The UK is one of the most active M&A and investment markets, thanks to its sympathetic business tax regime and a huge array of start-up, fast-growth and multi-national businesses which attract interest from domestic and international investors and buyers.
Our specialist corporate finance team work closely with business owners, advisers and investors across London and the South East, helping to buy, sell, value, fundraise and advise on management buy-ins and buy-outs. Whilst time is usually of the essence in the transaction process, a strategic goal is equally important, which is why we work with many clients in preparing a company for sale over the long-term. In an increasingly global economy, we have developed strong international links and have acted on a wide range of cross-border transactions.
Every transaction has a different profile, influenced by the emotional and cultural elements of a particular business. As business owners ourselves, we have the expertise to understand your broader strategy and tailor our pro-active advice throughout the transaction process, to achieve a successful outcome.
“From start to finish, from the indicative valuation, through managing the sales process, due diligence and providing integrated tax advice (which tested all of our minds); the professionalism, support and guidance provided throughout by Roffe Swayne was exceptional.” (William Hayden, Director at Graham Wood Structural)
Whether you are buying your first business or expanding or diversifying your existing business portfolio, it is important that the commercial and financial dynamics of any transaction are fully explored before signing a sale and purchase agreement (SPA).
The buying process will begin with identifying and approaching potential acquisition targets, making an assessment of the strategic fit and financial due diligence requirements of each target and understanding its value from a market perspective. Once you have agreed a target, negotiations can begin with the business, prospective lenders and investors – the latter will wish to see a business plan, full financial forecast and funding details.
As soon as the purchase and funding structures are agreed, both parties will sign a non-binding heads of agreement. When the due diligence process is completed, this will lead to a binding SPA and you can then plan for the transition to new ownership.
Anyone contemplating buying a business will often require specialist accounting and tax assistance. We can support you throughout the buying process, with project management and financial due diligence, helping you to reach a successful outcome.
Our clients have often spent years investing in a brand, creating an assortment of impressive products and/or services and building a loyal customer base. When selling their business (or part of), they want the maximum value from the sale but may consider personal factors such as brand reputation and the staff remaining post-sale.
We can assist you during the entire sales process; from valuing your business and helping you market the business to find the right buyer, through to vetting the acquirer, handling negotiations and supporting you with tax planning. We also work with owners and directors on long-term exit planning; driven by personal circumstance and/or market conditions to sell their businesses at a certain point in the future. We help identify the value drivers that provide a competitive advantage and will lead to the business being sold at optimum value when it is taken to market.
Occasionally, clients bring a potential deal to us and simply require an ‘execution only’ service. We can help the seller to close the sale by pulling the legalities together, ensuring all documentation, due diligence and funding aspects are in place for a smooth transaction and to reduce the stress from the process.
Post-exit, we can review your future plans to consider how you could reinvest the proceeds in the most tax efficient manner, to ensure you have sufficient assets to achieve long-term personal financial goals such as generating income and family estate planning.
“The offer from Techsil came somewhat out of the blue, but Roffe Swayne helped me to evaluate its ramifications and then to move through the sale process, ensuring our interests and concerns were dealt with to achieve the best possible outcome. It was a very swift and efficient exercise.” (Chris Arnot, Owner of M-Tec)
“I have been very pleased with the service both Chris Brazier and the wider Roffe Swayne team have provided us with. Chris is highly capable and has always been very supportive, often going above and beyond the service levels I would have expected. I would have no hesitation in recommending Roffe Swayne to other prospective clients looking to sell their business.” (Neil Pilling, Founder of Earthing Risk Management)
During its life cycle, a business may consider raising finance as part of its funding strategy for growth. This may be internally driven (organic) or for acquisitions and mergers (inorganic). Fortunately, the UK has a very active financing market with an array of options across both equity and debt solutions.
Our specialist corporate finance team advise across the capital structure, working with you to determine and raise the right type and amount of capital for the right price.
We have strong relationships with private equity, venture capital and high-net-worth individuals, which provides our clients with access to equity capital. Equally our network covers the debt markets including those that provide asset finance and working capital funding.
For some clients, a management buy-out (MBO) or buy-in (MBI), can be the most efficient way to release value. Both can allow continuity of management and strategy, reassuring staff and other stakeholders in the process. MBOs allow the existing management team to purchase the business and continue their growth plan, whilst MBIs allow experienced individuals to buy into the business bringing additional skills and experience.
Our corporate finance team can assist at every phase of the transaction. This will include preparing feasibility studies, business plans and full financial forecasts, through to negotiating the deal and preparing the Heads of Terms. We advise throughout the purchase process to help ensure a smooth transition to the new owners.
Whether it is an acquisition, joint venture, merger or a disposal, making the right investment decision is paramount to any business. The decision is dependent on truly understanding the business – its strengths and weaknesses, its financials and value drivers, whilst evaluating opportunities and threats.
Our team will work closely with you in undertaking financial and tax due diligence, to identify the financial opportunities and potential key risks of a transaction. We will examine the business’ historical and current financial performance, management and tax structures and employee benefits and review financial projections for robustness. Cash generation, working capital requirements and the underlying assets and liabilities are key commercial drivers.
Integrating our corporate finance specialists into your project team encourages a successful outcome with focused decision-making and a quick response to any issues that arise.
“My thanks to Roffe Swayne for your constructive and pragmatic advice in relation to my recently-completed acquisition of interest in telemedicine business DanMedical Ltd. I’m happy to recommend you.” (Peter Couldery, CEO at DanMedical Ltd)
“It is not an easy process and finding a partner through this transition is essential. I can now thank the Roffe Swayne team for their unfailing support during this process.” (Peter Boardman, Director at Dunbar & Boardman)
Our team have a wealth of experience in valuing private businesses, be it in the context of a business acquisition or sale, or for tax related matters (for example in respect of capital gains tax calculations, incorporations, probate or EMI scheme setup).
We take a bespoke approach to each valuation engagement, ensuring that we fully appreciate the needs of our client to enable our work, output and costs to be tailored accordingly. Our commitment to every client is that we will take the time required to gain a detailed understanding of the business in question, as well as any other external factors affecting value – only then can we guarantee the most accurate possible valuation.