PROFESSIONAL CONNECTIONS

Who are RM2?
For thirty years RM2 has been providing advice and delivering solutions on all things relating to employee ownership. We have one of the UK’s most experienced teams in helping business owners realise value by selling their companies to Employee Ownership Trusts and designing/implementing employee share schemes that engage and motivate staff. We are recognised and endorsed by industry bodies, such as Employee Ownership Association and Proshare for the quality of our work and we pride ourselves on giving our clients practical solutions that meet their individual needs.

What services do we provide?
We provide a one stop shop for EOT transactions including:

• General advice relating to EOT transactions and EOT owned companies
• Produce all legal documents required for EOT transactions
• EOT Feasibility reports
• HMRC clearance applications and correspondence
• Company valuations.

Design and implementation of the following Employee share schemes:

• Enterprise Management Incentive (EMI) options
• Company share option plans
• Growth share plans
• Deferred share purchase plan
• Share Incentive Plans (SIP).

What experience do you have in the UK IFA wealth sector?
We have worked with two medium sized IFA firms on their EOT transactions. We understand there have been less than 10 transactions related in the IFA sector in total. RM2 has completed more than 60 EOT transactions in total.

What is our typical deal size?
There is no typical size. We have worked on deals of over £100 million and less than £1 million.

What is our typical advisory fee structure?
There is no typical fee structure. It is dependent on the client and the service being provided.

Who are RVE?
RVE Corporate Finance Limited is a specialist adviser focusing on Employee Ownership Trusts. Our small team comprises of former PwC Corporate Finance Directors and a highly experienced lawyer and between us we can provide a complete end-to-end service.

What services do we provide?
We are exclusively focused on Employee Ownership Trust sales.

What experience do we have in the UK IFA and wealth sector?
Many IFAs have made the switch to Employee Ownership, including Paradigm Norton, Heron House and Ovation Finance. It’s a highly appropriate business model for “partnership type” businesses.

What is our typical deal size?
We have advised on deals sized between £1.5 million and £275 million. Our typical client is sized between £10 million and £20 million.

What is our typical advisory fee structure?
We typically charge a percentage of the transaction value, although it can vary depending on the complexity of the deal. We are always less expensive than a normal trade sale process.

Who are Devonshires?
Devonshires is one of the top 200 Law Firms in the UK according to The Times ‘Best Law Firms’ ranking, recognised in both the 2021 and 2022 editions. The Devonshires team of pragmatic solicitors all have a broad range of experience within the corporate sector which means they can see how different pieces fit together rather than being pigeonholed into a narrow field of expertise. We provide our clients with a full range of corporate work.

What services do we provide?
M&A is central to our practice. Our team works across a wide range of sectors advising on:

• Purchases and sales of companies or their assets
• Transactional due diligence
• Strategic acquisitions for growth and its related equity structuring
• Management Buyouts/Buy-ins.

Our experience means we can focus on the key stress points that arise in transactions and guide our clients through the process efficiently.

What experience do we have in the UK IFA and wealth sector?
We have particular strength in transactions involving the sales of Independent Financial Advisers (IFAs). Within the last two years, our solicitors have acted on numerous sales of IFA practices to a variety of buyers including Amber River, Attivo, Perspective Financial Group and Finura Partners.

Our familiarity with IFA sales means that we can advise on areas that are distinct to this sector including:

• Structuring the transactions around receipt of approval from FCA for change of control
• Negotiation of advice indemnities
• Familiarity with the market position on restrictive covenants
• Review of service agreements for individuals remaining with the business
• Structuring of earn out provisions
• Consideration of capital adequacy requirements.

We often work with our specialist colleagues at Devonshires and draw on their expert knowledge in the areas of finance commercial, real estate, employment, competition and IP, to enable us to offer comprehensive transactional and advisory support.

What is our typical deal size?
We have acted on transactions with values from £2,000,000 to £15,000,000.

What is our typical advisory fee structure?
No deal is ever the same. We are happy to provide detailed fee estimates on a case by case basis.

Who are DMH Stallard?
DMH Stallard is an award-winning independent law firm with offices in Sussex, Surrey and London that works in partnership with some of the most successful organisations in the country. We deliver successful outcomes for businesses and individuals by providing tailored legal services with energy and creativity, backed by technical expertise. We are one of the few firms in the area genuinely focused on regional work; we offer a real alternative to City law firms and our clients have the confidence in our expertise to match them.

