C.A Raison Optica Ltd IM

166034 C.A. RAISON OPTICA LIMITED

Information Memorandum

FINANCIAL HIGHLIGHTS

TURNOVER

GROSS PROFIT

100 150 200 250 300 350 400

600

500

400

300

200

Turnover £'000

Gross Profit £'000

100

- 50

-

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Stat

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Stat

SHAREHOLDER FUNDS

160

140

120

100

80

60

40

Shareholder Funds £'000

20

-

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Stat

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C.A. Raison Optica Limited | Information Memorandum

CONTENTS

Financial Highlights

2

Executive Summary

4

Products and Services

6

Customers and Marketing

8

Management and Employees

9

Location and Facilities

10

Growth Opportunities

11

Financial Information

12

Glossary of Terms

14

Disclaimer

15

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C.A. Raison Optica Limited | Information Memorandum

EXECUTIVE SUMMARY

OVERVIEW

1.1. C.A. Raison Optica Limited (‘C.A. Raison Opticians’ or ‘the Company’) is an independent opticians with a prime town centre location, based in Barnsley, South Yorkshire.

1.2. The comprehensive range of services offered by C.A. Raison Opticians, value for money and its highly personable service approach have earned it an excellent reputation in its area and facilitated strong relationships with customers.

HISTORY AND OWNERSHIP

1.3. C.A. Raison Opticians opened in August 1993. It was incorporated in July 2002.

1.4. Over the years, the Company has developed a loyal patient base, returning for regular eye examinations, contact lens fitting and supply, and spectacle dispensing.

1.5. C.A. Raison Opticians’ shares are divided between Director Christopher Andrew Raison, who holds 51%, and Deborah Elizabeth Raison, a non-active shareholder holding 49%.

1.6. Having built up a successful operation over 30 years, our Clients are now offering the business for sale to facilitate their plans for retirement and due to health reasons.

PRODUCTS AND SERVICES

1.7. Utilising a highly experienced team, and being registered with registered with the General Optical Council (GOC), C.A. Raison Opticians provides:

• Sight tests and eye care services • Contact lenses • Spectacle frames and lenses, and sports glasses • Accessories

1.8. The Company maintains positive relationships with a number of leading suppliers, enabling it to source a wide range of products to suit all preferences.

CUSTOMERS

1.9. Operating on a regional basis, C.A. Raison Opticians serves private and NHS customers within Barnsley and the surrounding areas.

1.10. The Company receives a high amount of repeat custom and referrals due to its high standards of service, with circa 85% of overall sales generated by existing customers.

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C.A. Raison Optica Limited | Information Memorandum

MANAGEMENT AND EMPLOYEES

1.11. C.A. Raison Opticians has been managed by Christopher Andrew Raison, the Director, since its foundation and continues to operate successfully with an experienced, knowledgeable team.

1.12. The Company employs five members of staff in total, including the Director, and benefits from high staff retention rates, as well as a wealth of in-house expertise within the sector.

LOCATION AND FACILITIES

1.13. C.A. Raison Opticians operates from premises based in Barnsley, SouthYorkshire, which are leased to the Company by a private landlord for £50,000 per annum.

1.14. The premises provide circa 1,135 sq ft of operational space, with a fully equipped treatment room for eye examinations.

GROWTH OPPORTUNITIES

1.15. The Company has established itself as a prime opticians within its local area, aided by its strong high street positioning in addition to offering excellent value for money and high quality services.

1.16. Moving forwards, there is scope for further rooms to be converted to dedicated treatment rooms, which would allow additional eye examinations to be carried out. This could be facilitated via the recruitment of experienced staff.

1.17. Furthermore, increased sales and marketing activity, including further use of online advertising, would enable C.A. Raison Opticians to reach an increased number of potential customers across a wider area.

