EL0XX

PRIVATE AND CONFIDENTIAL

Information
Memorandum
Information Memorandum

Contents Bread & Butter

Introduction 2
The Owners of Bread & Butter have retained Nick Giles of
Business Overview 3
Link Business Broking Ltd (REA08) T/A LINK Auckland, to
The Brand 4 seek interested parties to purchase all of the assets of the
business as a going concern.
The Premises 5
This memorandum has been compiled for inspection by
The Customers 6
persons who are interested in the purchase of the operation
Reviews 7 trading under the name of Bread & Butter. Its purpose is to
provide a description of the trade and assets offered for sale
The Equipment 8 and the information contained has been provided under the
terms and conditions of the Confidentiality Agreement
Business in more detail 9 signed by an approved, interested party.
Milestones 10
The information contained herein has been provided by
Growth Opportunities 12 Bread & Butter in verbal form and the form of books, records
and accounts relating to the business.
Marketing 13
Price Breakdown 16 Such information has been accepted in good faith, and this
memorandum has been based on that information. However,
Sales Process 19 no warranty is given as to its accuracy or otherwise and the
onus lies with any prospective purchasers to verify the
Broker Profile 20 accuracy of the information contained herein.
Confidentiality 21
Interested parties should address all enquiries to:

Nick Giles
Head of Hospitality

M +64 21 676 832

E nick.giles@linkbusiness.co.nz

LINK Ellerslie
Level 1
401 Great South Road
Ellerslie
Auckland 1061
New Zealand

linkbusiness.co.nz
 Business Overview
Bread & Butter is an exceptionally well-known Auckland café and bakery.

Founded in 2012, Bread & Butter was born out of the Melba Group owners'
café experience and paired with Isabel Pasch's passion for the traditional,
ethical and sustainable production of sourdough bread. In 2019, Isabel took
over the business completely and continued where the partnership left off.

Bread & Butter is located in bustling Grey Lynn. The café is beautifully
presented and located at the front of the building while the bakery sits
behind it. As a renowned destination cafe, there is plenty of convenient
parking practically on the doorstep of Bread & Butter to ensure that
business is constant, steady and happy.

The café has always been a significant meeting place for friends, family and
business people alike. Customers aren't only drawn to the café because of
its delicious and reputable bread, but also because of its values-driven
approach to food and business. Prioritising healthy, organic and
environmentally friendly (and of course, incredibly tasty) food in a stunning
setting keeps repeat customers happily coming back... and new ones
intrigued!

Weekly sales at Bread & Butter's café sit impressively at $32,000 (inc GST)
on average, while between 50kg to 55kg of coffee (Espresso Workshop) is
sold per week on average. The best part? There is so much room for
growth!

Bread & Butter's bakery enjoys sales of around $45,000 per week.
Although best known for its sourdough, Bread & Butter's bakery produces a
wide range of European specialty breads and plenty of sweet treats. The
bakery sells to its own café and also to a wide range of wholesale
Rent Details
customers. In fact, 75% of the bakery's business comes from wholesale with
Current Rent p.a $220,000 plus GST the main customers being other cafes and specialty stores like Farro.

Commencement date 1 June 2022 The combined sales for the bakery and the café are on track for year-end
sales of around $4.05m (inc GST). This is a significant business with
Terms of Current Lease 2 years significant assets. The depreciated value of assets is still above $500,000!

Rights of Renewal two terms of ten

There is a secure lease in place and a good staff contingent. A new and
years
highly experienced Production Manager / Head Baker has joined the team.
Final Expiry 31 May 2044 Several of the bakery staff have been with the company for copious years
and the café’s Head Chef has dedicated seven years (and counting!) of his
Next Rent Review 1 June 2024 career to Bread & Butter so far.

ASKING PRICE Bread & Butter is certainly a busy business! It's well-established, has a
fantastic inventory of assets and has some invaluable talent and passion
Tangible Assets $530,000 behind the counters and mixing machines. However, like all hospitality
Intangible Assets $Expressions of Interest businesses, it has faced hardships over the last 3 years. Despite impressive
sales, the business hasn’t completely bounced back from COVID-19's
Total $Expressions of Interest
challenges yet.
Stock $ 25,000
It's time for a savvy, passionate and motivated new owner to steer this
incredible and potential-packed business back to peak profitability.
 E STO
L

NES
M
2012
In October, Bread & Butter Bakery &
Café was co-founded by Isabel Pasch
of Paris Berlin Organic Bakery and
Jens Dalhoff and Shawn Pope of
Melba Group. In November, the 2013
Opening of Ponsonby Central’s Little The year starts off strong and the
Bread & Butter Bakery commenced. Bread & Butter operation starts in
February. A month later, Bread &
Butter Café in Grey Lynn (HQ) opens.
Bread & Butter continue to expand
with growing its wholesale customer
base and also adding a regular
2014
presence at some Auckland weekend
Bread & Butter is featured in Metro markets.
Top 50 Cafes which brings a lot of
exposure. More top Auckland
customers are added. 2015

Opening of Bread & Butter Milford

2016 and another weekend market added.

