Information Request List (IRL)

DETAILED INFORMATION REQUEST LIST
Information Request Lists | PROJECT [INSERT]
Private and Confidential
[Insert address]
[Day Month Year] (By hand)
Dear Sir/Madam
Consolidated information requests lists in relation to the potential transaction regarding Project
[Insert]
This document presents our consolidated information request lists that will allow us to prepare a robust
sell-side information pack on [Insert name] (together the “Target” or “Project Insert Name” or the
“Transaction”).
The information requested in this document will assist our team in the preparation of understanding the
business and drafting the requisite transaction documentation required to successfully conclude the
Transaction.
The request lists set out below should not be regarded as an exhaustive list of information, which may
be needed in the course of the Transaction. If, having reviewed the request list, there is other relevant
information not asked for, please include that information. Since the sell-side information preparation
continues throughout the Transaction process, please supplement your response to this request as new
documents become available.
Please populate a USB in line with the structure of these information request lists. To the extent
documents are not available please insert a note of a negative response and confirmation to show that
the relevant information request has been considered.
We are enthusiastic about the prospect of engaging with you and your team and will endeavour to take
all actions necessary to successfully conclude the transaction.
Yours sincerely,
_______________

Information Request Lists | PROJECT [INSERT NAME]
Legal - Requested information and documents Response Fully
provided
Partially
provided
To be provided
1.8 Copies of regulatory reports, as required in terms of the
various regulatory licenses held by the Company, for the
last two years.
2 Corporate
2.1 A diagram showing the legal structure of the Company
(reflecting percentage shareholdings) including:
(1) all the Company's subsidiaries (indicating which, if
any, are dormant or non-trading);
(2) all associated companies (including the names and
percentage holdings of their other shareholders);
and
(3) all investments held in other companies.
2.2 The Company’s:
(1) registration certificate;
(2) notice of incorporation;
(3) memorandum of incorporation; and
(4) all other documents which are required in law to be
lodged at the office of the Companies and
Intellectual Property Commission for registration.
2.3 Details of any pledges or other encumbrances over the
share capital of the Company.
This document is a partial preview. Full document download can be found on Flevy:
http://flevy.com/browse/document/information-request-list-irl-3747

provided
Partially
provided
To be provided
(8) factoring and other recourse sales of receivables;
and
(9) any other loan capital of the Company and any
outstanding, uncompleted or unexercised contracts
or options for the issue of loan capital and any right
(whether exercisable now or in the future and
whether contingent or not) to call for the allotment,
issue, sale or transfer of any loan capital whether
on a change of control of the Company or
otherwise.
3.2 Any guarantees, suretyships, indemnities, counter-
indemnities, undertakings, letters of comfort or similar
obligations or security in relation to any of the funding
arrangements.
3.3 Any default or potential default, whether as a result of
change of control or otherwise, under the funding
arrangements.
3.4 Details of loans by the Company to any director or
employee or person connected with any member of the
Company.
4 Information Technology
4.1 Any hardware, software and networking arrangement or
agreements used by the Company, including details of
ownership or copies of any lease, licence or other
agreement (including out-sourcing agreements) permitting
use of such hardware, or networking arrangement, and any

provided
Partially
provided
To be provided
5.8 Details of building, zoning, land use and planning
permissions.
6 Movable property
6.1 Details and copies of all hire purchase, instalment sale,
conditional sale or credit sale agreements and leasing
agreements relating to the movable assets of the Company
(including stock, debtors, plant, machinery, office
equipment, computers and vehicles) showing in each case,
a description of the asset, the annual lease or hire
purchase instalment, the unexpired period of the lease or
HP agreement and any provisions relating to the
assignment of such agreements.
6.2 Details of security interests in the movable property, such
as notarial bonds, pledges, cessions, debt factoring
arrangements, liens and the like.
6.3 Details of any stock or equipment forming part of the asset
package which are provided to third parties on consignment
or in terms of credit sale or conditional sale agreements.
6.4 Details and copies of all agreements evidencing options,
rights of pre-emption, rights of first refusal, restrictions on
the sale or transfer or other encumbrances over any of the
assets of the Company.
7 Commercial arrangements
7.1 Standard terms and conditions of business and standard
form contracts.

provided
Partially
provided
To be provided
(8) otherwise than at arm's length are entered into
otherwise than at arm's length;
(9) advertising arrangements including long term
advertising arrangements;
(10) contain material confidentiality or non-disclosure
obligations; or
(11) encompassed in memoranda of understanding or
memoranda of agreement.
7.13 All agreements relating to the acquisition or disposal of
shares in the Company entered into in the last 3 years or
currently proposed.
7.14 All agreements relating to the acquisition or disposal of the
business of the Company or a significant asset of the
Company (such as shares in another company or fixed
assets) entered into in the last 3 years or currently
proposed.
7.15 Any other material agreements.
8 Taxation
8.1 A tax clearance certificate obtained in the last six months.
8.2 Calculation of the Contributed Tax Capital for the relevant
periods.
8.3 Copies of any administrative or judicial dispute filed by or
on behalf of any Group company in the last five fiscal years

provided
Partially
provided
To be provided
8.21 A list of the VAT Returns that were submitted late during
the last three financial years, as well as the reasons
therefor.
8.22 Any VAT opinions from the company’s tax advisors relating
to the last three financial years.
8.23 Explanations for any interest and penalties paid in respect
of VAT for the last three financial years.
8.24 All VAT correspondence with [insert local revenue authority
name] for the last three years of assessment, including
notice of objections, appeals, queries, audits, binding
private rulings, other notices etc,
8.25 The latest detailed statement of account obtained from
[insert local revenue authority name] reflecting all returns
submitted and the relevant payments made.
8.26 All correspondence from [insert local revenue authority
name] for the relevant periods, including all rulings, queries,
appeals, VAT audit findings and explanations for significant
interest and penalties paid in respect of employees’ tax.
8.27 All tax opinions from the company’s tax advisors for the
relevant periods.
8.28 A list of any employees’ tax returns submitted late in the
last three financial years including the reasons for the late
submission.