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C.A. Raison Optica Limited | Information Memorandum

PRODUCTS AND SERVICES

SPECTACLE DISPENSING

EYE EXAMINATIONS

CONTACT LENSES

ACCESSORIES

OVERVIEW

EYE EXAMINATIONS

2.1. C.A. Raison Opticians provides eye examinations alongside the supply of spectacles, contact lenses and optical accessories.

2.4. C.A. Raison Opticians provides comprehensive eye examinations for private customers and NHS patients of all ages to discover any eye health issues they may face, as well as offering the appropriate remedial action and advice, post examination.

2.2. The Company has established an excellent reputation within its local area and is highly regarded as a dedicated, forward-thinking and effective eye care provider.

2.5. The Company offers a comprehensive sight test with state-of-the-art equipment, including:

2.3. Highly experienced staff pride themselves in providing a professional and personal service, whilst products and services are offered with competitive pricing.

• Examination for Glaucoma, including pressure checks • Photographs of the retina/visual fields assessment when needed • Prescription of the eyes and any requirements for spectacles

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C.A. Raison Optica Limited | Information Memorandum

2.6. The Company is able to accommodate all customers by providing home visits for full sight tests when the customer has mobility issues. Spectacles

CONTACT LENSES

2.12. Similarly, the Company stocks contact lenses from various highly reputable manufacturers, with a broadly priced range of lenses available to suit all budgets.

2.7. C.A. Raison Opticians offers a large selection of competitively priced designer frames in a selection of colours and finishes to suit all preference and styles.

2.13. C.A. Raison Opticians delivers expert advice on selecting the most appropriate lens solution from its comprehensive range, as well as providing instruction and advice on usage.

2.8. The business stocks eyewear from a wide range of prestigious brands such as:

• Ray-Ban • Etnia of Barcelona • Emporio Armani • Ralph Lauren Polo • Radley • Elle

ACCREDITATIONS

2.14. The business ensures its staff hold all required approvals to carry out operations, with the Company being registered with the GOC.

OPENING HOURS

2.9. In addition to everyday glasses, the business offers a fantastic range of sports spectacles to help customers stay comfortable and continue doing the activities they love without their vision getting in the way. C.A. Raison Opticians can provide customers with:

2.15. The Company currently trades within the following operating hours:

Monday-to-Friday: 09:00–17:30 Saturday: 08:30–17:00

• Ski goggles • Swimming goggles • Scuba diving goggles • Children’s sports glasses • Snooker spectacles

2.10. The Company’s staff are able to assist customers when they are unsure of which frames to purchase, offering advice for which spectacles suit them best.

2.11. C.A. Raison Opticians’ stock is regularly updated in line with customer demands and the latest trends.

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C.A. Raison Optica Limited | Information Memorandum

CUSTOMERS AND MARKETING

OVERVIEW

3.1. C.A. Raison Opticians has a large database of private and NHS patients at present, with circa 85% of overall sales generated by returning customers.

3.2. The remaining sales are derived from those who discover the Company due to its excellent positioning, supported by a small amount of marketing activities.

3.3. C.A. Raison Opticians utilises a comprehensive website, which provides information about its service offering and contact details. This can be viewed at the following address:

caraisonopticians.co.uk

3.4. The Company is also listed on several other directories, including those specifically for opticians such as eyetest.co.uk, with a Facebook page also available that is not often updated but has 217 followers.

3.5. Furthermore, C.A. Raison Opticians distributes postal mailings within the surrounding area, which aids with increasing its local reputation.

3.6. Beyond its online presence and postal mailings, the Company does not undertake any proactive marketing activity, experiencing organic growth through its strong relationships with existing customers and word-of-mouth referrals.

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C.A. Raison Optica Limited | Information Memorandum

MANAGEMENT AND EMPLOYEES

OVERVIEW

4.1. C.A. Raison Opticians is managed by Director Christopher Andrew Raison, who is supported by a dedicated team.

4.2. The Company currently employs five members of staff, including the Director, and benefits from low staff turnover, enabling it to retain a high level of in-house expertise throughout its time in operation.