Huge new customer is added!

Sourdough classes start & work on
recipe development of a new bun for 2018
BurgerFuel.
New production management
software is introduced which allows
for more streamlined processes,
online ordering for customers,
2019
production management, recipe
Collaboration with BurgerFuel on
planning & more.
Hemp Buns for monthly special.
Franchising plans come to the surface
and the planning of new store
openings starts. Ponsonby Central
closes the carpark & has a negative
effect on turnover at Little Bread &
Butter Bakery. The year ends on a Jan 2020
high as Bread & Butter is announced
Collaboration starts with Massy
as a Finalist for the Sustainable
University on Sourdough Research
Business Network Awards.
funded through Callaghan Innovation
with $45k.
 March 2020
April 2020
Pandemic closes all stores.
Opening of the online store in
cooperation with producers from the
Grey Lynn Farmers Market, with up to
200 customers a day.

May 2020
“Through the window” only trade
opens during level 3 at Grey Lynn
and Milford.
Aug/Sept 2020

Overhaul of brand & logo.

Dec 2020
Opening of the first new trial store for
the franchise concept “Bread & Butter
Whangaparaoa” inside the Coast
Jan/Feb 2021
Plaza Mall.
Bread & Butter Milford is sold, and
Renovation of the Grey Lynn Café is
done with the new branding
August 2021
implemented.
Little Bread & Butter is closed. The
combination of the carpark building
next door and the pandemic
permanently reduced trade by more
than 70%. The beginning of 11 weeks
of lockdown starts & the online store
is going strong. 2023
Bread & Butter has had its challenges
over the last 3 years. There is so
much growth potential for this
business and for a new owner to add
on to these milestones. Bread &
Butter can only go up from here!
 MEMPHIS SOLUTIONS
Information Memorandum

The Brand
"Humans have been eating bread for thousands of
years. At Bread & Butter, we see ourselves as part of
that long and ancient tradition and we treat our
breads and our people with the respect and love that
its long history commands."
What started with sourdough soon transformed into a
reputable brand based on healthy, traditional bread with
incredible taste at the forefront.

Bread & Butter created its reputation through consistent and

high-quality products, building a brand on taste and trust. Every
loaf of bread is made using ingredients from sustainable
farming practices. All flours, seeds and other bread ingredients
are either certified organic or certified sustaining, meaning they
are grown using regenerative agricultural principles.

Renowned for its spectacular baked goods, delectable

breakfast menu and community contributions, Bread & Butter
has amassed an impressive social media following and loyal
customer base. Bread & Butter is deeply embedded in the Grey
Lynn community, supporting and donating to local charities,
foundations, schools and food rescue platforms.

The brand is exceptionally well-respected in the hospitality

market-place. Many very well known cafes and restaurants
count the brand as one their key suppliers.
 MEMPHIS SOLUTIONS
Information Memorandum

The Product
The Bread & Butter Bakery instils a bread-based obsession in
all those who visit. The carb-loaded delicacies are a result of
hard work, dedication to the craft and a spoonful of science.

Isabel Pasch, the founder of Bread & Butter, has perfected the
art of making traditional bread and impressively built an
unshakeable reputation based on the craft she loves.

The business's bakery produces a wide range of delectable

items. In fact, there are around 100 individual products, ranging
from premium sourdough and speciality loaves to croissants
and gourmet sandwiches. The artisan loaves are a signature
staple of the brand and work to showcase the business's
passion for the products they make.

Every product Bread & Butter endeavours to create is done so

to the best of their abilities. The ingredients are carefully
chosen from suppliers that prioritise organic and free-range
products that support sustainable and regenerative farming.
Fermentation times are increased to encourage a deeper
development of flavours and texture.

