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BigGardens Ltd (BigGardens) is a private company that owns and operates a chain of garden centres in the Bristol area. The company has expanded rapidly over recent years, opening new sites frequently, mainly using retained profits to finance them. The directors have found there are significant economies of scale in operating garden centres and they are keen to expand more rapidly by extending their geographical horizons.
The directors have reason to believe that Percy Ltd (Percy) might be for sale. Percy operates fifteen garden centres in the West Midlands. The freeholds of ten of these sites are owned by Percy, the other five being leased under arrangements that expire in four years' time. Percy is owned by three sisters and their families. The sisters are in their sixties and the directors of BigGardens believe that a reasonable offer would persuade the directors of Percy to sell the company.
You are a manager at BigGardens's auditors and the directors have asked you, as the only person whom they know and trust and with any knowledge of the subject, to meet them to provide some idea of the issues involved with a possible deal. During the telephone conversation, when the meeting was requested, one of the BigGardens directors said "We are asking for this meeting because we haven't any experience of anything like this. Should we be considering this deal in the first place? Assuming that we decide to go ahead, can we get someone to help us with it? How much should we offer to Percy? How should we pay? If we have to pay in cash, how could we raise it? Is it best to buy the assets from Percy or buy all of the shares in Percy? Should we go straight to the Percy directors or get someone to act for us? Are there any other issues that you feel that we should consider?" In preparation for the meeting you intend to make notes of the points you will raise with the directors. You are aware that the directors are people who have skills in horticulture and retailing, but not in more general business issues, particularly not in finance.
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