DED - Commercial Advisor Framework 2

SCOPE OF REQUIREMENTS The scope of work will comprise of standard due diligence and financial governance. This is what will be termed ‘core’ work representing ongoing business activities of advice, guidance, reporting, engagement with the business, meetings and costing on a planned, regular programme.

The second part relates to cases where we consider that more complex analysis will be required and that appropriate time and rates are proportionate for this activity. Core Scope Provision of advisory services as may be required to provide expert strategic, financial and commercial advice in respect of core services: Advice & guidance Analysis Reporting Work across all sectors of industry Meetings and costing on a planned regular programme.

Additional Scope The Scottish Government require the Service Provider to be able to provide all services outlined below across a range of possible intervention, investment or funding structures, including debt, guarantees, grants and equity: Financial/Commercial due diligence. Analysis and reports on potential mergers or acquisitions and disposal of assets, Insolvency, restructuring and turnaround advice Specialist economic and market technical expertise relevant to government Market analysis of relevant sectors, including those strategic to Scotland Options Appraisal in line with the principles of HMT Green Book Evaluation exercises in line with the principles of HMT Magenta Book Strategic and commercial advice in respect of exit strategies for Scottish Government interventions Financial Accounting assessments Company valuations Counterparty due diligence, addressing financial, commercial and reputational risks Economic impact assessments Commercial market operator assessment in support of a wider subsidy control assessment, working with appointed legal advisors and Scottish Government’s Legal Directorate and Subsidy Control Division.

This will include appropriate pricing of any financial instruments to be applied to the transaction. Undertaking a sale and marketing process for existing investments, including marketing the business for sale, engaging with prospective purchasers and negotiating commercial heads of terms Forensic accounting assessments.

The Scottish Government require the Service Provider to provide all services outlined above for all noted transaction and intervention types. Should the Service Provider require the use of sub-contractor to fulfil the requirements this should be noted in the Tenderer’s Single Procurement Documents (SPD) and Technical response.

Further details of the required services are detailed in Annex The aim of the Framework Agreement is to establish a timely, efficient and effective mechanism to conduct a range of due diligence on commercial entities and companies in difficulty to inform decision making.

Due diligence assignments will encompass a wide range of activities including financial analysis, market information and risk assessment to inform the viability of companies facing challenges and assess the likelihood of a successful outcome. It is envisaged that the appointed Service Providers will be multi-disciplinary agencies or consortia offering a range of integrated professional services including but not limited to: accountancy/financial management, and tax advice, commercial advisory services, restructuring and turnaround specialisms, specialist technical expertise such as economic and market analysis and other considerations including impacts of Subsidy Control (formerly State Aid). Additional information: A maximum of 6 Service Providers will be appointed to the Framework Agreement.