Bread & Butter shares its love and passion for its products with
the wider community by hosting bread-making classes and
visiting farmer markets. When something tastes this good, it
needs to be shared!
 MEMPHIS SOLUTIONS
Information Memorandum

The Premises
Bread & Butter Bakery and Café is located in the quaint
and upmarket suburb of Grey Lynn. The predominately
residential area is home to many chic coffee shops and
boutique cafés. Bread & Butter stands out from the crowd
for many reasons.

The café / bakery is tucked behind a handful of stores,

including Farro and Citta Design. You could find Bread &
Butter by smell alone; the delectable aroma of freshly
baked bread is truly irresistible! The eatery has a sprawling
car park for visitors to the surrounding area to use.

The interior is warm and welcoming with a homely

ambiance, spacious sitting area and high ceilings. There is
seating for up to 100 people in a variety of areas from large
communal tables to intimate corners. There is even a
private meeting room available.

As you step through the door, you are greeted by the smell
of baked goods and strong coffee. The sun-soaked interior
has large north-facing windows, natural décor, wooden
accents and a soft colour palette. With a spatter of outside
seating, you can enjoy this venue, whatever the weather.

The wall opposite the main entrance is dominated by a

huge service counter with a gorgeous display of the
delicious baked goods that the business is famed for.
There is also a glimpse and a sense of what lies behind
the counter - the impressive bakery itself.

The bakery is spacious and superbly organised with a vast

array of baking equipment and ovens.
 MEMPHIS SOLUTIONS
Information Memorandum

The Customers
Customers are the heart and soul of hospitality; some would say they are the bread and butter of the industry!

THE CAFE

Bread & Butter Bakery and Café has created a reputable brand based on healthy, tasty, traditional bread. The
consistent quality of service and goods has resulted in a dedicated following of loyal and repeat customers.

Benefiting from locals, shoppers and employees from surrounding businesses, Bread & Butter experiences ample
foot traffic in the area, as well as exposure to those that park in the attached parking lot.

Bread & Butter’s online presence continues to expand and is an exciting area that a new owner could further
develop. The business enjoys over 7,300 followers (and growing) on their Instagram page.

WHOLESALE

The bakery supplies around 150 wholesale customers. Daily, the bakery receives between 35 and 65 wholesale
orders. There is a huge potential to expand the wholesale customer base, especially as a major player in the
industry has recently pulled out of the wholesale market.

Bread & Butter supplies a selection of boutique food stores with products including Farro and Huckleberry
locations. It also supplies several coffee companies with products for their Espresso outlets and, of course, many
famous cafes and restaurants rely on the company for their baked goods.

FARMERS MARKETS

Bread & Butter has always been well represented and received at weekend markets. They're also a valuable
source of income for the business. The markets also provide Bread & Butter with a fantastic opportunity to further
strengthen brand awareness and appreciation.
 MEMPHIS SOLUTIONS
Information Memorandum

The Assets
Both the café and bakery sections of the business are
exceptionally well-presented and significant asset, both
'tangible' and 'intangible' are for sale.

When the business was established in 2012, the owner

fitted out the entire business with quality commercial
equipment. Most of the assets were purchased brand
new - there were a few second-hand items.

The asset inventory is impressive with depreciated asset

values that still sit at over $500,000.

Every piece of equipment is very well maintained and

regularly serviced to keep Bread & Butter operating at the
top of its game.

Additionally, all Intellectual Property forms part of the sale

including all branding, recipes, know-how and marketing
collateral.

In addition to the 'tangible' assets there are significant

'intangible assets';

It is incredible to have a lease that runs to 2044!

There is significant Intellectual Property that forms part of

the sale and it is not limited to recipes, branding, know-
how, websites and pages, systems, and supplier and
customer relationships.

Significant energy has been spent over the years building

up the product range and fine-tuning the range to fit with
NZ tastes and the rigorous demand of wholesale
customers. All of this knowledge will be passed on to the
new owner.
 MEMPHIS SOLUTIONS
Information Memorandum

Asset Register
Whilst the list below is not exhaustive, it does give you an idea of the breadth and quality of the assets. A
comprehensive list can be provided upon request.

