This page summarises the basis on which Leyland Capital Limited provides its mergers and acquisitions and corporate finance advisory services. Our full Terms of Business are provided with every engagement letter and, together with that letter, form the agreement between us.
About us
Leyland Capital Limited is a company registered in England and Wales, company number 13725136, VAT registration number 432362911, with its registered office at Ferry Road Office Park, Chandler House No. 7, Ferry Road, Preston PR2 2YH.
Professional obligations
In line with the Provision of Services Regulations 2009, we confirm the following.
- Our Managing Director, Christian Hitchen, is a member of the Institute of Chartered Accountants in England and Wales (ICAEW), membership number 2897404. Details can be found on the ICAEW register at find.icaew.com.
- In his conduct he is subject to the ICAEW Code of Ethics, which can be found at icaew.com/regulation.
- Our professional indemnity insurance is provided by Hiscox Underwriting Limited, with worldwide cover where legally permissible, excluding the USA and Canada.
- Leyland Capital Limited is not authorised or regulated by the Financial Conduct Authority. Where regulated investment advice is needed, we will refer you to an appropriately authorised firm.
Our engagement
Each engagement is confirmed in a written engagement letter setting out the scope of our work, our fees and any specific terms. Our Terms of Business are incorporated into that letter, and if the two conflict, the engagement letter prevails. We act only for the client named in the engagement letter, as a contracting party rather than in a fiduciary capacity, and not for any other party to a transaction.
Scope of our services
Our services may include sell-side and buy-side advisory, Management Buy-Outs, Indicative Valuation Reports, exit planning, fundraising and related corporate finance advice, as agreed in the engagement letter. We do not provide legal, tax, accounting or audit advice, or carry out due diligence, unless agreed in writing. We will work alongside your other professional advisers, who you engage directly and who remain responsible for their own advice.
Fees and expenses
Our fees are agreed in writing in the engagement letter and may include fixed fees, staged payments and a success fee payable on completion of a transaction. Reasonable costs and expenses incurred on your behalf are recharged, and VAT is added where applicable. Unless the engagement letter provides otherwise, invoices are payable on presentation. If any commission or other benefit becomes payable to us in connection with a transaction, we will tell you in writing.
Your responsibilities
You agree to provide promptly the information we reasonably need, to make sure it is complete, accurate and not misleading, and to tell us if anything changes. We rely on the information you and your other advisers provide without independent verification. Business plans and forecasts remain the responsibility of the shareholders, as do all commercial decisions, including whether to proceed with a transaction.
Confidentiality and use of our advice
We hold information about your business in strict confidence and disclose it only as needed to provide our services, with your consent, or where required by law or regulation. Our reports and advice are for your use only and may not be shared with or relied on by any third party without our written consent.
Conflicts of interest
We will tell you straight away if we become aware of a conflict of interest that affects you. We will manage it in line with the ICAEW Code of Ethics, and if it cannot be managed in a way that protects your interests, we will stop acting.
Anti-money laundering
We are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations to verify the identity of our clients and their beneficial owners and to keep records of that evidence. We must report any knowledge or suspicion of money laundering to the National Crime Agency and may be prevented by law from discussing this with you.
Liability
We perform our services with reasonable skill and care. Our services are not an audit and are not designed to detect fraud. Our liability is limited as set out in our full Terms of Business and the engagement letter, including an aggregate liability cap, and we are not liable for loss caused by false, misleading or incomplete information, or by the acts or advice of other parties. Nothing limits our liability for fraud or any liability that cannot be limited by law.
Ending an engagement
Withdrawal and termination are set out in the engagement letter and our full Terms of Business. Fees and expenses already incurred remain payable when an engagement ends.
Personal information and anti-bribery
We handle personal information in line with UK data protection law and our Privacy Policy. We take a zero-tolerance approach to bribery and corruption and comply with the Bribery Act 2010.
Complaints
If you are dissatisfied with our service, please contact Christian Hitchen, Managing Director, at christian.hitchen@leylandcapital.co.uk or at our registered office. We will look into any complaint carefully and promptly and do everything reasonable to put things right. If you are still not satisfied, you may refer the matter to the ICAEW.
Governing law
Our engagements are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. No one other than the parties to an engagement has any right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999, except as our full Terms of Business provide.