4.3. The Director is the Practice Manager, Dispensing Optician and Contact Lens Optician, with full contact with the patient base. As such, post-sale, his role will require the recruitment of a similarly skilled and experienced individual to fulfil.

4.4. Following the completion of the sale, the Director has advised that he would be willing to provide mutually agreeable short handover period to ensure the continued smooth running of the business throughout the transition, if required by the buyer.

4.5. The Company’s current organisational structure is outlined below, including the experience held by staff members who will be remaining post-sale.

DIRECTOR

DISPENSING ASSISTANT 24 years’ experience

DISPENSING ASSISTANT 22 years’ experience

DISPENSING ASSISTANT 9 years’ experience

PART-TIME LAB TECHNICIAN 21 years’ experience

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C.A. Raison Optica Limited | Information Memorandum

LOCATION AND FACILITIES

OVERVIEW

5.1. C.A. Raison Opticians operates from leasehold premises based in Barnsley, South Yorkshire.

5.2. Situated in a prominent high street location, the premises are located within a short travelling distance of key transport links across the region, including the A628, the A6133, the M1 and others.

5.3. The premises can be found at the following address:

46 Cheapside Barnsley South Yorkshire S70 1RU

5.4. The premises are leased to the Company by a private landlord for £50,000 per annum, with the lease due for renewal in June 2027.

5.5. The building measures circa 1,135 sq ft and includes retail space and a room for eye examinations on the ground floor, with an office and storage area on the first floor.

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C.A. Raison Optica Limited | Information Memorandum

GROWTH OPPORTUNITIES

OVERVIEW

6.6. The recruitment of additional, experienced staff would enable C.A. Raison Opticians to undertake an increased volume of work without compromising on its consistently high standard of service.

6.1. C.A. Raison Opticians’ excellent positioning, combined with its high quality service offering, have contributed to the business attaining a large and loyal patient database. 6.2. The Company retains significant scope for additional revenue to be generated, ensuring that it would be an excellent acquisition for a buyer seeking a successful business with potential.

SALES AND MARKETING

6.7. The Company’s direct approach to sales, supplemented by a continual stream of repeat custom, has proven to be an effective method of generating new business, with potential for it to undertake additional proactive and passive marketing activity to further enhance sales. 6.8. Additional online marketing, including the use of search engine optimisation (SEO), pay-per-click (PPC) and email marketing, could enable C.A. Raison Opticians to reach customers across a larger area and enhance online conversion rates. 6.9. There is also scope for the Company to increase brand awareness and loyalty through the increased use of social media sites, such as Facebook and X (formerly known as Twitter).

BUSINESS DEVELOPMENT

6.3. An existing opticians based elsewhere would be able to incorporate the business into their own and increase its customer base immediately, whilst generating the potential for upselling opportunities.

6.4. The premises retain scope for further internal expansion, with the potential to convert addition space into consulting rooms.

6.5. The existing technology and equipment could also be upgraded, with the opportunity to introduce advanced eye scanning equipment, such as the Optos Daytona Plus.

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C.A. Raison Optica Limited | Information Memorandum

FINANCIAL INFORMATION

PROFIT AND LOSS

7.1. The table below displays the Company’s annual profit and loss accounts.

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Stat

PROFIT AND LOSS (£)

Turnover

425,742

470,261

479,374

528,877

Other income

74,125

13,505

-

-

Cost of Sales

(151,740)

(187,979)

(187,226)

(220,136)

Gross Profit

348,127

295,787

292,148

308,741

Gross Profit Margin

82%

63%

61%

58%

Administrative Expenses

(173,210)

(199,370)

(208,277)

(221,051)

EBIT

174,917

96,417

83,871

87,690

Depreciation

4,632

4,711

4,729

4,769

Amortisation

418

419

419

419

EBITDA

179,967

101,547

89,019

92,878

Addbacks

Directors’ Salary

8,745

8,829

9,033

9,096

Employers’ NI

2,413

1,785

2,188

2,744

Adjusted EBITDA

191,125

112,161

100,240

104,718

NB: Addbacks entail one-off costs that hold minimal relevance to the Company’s performance, as well as costs that an acquirer will not necessarily incur.

