Benefits of Making Business in Seychelles | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN SEYCHELLES WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN SEYCHELLES WWW.MERGERSCORP.COM

4. Country Overview Seychelles, an archipelago located 1,600 km (1,000 mi) east of the African coast in the Indian Ocean at the crossroad between Asia and Africa. The Seychelles are one of the world's most beautiful tropical islands destination. The archipelago consists of 116 islands spread over 1 million km² of the western Indian Ocean, northeast of Madagascar, with a total land area of 444 km², making the island nation just about the size of Andorra, or 2.5 times the size of Washington, DC. About half of the islands are of granitic origin, with narrow coastal strips and central ranges of hills rising up to 900 m at Morne Seychellois, the highest peak in the archipelago. The other half are coral atolls, many of them uninhabited. The island nation has a population of 92,000 (in 2015), capital city is Victoria on Mahé, the largest island. Spoken languages are Seychellois Creole 90%, English and French (all official).

5. Executive Summary After an ominous, post-independence start which included a coup, an invasion by mercenaries, an abortive army mutiny and several coup attempts, the Seychelles have attained stability and prosperity. Today the Indian Ocean archipelago enjoys a high per capita income, good health care and education. The former British colony's economy depends heavily on the fishing industry and upmarket tourism. It features in the 2017 leak dubbed the Paradise Papers, which reveal the financial dealings of politicians, celebrities, corporate giants and business leaders. Seychelles has a mixed legal system based on common law and civil law. Criminal law and criminal procedure are based on the common law system and are governed by the Constitution of the Republic of Seychelles, the Penal Code, the Criminal Procedure Code, the Courts Act, the Evidence Act, and the general law of evidence. Seychelles also is home to an array of wildlife, including giant tortoises and sea turtles. Much of the land is protected as part of nature reserves. The Republic of Seychelles lies northeast of Madagascar, an archipelago of 115 islands with almost 95,000 citizens , three-quarters of whom live on the main island of Mahé.

6. Introduction – Doing business in Seychelles Business in Seychelles : • Good strategic location for Africa • Independent member of the British Commonwealth of Countries • Political, economic and social stability • Legal system based on English common law and French civil code • Foreign-source income is untaxed • No capital gains, gift, property or estate taxes • Secure investment location • Highly flexible cost-effective financial services legislation • Good professional, communications and physical infrastructure • English is an official language • Effective regulatory regime • Open to foreign investors

7. Conducting business in Seychelles The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994 . However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the IBC form, such as banks, insurance companies and mutual funds. Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee. Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the Seychelles may do so.

8. Taxation in Seychelles Investment income derived from Seychelles is subject to income tax. When an individual receives rental income, it is taxable at a 15% rate. A 15% withholding tax applies to dividends when the recipient is a non-resident. There is no withholding tax on royalties and capital gains. Business Tax rate is 0% on the first SR 150,000 of taxable income in respect of a sole trader and a partnership business, 15% on the next SR 850,000 of taxable income and 33% on the remainder. Companies do not have a tax free threshold. The Personal Income Tax Rate in Seychelles stands at 15 percent. The Business Tax rate is 25% on the first SR 1,000,000 of taxable income and 33% on the remainder. For more business tax rates, click here. Find out more about business tax concessions. The Seychelles Tax System has since 1 January 2010 moved to Self-Assessment for the business tax return.

9. Trade The Seychelles is the 154th largest export economy in the world. In 2017, the Seychelles exported $703M and imported $1.35B, resulting in a negative trade balance of $642M. In 2017 the GDP of the Seychelles was $1.5B and its GDP per capita was $29.3k. The top exports of the Seychelles are Processed Fish ($259M), Non-fillet Frozen Fish ($227M), Planes, Helicopters, and/or Spacecraft ($61.8M), Recreational Boats ($29.2M) and Refined Petroleum ($16.1M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Non-fillet Frozen Fish ($243M), Recreational Boats ($102M), Planes, Helicopters, and/or Spacecraft ($82M), Centrifuges($63.8M) and Rubber Belting ($33.4M). The top export destinations of the Seychelles are France ($124M), the United Kingdom ($78.7M), Mauritius ($78.2M), the United Arab Emirates ($59.1M) and Japan ($59M). The top import origins are Spain($192M), France ($147M), the United Arab Emirates($138M), Hong Kong ($83.7M) and South Africa($82.6M).

10. Banking in Seychelles A bank account in Seychelles can be set up by any kind of investor from abroad. It is good to know that there are cases where some financial institutions reserve the right to choose their customers. Furthermore, a bank account in Seychelles will allow the opening of other accounts in varied jurisdictions with less effort and paperwork. Complete details about how to open a bank account in Seychelles can be requested from our company formation agents in Seychelles who can also help entrepreneurs set up their business in the insular state. As for a natural person who wants to open a bank account in Seychelles, he/she must provide a copy of the passport, documents revealing the address and also a recommendation letter from another financial institution .Please keep in mind that drafting the documents for setting up a bank account can be supervised by our specialists who can also help individuals set up companies in Seychelles.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com