What services do we provide?
A compelling alternative to ‘Big Law’ for larger corporates and a natural partner for ambitious entrepreneurial businesses, our quality legal support allows businesses to manage risk, market their products, make sound investment choices, protect their workforce and their other assets, and deliver strategic goals. We offer a partner-led service which allows for quick decision making and strategic advice and this is complemented by a range of legal expertise and resources to deliver to tight timescales when needed. Our Corporate Team manage your transaction from start to finish, and draw on the expertise of other lawyers specialising in different disciplines within our practice (e.g. commercial and employment) as required. Our lawyers understand time pressures and the need for quick decisions conveyed in a simple manner. We pride ourselves on understanding you and your business, being easy to work with and delivering for you on what we have said.

What experience do we have in the UK IFA and wealth sector?
We have extensive experience in the UK IFA wealth sector. We have worked on a number of transactions in this area including most recently in 2020-2021:

• Skerritts – DMH Stallard’s Corporate Team advised the sole shareholder of successful IFA and wealth management business, Skerritt Consultants Limited, on a significant investment by private equity ‘buy and build’ specialists, Sovereign Capital Partners in order to develop the business further through organic and acquisitive growth.
• North Laine – DMH Stallard’s Corporate Team acted for the seller on the MBO of North Laine Financial Management, a Brighton based independent Chartered firm.
• HFS Milbourne – DMH Stallard’s Corporate Team acted for the owners of HFS Milbourne, one of the leading financial and investment advisory firms in Surrey, on their sale to Tilney Smith & Williamson, providing legal advice on the terms and structuring of the transaction throughout.

What is our typical deal size?
Whilst we routinely support large, complex transactions, our clients are typically entrepreneurial in style, preferring a responsive, focused corporate legal team that can deliver deals and add resource where needed. Clients range from owner-managers, entrepreneurs, directors of SMEs, mid-market and larger companies, those running complex capital market projects and AIM or smaller quoted companies, through to family businesses and professional practices. What defines our clients is their requirement for a high level of partner involvement and a willingness to be commercial and practical.

What is our typical advisory fee structure?
We are always open and transparent about our charges. We will manage the budget with you, giving regular cost updates. We offer a choice of options on fee structure:

• Headline hourly rates – fees are based on a cost guide based on our experience; the objective is to have the work completed to the necessary standard by the most cost effective and experienced professionals. Hourly rates vary according to a lawyer’s seniority and experience. Our final fee will be based on the time we spend, which means you pay only for what you need. If our work completes quickly and with minimal issues you pay less; however you can call on us for additional support if the deal becomes more complex and involved.
• Fixed fee – price certainty is very important to some clients. A fixed fee has to cover all eventualities for us and would, therefore, be above the top end of any confirmed cost guide. You will have complete budgetary predictability within some basic scoping requirements, but the fixed fee will be payable regardless of time spent.
• Success and abort fees – in relation to a transaction, some clients appreciate a degree of risk sharing in the event that the transaction does not proceed to its conclusion. Whether you elect to choose a headline hourly rate or a fixed fee option, we can offer success and abort fees.
• Unbundling – we can look at ways that work can be taken out of our scope of work and either shared with other advisers or your own teams.

Who are Excello Law?
Excello Law are a pioneering “agile” law firm with a partner-level network of over 130 solicitors, covering all elements of commercial law. With offices in London, Birmingham, Leicester, Manchester, Liverpool, Leeds and Chester and solicitors located in every corner of the UK and beyond, expert advice is available how and when required.

What services do we provide?
Excello has over 130 solicitors covering all types of commercial law, all with significant experience at key national and regional firms, so there is unlikely to be a commercial legal issue that one of our team hasn’t dealt with before.

What experience do we have in the UK IFA and wealth sector?
In recent years, we have been involved in several UK IFA wealth transactions, acting on both acquisition and exit sides of the deal which has provided an understanding of the dynamics of the sector from both perspectives. We have also been involved in acquisitions which have been externally financed by specialist funders and are therefore familiar with how they operate and the regulatory requirements imposed on the transaction.

What is our typical deal size?
We tend to work with small and medium size enterprises with average funds under advice of £60 million.

What is our typical advisory fee structure?
We don’t have one! One of the many benefits you get with the Excello model is that each lawyer has complete autonomy to create fee structures which best suit the circumstances of their work with clients. In our experience of IFA transactions, certainty of fees is usually the primary factor and we are therefore happy to provide a fixed or capped fee structure (usually with some contingency in case things don’t go according to plan).