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C.A. Raison Optica Limited | Information Memorandum

BALANCE SHEET

7.2. The following table outlines the Company’s yearly balance sheet.

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Stat

BALANCE SHEET (£)

Fixed Assets

Tangible Assets

18,028

13,682

8,720

4,030

Current Assets

Stocks

22,000

18,000

18,000

19,000

Debtors

7,014

8,976

9,058

6,701

Cash at Bank

199,275

161,890

153,496

126,621

Prepayments and Accrued Income

(13,522)

(13,749)

(14,995)

(14,663)

Creditors: Amounts Falling Due Within One Year

(76,490)

(45,076)

(57,200)

(43,776)

Net Current Assets

165,321

157,539

138,349

123,209

Creditors: Amounts Falling Due After One Year

(45,000)

(35,271)

(25,650)

(15,781)

Accruals and Deferred Income

(435)

(398)

(985)

(1,305)

Net Assets

137,914

135,552

120,434

110,153

Capital and Reserves

Called Up Share Capital

100

100

100

100

Profit and Loss Account

137,814

135,452

120,334

110,053

Shareholder Funds

137,914

135,552

120,434

110,153

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C.A. Raison Optica Limited | Information Memorandum

GLOSSARY OF TERMS

ABBREVIATION

DEFINITION

C.A. Raison Opticians / the Company

C.A. Raison Optica Ltd

EBITDA

Earnings before interest, tax, depreciation and amortisation

GOC

General Optical Council

PPC

Pay-per-click

SEO

Search engine optimisation

YE

Financial year ending 31st December

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C.A. Raison Optica Limited | Information Memorandum

DISCLAIMER

This Information Memorandum (“the Document”) is provided solely for use by the recipients in considering their interest in acquiring the Company, either wholly or in part.

The content of this document has not been approved by an authorised person and that approval is, unless this exemption or any other exemption applies, required by Section 21 FSMA. Recipients should note that reliance on this document for the purpose of engaging in any investment activity may expose them to a significant risk of losing all sums invested or of incurring additional liability. If recipients are in any doubt as to the action they should take, they should consult an advisor authorised under FSMA specialising in advising on investments of the kind set out in this document. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons in possession of this document should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. No shares or other securities of the Company have been or will be registered or otherwise qualified for sale or resale under Federal or State laws in the United States of America or Canada. Neither the US Securities and Exchange Commission nor the Securities Commission of any State of the United States has approved or disapproved the shares of the Company or passed on the accuracy or adequacy of this Document. Each recipient doing business in or organised under the laws of the United States of America or in areas subject to its jurisdiction represents that it is an institutional investor, expressing an interest for its own account and agreed not to purchase, distribute or sell any of the Company¹s securities or any interest therein except in compliance with the above laws. The Shareholders expressly reserves the right to alter or terminate the process and to accept or reject any preliminary or final offers at any time, in either case, without giving reasons therefore. In furnishing the Document, the shareholders undertake no obligation to provide any additional information or to update this Document or to correct any inaccuracies in this Document which may become apparent.

This Document is not a prospectus and does not constitute or form any part of any offer or invitation to subscribe for, underwrite or purchase securities, nor shall it or any part of it form the basis or be relied upon in any way in connection with any contract relating to any securities.

The sole purpose of this Document is to assist the recipient in deciding whether it wishes to proceed with a further investigation of the Company. It is not intended to form the basis of any investment decision or decision to purchase the Company.