Cafe Asset List Bakery Asset List

Bread slicer Hercules Gazebo Frame
Chest freezer Hercules Gazebo Frame
Tefcold GF73 (QR3100)Serial number 1800660008 Hercules Gazebo Frame
Turbofan E32 Digital Convection Oven Display Gazebo Canopy-black
Cabinet Cossiag Variant Gazebo Canopy-black
GOGRF12 Countertop Glass Chilled Display with Gazebo Canopy-white
Stand Kolb Atollspeed 300H Oven - Black
Z Equipment Food Preperation Variant / PARA Meat Slicer - Nisbets
MOUNT SMBS12 Bench Slicer school chairs
Spiral mixer Outside awnings
Dough moulder Wallpaper for meeting room
Doughnut fryer Deocorative lighting
Bread slicer Stereo and speakers and cabling
Retarder proofer decorative lighting
Planetary mixer storage shelving
L shaped mixer 5 times whisk lampshades
Bun divider - Purchased from Paris-Berlin Stools
Various small equipment repayment for antique fridge
Various small equipment Outside awnings
Revent Oven 1 tea sets etc
Prover panel Till systems for shop
Baking trays Misc. Small equipment
Shelving unit storage tea sets etc
Payment to AND limited for architectural fees bread boards for serving meals on
Lighting package Intruder Alarm System
Lighting Dahua Surveillance Camera System
Computer equipment Floor gully
Shelving trolleys with bins Walk in Coolroom
Water Chiller Opening stainless package
Southern hospitality (deposit revent oven) Blendtec smoothie blender
Europa Maconi 4210 Heavy Duty Fixed Deck Electric Small equipment kitchen opening packa
Delta 60ltr planetary mixer Pie warmer
Waldorf Bratt Pan 3 x heat lamps
Friginox RR50A Fastchill /freezer Roband grill toaster
Lighting Roband panini press
Office Furniture Dishwasher glass - GLV
I-Pad & Case Kitchen delta underbench chiller
Europa Marconi Deck Stones and Glass Fage pizza oven and stand
ent and ovens.
 MEMPHIS SOLUTIONS
Information Memorandum

The Business
in more detail
STAFF
Working Owner: 1
Bakery Staff: 22
Cafe FOH: 9
Cafe Kitchen: 9

*Example of roster available by request

SEATING
Outdoor: 12
Indoor: 90
Legal capacity (inside and out): no limit

CURRENT TRADING HOURS

Monday to Friday 7am to 2.30pm
Saturday to Sunday 7.30am to 2.30pm

GENERAL
Food / Beverage - 75% / 25%
Menu / Cabinet - 68% / %32

Average weekly sales (cafe) :

MON $3,000 TUES $3,700 WED $3,600 THU $4,100
FRI $4,650 SAT $8,200 SUN $8,900

LIQUOR LICENCE
Full on-licence. 8am - 6.30pm

CARPARKS
7 included in the lease, sole use.
Plenty of shared carparks for customers

LEASE GUARANTEE
The current owner has a Personal
Guarantee in place.
Financial Commentary
Between 1st April 2022 and 31st March 2023, the business enjoyed combined sales of $3,517,460 excluding GST

The cafe side of the business accounted for 41.7% of sales and the bakery 58.3%. Bakery sales include sales to
Bread & Butter Cafe (the main customer).

Rent sits at just over 6% of sales.

The cafe accounts for just over 11% of Bakery sales and the Top 10 customers (including Bread & Butter Cafe)
account for around 27% of sales.

Food costs for the cafe have run at 38.86%.

Wages across the 2 units has run at 50.41% of sales. It is this area that has presented the greatest challenge to
the current owner and the area that offers the greatest opportunity for a new owner. Cafe wages have run at
47.6% and Bakery wages at 52%. Whilst bakeries are, traditionally, fairly labour intensive, the industry percentage
'norm' for day time cafe operations still sits at around 35%.

A new Production / Bakery Manager has been brought in to the business from overseas. This position has been
lacking over the last 10 months or so and, since he has started, he has already made significant improvements to
the efficiency of production.
Information Memorandum

Growth
Opportunities
The owner embarked on an ambitious expansion plan
that was scuppered by COVID-19. The idea was to build a
network of franchised cafes and pop-up stores under the
Bread & Butter brand with a trial store opening in
Whangaparaoa in December 2020. The business already
had a couple of other sites (Ponsonby and Milford). The
Milford site was eventually sold and the other 2 stores
had to close as a result of the Covid downturn.

The idea was to use the Grey Lynn hub as the 'central
kitchen/bakery' and provide products to the franchised
network. The business plans and store plans were all
drawn up and are still ready to go!

All the equipment for a new store is in storage waiting for

a new owner to roll things out. It will take some capital
investment and the current owner simply is not in a
position to now realise this expansion dream.