Who are Foot Anstey?
We are one of the UK’s fastest growing law firms. Over our history we’ve grown from a high street firm to a significant regional and national player working with leading brands and individuals. We operate from seven bases: Bristol, Exeter, London, Plymouth, Southampton, Taunton and Truro, serving an national and international client base.

We care about contributing to the communities where we live and work and the Foot Anstey Foundation provides grants to local grassroots organisations.

What services do we provide?
Foot Anstey is a national law firm, which invests in people and technology to deliver value, quality and innovation to help clients achieve their strategic objectives. Our broad set of services enables us to be a trusted adviser to both corporate and private clients on a wide range of opportunities and challenges.

What experience do we have in the UK IFA and wealth sector?
Our Retail Financial Services Team is led by Alan Hughes who has over 20 years’ experience of advising clients in the UK Wealth sector. Alan leads a cross disciplinary team of specialised lawyers who advise regulated firms, and who use their deep sector expertise to collaborate on services tailored to the UK wealth sector. Our deal teams have extensive experience of acting on both the ‘buy’ and ‘sell’ side in UK wealth M&A, including acting for selling/buying shareholders of SME firms through to larger corporates and private equity-backed firms, and for both sellers and management teams on MBOs. We are commercial and pragmatic, providing a partner-led service focused on getting deals done, whilst protecting our clients’ position where necessary.

What is our typical deal size?
Our typical deal size is £1 million to £50 million.

What is our typical advisory fee structure?
We will spend time with our clients to understand a deal before putting together a quote that reflects the service required for that client and deal. We aim to achieve maximum transparency on fees, maintaining communication with clients when things change, and avoiding unwanted surprises.

Who are Shepherd and Wedderburn?
We are the largest Scottish-headquartered UK law firm, with an uncompromising commitment to client service at the highest level. From offices in Edinburgh, Glasgow, Aberdeen, London and Dublin, we deliver comprehensive, multi-jurisdictional legal advice across every sector and offer the full range of private wealth and tax services.

With a focus firmly on the future, we are proud to maintain our tradition of supporting innovation, economic growth and international commerce. Our clients range from private individuals and owner-managed businesses to FTSE 100 blue chips, AIM-listed companies and public service organisations.

What services do we provide?
The family business and wealth specialists in our private wealth and tax team work closely with a broad range of individuals and owner-managed businesses to support them with the legal issues they may encounter in running their business and managing their personal affairs.

At the core of our partner-led approach is a deep understanding and appreciation of our clients’ ambitions and objectives, and we tailor our service accordingly.

Our team also works closely with colleagues with relevant, specialist expertise across the firm and collaborates with other trusted advisers, if required, to ensure a seamless service for our clients.

We act for a variety of clients operating in the UK IFA wealth sector and are very experienced in advising on transactions involving the acquisition and disposal of companies and businesses active in this field.

Our specialists are embedded in the IFA market and our private wealth and tax lawyers have particularly close connections with IFAs, regularly working with advisers who use the Transact platform.

What is our typical deal size?
We work with a broad range of clients active in every sector of the economy, and this is reflected in the variety of deals in which we are involved.

As each client and their circumstances are different, we use the depth and breadth of expertise across the team, and the wider firm, to tailor our support accordingly and can support deals of any size.

What is our typical advisory fee structure?
Our fees vary depending on factors including our office location and the specialist lawyers involved. We are happy to provide more detailed fee arrangements on an individual basis.

Who are Catalyst Partners?
We provide bespoke merger and acquisition services to firms in the financial services sector. We provide a whole of market service to business owners looking to sell their business by giving them a full understanding of all the acquirers in the market to ensure the owners realise the full value for their business. For acquirers, we analyse the market to help the firm develop and execute a targeted acquisition strategy. We place a premium on building close relationships with our clients that reflect our commitment to securing an outcome that is centred on their needs and objectives.

What services do we provide?

• Strategic consultancy – to enable the business to address areas that will increase the embedded value.
  
• Market assessment – to enable business owners to gain a clear view on the types of buyer most likely to want to acquire their firm.
  
• Information memorandum – to design and build a document that profiles the firm effectively.
  
• Approaching buyers – to secure interest and commitment.
  
• Accompanied meetings – to facilitate discussion and selection of short-listed buyers.
  
• Negotiation – to support clients in obtaining the best terms.
  
• Selection – to assist clients in identifying a preferred buyer.
  
• Due diligence support – to help clients deal with requests for the supply of information to the acquirer.
  
• Liaison with legal and tax advisers – to ensure the legal and tax aspects are dealt with appropriately.