The information contained in this Document is selective and is subject to updating, expansion, revision and amendment. It does not purport to contain all the information that recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which may become apparent. Recipients should conduct their own investigation and analysis of the Company and of the information contained in this Document, and are advised to seek their own professional advice on the legal, financial, taxation and other consequences of providing funding to the Company. This Document includes certain statements, estimates and projections with respect to the anticipated future performance of the Company and as to the market for the Company’s products. Such statements, estimates and projections reflect various assumptions made by the Management of the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representation is made as to the accuracy, reasonableness or completeness of such statements, estimates and projections. Knightsbridge Business Sales Limited (“KBS”) has not independently verified any of the information contained or opinions expressed herein. Neither the Company, nor KBS, nor affiliated partnerships or bodies corporate, nor the directors, shareholders, managers, partners, employees or agents of any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Document. All such parties and entities expressly disclaim any and all liability for, or based on or relating to any such information contained in, or errors in or omissions from, this Document or based on or relating to the recipients’ use of the Document. This Document is confidential being for use only by the persons to whom it is issued and who have signed the required form of confidentiality agreement. Accordingly, the contents of this Document, including the Personal Data (as defined in UK data protection legislation, being the Data Protection Act 2018, General Data Protection Regulation 2016/679, the Privacy and Electronic Communication (EC Direction Regulations 2003) and any replacement legislation coming into force from time to time, together with any codes of practice or other guidance issued by any competent regulatory authority) herein, and any other information, Personal Data or opinions subsequently supplied or given in connection with the proposed sale will constitute information pertaining to the Company (“Confidential Information”) and may not be published, reproduced, copied or disclosed to any person other than the professional advisers to the recipient of this Document having a need to know and who are aware that it is confidential, nor used for any purpose other than in connection with the proposed acquisition. Notwithstanding any other provision or obligation in this Document, the signed confidentiality agreement shall apply in all respects to the Confidential Information and in the event of a conflict between the signed confidentiality agreement and this Legal Note the confidentiality agreement shall prevail. In the event that the recipient does not continue with his interest in the Company, this Document must be returned to KBS. The recipient will keep the Confidential Information supplied or given to it or its agents or advisers in connection with the proposed sale safe and secure so as to prevent any unauthorised person having access to it, and the recipient agrees that the information is proprietary to the Company and it has no rights to it except as set out in this notice. Neither the receipt of this Document by any person nor any information contained in it or supplied with it or subsequently communicated to any person in connection with the proposed funding of the Company constitutes, or is to be taken as constituting, the giving of investment advice by KBS to any such person. Recipients of this Document shall not be deemed to be clients of KBS and KBS shall accordingly not be responsible to such recipients for providing the protections afforded to clients of KBS or for providing advice in relation to any transaction or arrangement referred to herein. Each such person should make its own independent assessment of the merits or otherwise of acquiring the Company and should take its own professional advice.

In no circumstances may recipients or their officers, employees, agents and professional advisers make contact with the Management, employees, clients, agents or suppliers of the Company until permission to do so is given in writing by KBS.

CONTACT DETAILS

For further information regarding this opportunity, or to arrange a meeting, please contact a member of our team below:

KNIGHTSBRIDGE TEAM

Phone:

01204 555 051

Email:

leanne.boulding@knightsbridgeplc.com

(Strictly by appointment through the Offices of Knightsbridge Business Sales)

This document has been issued on the basis that it falls in the exemptions to Section 21 of the Financial Services Markets Act2000 (“FSMA”) set out below. It is directed only at:

• Persons having professional experience in matters relating to investments as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Financial Promotion Order”);

• High net worth companies, unincorporated associates, partnerships or trusts or their respective directors, officers or employees as described in Article 49(2) of the Financial Promotion Order;

• High net worth companies, as defined in Article 49(2); and Certified sophisticated investors as defined in Article 50(1).

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C.A. Raison Optica Limited | Information Memorandum

KBS House 5 Springfield Court Summerfield Road Bolton Greater Manchester BL3 2NT

T: 01204 555 051 E: buy@knightsbridgeplc.com www.knightsbridgeplc.com