date to the date any remaining funds held in the escrow are released to the potential seller.
2FA refers to two-factor authentication: requiring more than one form of authentication to access your account. Users may enable 2FA based on a QR (Quick Response) Code, a type of matrix barcode, scanned into a compatible 2FA mobile application, such as Google Authenticator. When 2FA is enabled, a user will be prompted to provide a 6-digit code generated by the 2FA mobile application before being provided access to the user’s account. Users should be aware that any third party with access to both the user’s password and mobile device (containing the 2FA mobile application) will be able to access the user’s account. If a user’s mobile device is lost or stolen, notify us promptly to update the account security settings.
CAGR refers to compound annual growth rate. A potential seller may provide a 5-year revenue CAGR for the company, business or asset involved in the potential transaction, as an indicator of growth. The financial performance measure provided in the field is at the sole discretion of the potential seller.
Ordinarily, CAGR refers to the most recent financial measure (revenue five years ago) divided by the relevant historical financial measure (most recent period's revenue), raised to an exponent of one divided by the number of years between the most recent measure and the historical measure (5 years), less one. A potential seller may provide an explanation of how the 5-year revenue CAGR was calculated for the relevant company, business or asset. The recommended location for this explanation is the Financials & Assets section of the profile.
Potential buyers should take all information provided by the potential seller into account when considering the relationship between (1) the 5-year revenue CAGR identified in the Asset Overview, and (2) the actual financial performance measures of the relevant company, business or asset.