provided
Partially
provided
To be provided
(3) in respect of each design: a representation,
country, number, class and status as well as
confirmation that all renewal fees have been paid
up to date; and
(4) full details of trademarks owned by the Company
which have not been registered or applied to be
registered, ie. a representation of it, a list of the
products and services in relation to which it is used,
where it is used and period of use.
10.2 Details of all licences or rights granted to third parties in
respect of patents, designs, trademarks, service marks,
copyright and know how owned or applied for by the
Company or used by the Company. Please provide the
following details:
(1) for each trade mark: name and address of licensee,
trade mark, country, number, class and a copy of
the licence agreement;
(2) for each patent: name and address of licensee, title,
country, number and a copy of the licence
agreement;
(3) for each design: name and address of licensee, a
representation, country, number, class and a copy
of the licence agreement;
(4) for each copyright work: name and address of
licensee, details of the work and a copy of the
assignment or licence agreement; and
(5) for know-how and trade secrets: name and address
of each licensee, details of the relevant trade

provided
Partially
provided
To be provided
13 Litigation
13.1 Please provide details of and any documents relating to
litigation, prosecutions, arbitrations, disputes and claims
actual, pending or threatened in relation to the Company or
any of its directors, employees or officers.
13.2 Please provide details of any circumstances, events, act or
omission which may give rise to an assertion that the
Company or any of its employees has not complied with
any material obligation under any law applicable to the
Company.
13.3 Please provide details of all prior litigation, mediation or
arbitration, investigation or settlement agreements as a
result of which the Company has been affected, either
financially or by adverse publicity or in any other way.
13.4 Please provide details of all products manufactured by the
Company which are or may become defective or do not
comply with any express or implied warranties.
13.5 Please provide details of any current, pending or
threatened inspections, proceedings, investigations or
inquiries by or before administrative or governmental
authorities in which the Company is or may become
involved.
14 Employment
14.1 Organogram of the management structure and the staffing
structure.

provided
Partially
provided
To be provided
(2) current insurance policies taken out by or for the
benefit of the Company;
(3) name of the relevant insurance company;
(4) details of the policy number;
(5) details of classes of risks covered and the amount
insured;
(6) annual premiums on all insurance policies;
(7) details of renewal dates;
(8) details of claims history for the last 3 years;
(9) details of any outstanding claims and
correspondence relating to legal advice given on
claims;
(10) details of any refusal to provide insurance or only to
provide on special terms; and
(11) details of arrangements that may be made to
transfer the insurance policies to the purchase.
16 Anti-bribery and corruption
16.1 Full details and copies, if any, of the Company’s anti-bribery
and corruption (ABC) policies and procedures, including
but not limited to any anti-fraud, gifts, entertainment &
hospitality, conflicts of interests, facilitation payment
policies and policies dealing with interactions with public
officials or politically exposed persons.
16.2 Details of the Company’s whistleblowing procedures, if any,
and indicate whether the Company provides secure and

provided
Partially
provided
To be provided
(3) the appointed health and safety managers,
representatives and health and safety committee.
In this regard, please supply copies of all material
certificates of competency, certificates of appointed
responsible persons, registrations and declarations
of the Company relating to health and safety
matters; and
(4) any circumstances which have led or may lead to
the health and safety authorities imposing
restrictions or requirements on the Company's
operations which could result in material liabilities
or otherwise have a material effect on the
Company's operations.

Financial information request list
Financial- Requested information and documents Response Fully
provided
Partially
provided
To be provided
1 Corporate overview
1.1 Details of any corporate acquisitions and disposals in the
period, the impact on the financial results and related
documents and agreements.
1.2 Description and details of business conducted with,
dependencies on and balances held by or with all
shareholders and other related parties. Provide details of
impact on all line items. Same information for government
and quasi government organisations.
1.3 Copy of minutes of the board of directors meetings, or any
other relevant exco or operational meetings, for the past
three years.
1.4 Details of management and operating structure including
the level of integration and sharing of systems and
resources within the group and with related parties.
1.5 Details of any restrictions on the conduct of the business
(e.g. undertakings provided to the government or
competition authorities).
2 Financial information
2.1 Copy of audited financial statements for the last three fiscal
years for the consolidated results of the Company and for

Financial- Requested information and documents Response Fully
provided
Partially
provided
To be provided
4.6 Impact of non-recurring and unusual items on financial
results (e.g. exceptional items, accounting policy changes,
etc.).
5 Financial information – current trading and business plan
5.1 Current year actual trading compared to budget and
equivalent period for prior year with reasons for variances.
5.2 Current year budget and management’s latest view of
expected out-turn for the current financial year.
5.3 Strategic plans including studies commissioned by third
parties.
5.4 Actual results compared to budget for last 3 fiscal years
with reasons for variances.
5.5 Detailed financial forecasts (including key assumptions,
budgets, financial models and stress / scenario analysis) for
available forecast period.
5.6 Expansion and implementation plans
6 Financial information – Control framework and governance
6.1 Details of risk framework (ERM including risk appetite) and
processes for managing risk.
6.2 Details of the internal control framework including internal
audit.

1
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