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Bonham Coutts

Due diligence

Our assessment process.

Every opportunity passes through twelve stages before it is presented to anyone. The outcome of each stage is recorded, and any stage can stop the process.

What this is, and what it is not

This is our own assessment process. It is not a regulated activity, it is not an audit, and it is not a substitute for the due diligence you carry out yourself or commission from your own advisers.

We describe it here so that you know exactly what has and has not been done before an opportunity reaches you. Where we could not verify something, we say so on the opportunity itself rather than leaving a silence.

1. Initial opportunity screening

Does this fit what we do, and is there any obvious reason it should not proceed? Most opportunities end here, and quickly. It is better for everyone that they do.

2. Company verification

  • Companies House record: incorporation, filing history, charges, officers.
  • Confirmation that the entity presenting the opportunity is the entity that will receive the investment.
  • Share capital and existing shareholder position.
  • Any adverse public record.

3. Management review

Who is running this, what have they done before, and does their record support what they are proposing to do now? We check directorship histories, including previous insolvencies and disqualifications.

4. Corporate documentation

  • Articles of association and any shareholders' agreement.
  • Board minutes and authority to raise.
  • Existing investor rights, including pre-emption and consent provisions.
  • Material contracts and any encumbrance over assets.

5. Financial review

Filed accounts where they exist, management accounts where they do not, and the relationship between the two. We look at cash position, burn rate, liabilities and whether the raise is sized correctly for what it is meant to achieve.

Where figures are unaudited, we say so.

6. Business plan review

We test the plan against the accounts and against the market. Assumptions are separated from facts, and forecasts are treated as forecasts — including on the opportunity page, where they are labelled as such.

7. Project feasibility

For project-based opportunities: can this be delivered, at this cost, in this time, with these people? Costed independently where the scale justifies it.

8. Market assessment

  • Is the market real, and is it the size claimed?
  • Who else is in it, and why would a customer choose this instead?
  • What would have to be true about the market for the plan to work?

9. Legal and compliance review

  • The legal structure of the investment and the instrument being offered.
  • Where SEIS or EIS is claimed: whether the conditions are met, and what must continue to be true afterwards.
  • Whether the opportunity can lawfully be communicated, to whom, and on what basis.
  • Sanctions, anti-money-laundering and source-of-funds considerations.

10. Risk assessment

We set out the risks specific to this opportunity — not a generic list. If a risk is material and we know about it, it appears on the opportunity page whether or not it helps the raise.

11. Documentation review

Every document that will be placed in the data room is checked for consistency with everything else. Contradictions between a pitch deck and a set of accounts are common, and they are always significant.

12. Promotion decision

A recorded decision on whether the opportunity may be presented, to which categories of qualified investor, and with what warnings and conditions attached. A decision not to proceed is recorded in the same way.

This decision is reviewed if anything material changes.

What we cannot tell you

No assessment process eliminates risk. We can tell you what we examined and what we found. We cannot tell you that an investment will succeed, and we cannot tell you whether it is right for you — that depends on your circumstances, and you may wish to take independent advice on it.

See: Risk warning.