Bread & Butter has a large social media following and

strong standing within the community. It's a major brand
and whilst $4m (inc GST) of annual sales is impressive, it
is capable of so much more!

There is organic growth, of course. Both the cafe and

bakery have seen increases in sales following the end of
lock down. The wholesale business could grow
exponentially with a dynamic new owner at the helm.

A major competitor has pulled out of the wholesale

market recently presenting a superb opportunity for
growth in this sector.

Farmers Markets are another area where more focus

could be applied. These are a valuable source of revenue
and of branding.

Excuse the laboured pun - but all the ingredients really

are here for a very bright future!
 UST
C

O
MER
Amindha fernando
"Thank you Bread and Butter for being
there when I need it the most. The service
was super friendly and cheerful and the
coffees were excellent. A well deserved
10/10."

Gail Tasker
"Great little place for breakfast. Super
friendly staff and yummy food."

Liz Scott
"My favourite place in Grey Lynn.
A highlight is their homemade hash
browns."
F E E

Megan M.
"Great menu and counter items. Fast
and friendly service and very good
coffee. Would be very happy if this was
my local!"
D

B A C K
Information Memorandum

Marketing
Website: https://www.breadandbutter.nz/
Instagram: https://www.instagram.com/breadandbutter.nz
Facebook:
https://www.facebook.com/BreadandButterBakeryandCafe/
Information Memorandum
Information Memorandum

Further Information
Available On Request
 Information Memorandum

Purchase Price
Breakdown
Tangible Assets $530,000
Intangible Assets $Expressions of Interest
Total $Expressions of Interest
Stock $ 25,000

Structural
Tangible Assets
This represents the intellectual property and the
Tangible Assets are made up of the physical items
intellectual assets of a business enterprise, along
contained within the business and are best
with the other intangible components of its work
described as Plant and Fixtures & Fittings.
environment such as systems and processes,
culture and organisational capabilities. The
Plant and Fixtures & Fittings - this is the furniture,
following are owned or used by the company
kitchen equipment, leasehold improvements etc.
named above; company history & culture,
used within the business structure and being sold
management systems and processes, modern
with the business, and is generally stated at the
technology, location, lease and advertising
depreciated book value.
material.

Intangible Assets External

Intangible Assets are a business resource and

provide future productive benefits. They do not
have a physical or financial embodiment and can
best be described in three categories of Capital:
Human
The behaviours, skills, competences and tacit
knowledge of the workforce applied to productivity-
enhancing innovative activities. The following are
owned or used by the business ; Organisational
Structure, Key Employees and their employment
contracts, Training Policies as well as the Culture.
This represents the value of the businesses
relationships with customers, suppliers and
stakeholders with which it does business. The
following are owned or used by the Business
named above; Customer relationships, Branding
and Marketing, Strategic alliances, and supplier
relationships.
Stock
This is the average stock holding required to
sustain the business at its current levels of
performance and is generally valued at cost or an
agreed amount.
Information Memorandum
Information Memorandum
Sales Process
IF THIS INCREDIBLE BUSINESS SOUNDS LIKE THE NEXT
EXCITING CHAPTER OF YOUR STORY, THEN WE WOULD
LOVE TO MEET WITH YOU - BELOW ARE THE NEXT STEPS

Further detailed information and access to the business and management

team will be provided only to parties who demonstrate a keen and genuine
interest as well as the financial capacity to proceed with this acquisition.

To that end, the sale process will involve:

Interview with the LINK broker Nick Giles, provision of further information as
required/appropriate, under a confidentiality agreement.

Introduction to the Vendor and inspection of business premises if appropriate.

Submission of conditional offers (subject to due diligence) with a deposit payable through LINK.

Conclusion of due diligence by purchasers and their accountants/solicitors.

Under no circumstances may prospective purchasers make contact with management, employees,
suppliers, agents, or customers. without the prior consent of LINK who will then seek the Authority
of the Vendor.
 Information Memorandum

feel immediately comfortable once they learn that Nick

Nick is Head of Hospitality New Zealand at LINK.
Whilst he has a strategic focus developing the has been through the process and understands what
they are experiencing. Whether you are an
Hospitality team nationwide, Nick is still very much
experienced café or restaurant owner or someone
a broker at heart and is still selling!
looking for their first step in the exciting world of
hospitality, Nick is always happy to chat.
Nick loves hospitality! He likes it so much that he
bought his own cafe! Some 15 years ago, he left his
If you are thinking of selling your business, either now
office job and spent 6 months researching and
or in the future, Nick is always happy to pop around for
learning everything he could about cafes before
a Flat White (no sugar) and a chat.
buying Roasted Addition cafe in Kingsland. Having
enjoyed the experience of buying,
Seven reasons to work with Nick:
running (for 5 years) and then selling his own café
• Direct experience of having bought, run and sold his
business, Nick turned his attention to helping other
own hospitality business
hospitality owners sell their businesses.
• Over $100M of hospitality business sales
• Consistently among the top sales performers across
Nick has been in the top 3 sales people at
all sectors
Link Business Broking Ltd for the last 10 years
• One of the best known and most successful brokers
running and has been involved in the sale of over
in the sector
$100M of hospitality businesses! At LINK’s
• A wealth of industry-specific knowledge
International Conference in Fiji Nick won both
• Huge network of both buyers and sellers across the
the 2016 New Zealand Broker of the Year award
market
and the 2016 International Broker of the
• Experience in selling across all aspects of hospitality:
Year award.
cafes, restaurants, bars, wedding and conference
centres, hotels, food and beverage
He has also won the 2017 New Zealand Broker of
manufacturing and distribution, freehold going
the Year and 2017 International Broker of the
concerns
Year award and recently picked up 2020 Broker of
the Year for LINK’s Ellerslie office.

Nick’s passion is really understanding how each

business ticks both financially and operationally and
then finding out how to add the maximum value to
the business. Nick enjoys the process of helping
and advising buyers immensely. It can be a
daunting prospect buying a business and people

Broker Profile
Nick Giles
Head of Hospitality
LINK Ellerslie

M +64 21 676 832

E Nick.Giles@linkbusiness.co.nz
 Information Memorandum
Confidentiality & Disclaimer
Link Business Broking Limited (REA08) LINK provides
this Information Memorandum at the request of the
recipient with the authority of the Owners of (the
Vendor). It is provided for preliminary information
purposes only to a limited number of parties solely to
enable recipients to acquaint themselves with the
Vendor’s business.
The memorandum is confidential and is made available
to the recipient based on the confidentiality
undertakings that have already been given by the
recipient. Accordingly, this memorandum and the
information which is contained in it (together with any
information made available in connection with further
investigation, if any) and the fact that the Vendors or
LINK are holding discussions with the recipient
concerning the Vendor must be held in complete
confidence. Furthermore, this memorandum may not
be, disclosed or distributed to any other person without
the prior written consent of LINK.
In keeping with the terms of the confidentiality
undertakings provided by the recipient, this
memorandum must be returned together with all copies
of it immediately at the request of LINK. Any copies
created, in a media in which return of memorandum
content is not possible, must be destroyed upon
request of the memorandum’s return.
The memorandum has been prepared by LINK on the
basis of information supplied by the Vendors. All
forecasts, projections, estimates or opinions contained
in the memorandum represent the views held by the
Vendors as of the date of the memorandum’s
preparation. No representation or warranty is made as
to the accuracy or completeness of such forecasts,
projections, estimates or opinions, or as to the basis
upon which they are formulated, nor do the Vendors
accept any responsibility or LINK with regard thereto.
Neither the delivery of the memorandum nor any
contractual agreement concluded on the basis
thereof shall under any circumstances create any
implication that there has been no change in the
affairs of the Vendors since the date of the
memorandum or since the date as at which any
information contained in the memorandum is
expressed to be applicable.
This memorandum does not constitute an offer of any
kind. No contract or agreement providing for the sale
shall be deemed to exist between a recipient and the
Vendors unless and until a definitive sale agreement
has been executed and delivered. The Vendor has
no legal obligation of any kind whatsoever with
respect to any sale by virtue of the memorandum or
any other written or oral expression with respect to
such sale.
In completing this memorandum the Vendors and
LINK undertake no obligation to provide access to
any additional information. If further information is
provided, it will be on the same conditions as
provided in this memorandum. The Vendors and
LINK shall be free to conduct the sale process as they
may in their sole discretion determine including
without limitation, negotiating with any prospective
purchaser and entering into a definitive sale
agreement without prior notice to any other
prospective purchaser. Any procedures relating to
such sale may be changed at any time without notice
to recipients or any other person. No recipient or any
other person shall have any claim, whatsoever,
against the Vendors or any of their respective
directors, officers, shareholders, owners, affiliates or
agents arising out of or relating to the sale other than
as parties to a definitive sale agreement in
accordance with the terms thereof.