What experience do we have in the UK IFA and wealth sector?
We have each spent all of our working lives in financial services and can therefore provide our extensive market experience and expertise to both sellers and buyers to achieve the right outcomes. Our services are tailored rather than “one size fits all”. Roderic and John each has had over 40 years’ experience in the retail financial services market; Roderic’s experience has principally been with intermediary firm in a variety of senior management roles, whilst John, who is a Chartered Accountant, spent many years in M&A before managing a successful IFA firm.

What is our typical deal size?
There is no such thing as “typical”, however, the range is usually between £1 million and £25 million. On occasions, we have handled a few smaller transactions and on others, some larger ones.

What is our typical advisory fee structure?
We are paid by our clients, usually those selling their businesses, and not the buyer. This enables us to source the whole of the market, not just those buyers who pay introductory fees, thereby ensuring that all potential buyers are considered. Our success-relate fee is 3% of the total transaction value, and where share sales are involved, we do not usually need to charge VAT. For sizeable transactions exceeding £10m, we are prepared to negotiate a flat fee. Where we provide purely consultancy services, we charge fees, and our current rate is £250 per hour plus VAT and agreed out of pocket expenses. When we meet a would-be client for the first time, there is no charge; this meeting is an opportunity for us to get to know each other and mutually decide if we can help prospective clients achieve their objectives and if we can work with each other.

Who are Gunner & Co?
Gunner & Co. are the industry-leading partner for succession planning in the IFA and financial planning sector. Our proven track record in delivering deals nationally and our high-quality reputation for setting the professional standard in M&A brokerage will ensure business owners are fully prepared when the time comes to sell their business. Equally, Gunner & Co. has helped countless financial planning firms grow through acquisition, building strong pipelines of businesses looking to sell and managing the sale process to deliver successful outcomes.

What services do we provide?
Succession Planning development and consultancy, business sale brokerage, acquisition development and management.

What experience do we have in the UK IFA and wealth sector?
We only operate in the UK IFA sector. We are completely immersed in this sector and understand the value drivers better than anyone.

What is our typical deal size?
Typically purchase price of £1.5 million to £8 million.

What is our typical advisory fee structure?
All business brokerage fees are paid by the business buyer, as a percentage of deal value, contingent on success.

Who are IFA Mentor?
We provide management consultancy services to boutique Wealth Management firms drawing on the experience of the director who is a Chartered Accountant and Chartered Financial Planner and who has experience as a professional services regulator and as Finance Director of an AIM listed company.

What services do we provide?

• Corporate restructuring advice and task management
• Business plan and financial forecast preparation
• Funding application support
• Heads of terms drafting and review
• SPA process management
• Due diligence reviews
• Client transfer guidance
• FCA regulatory approval assistance.

What experience do we have in the UK IFA and wealth sector?
We have assisted both sellers and buyers of financial advice firms over a number of years. The key role in most cases has been task management of the sell or buy process on behalf of the client firm. The firm specialises in working with successful owner managers who have not had experience of selling or buying a business.

The firm has good contacts with a number of corporate lawyers, accountants and tax advisers that have experience of working with financial advice firms and thus understand the specific issues related to such firms.

What is our typical deal size?
The deals range from £500,000 to £3 million. Most have been structured as purchases of the business entity, but some as client bank purchases.

What is our typical advisory fee structure?
Fixed fees are available except for the sales and purchase agreement negotiation which can, from experience, be very variable in time commitment. Each service can be committed to separately (except valuation and funding application meeting attendance which are linked to other services).

Who are Kinetix Critchleys?
An independent corporate advisory boutique with blue chip investment banking track-record, supported by a 120 person accountancy and tax practice.

What services do we provide?

• M&A advice for both buyers and sellers of businesses
• Advice for equity and debt capital raising
• Valuations
• Buy-side due diligence
• Corporate NED services
• Tax planning (via our partner accountancy and tax practice partner firm).

What experience do we have in the UK IFA and wealth sector?
Kinetix Critchleys partner, Ray Barrett, is a former financial services sector investment banker at BNP Paribas, and before that, at PwC. His client list includes: Quilter (on its IPO), Aberdeen (acquisition of Coutts Asset Management and various capital raises), AWD (now Swiss Life) on its acquisition of Chase de Vere from Bank of Ireland, Phoenix Group (on its rights issue to finance the acquisition of Standard Life’s insurance business), Absolute Return Trust hedge fund (LSE placing and offer), Boussard & Gavaudan hedge fund (IPO and rights issue), private equity bidders for Bestinvest, Towry and True Potential and Barclays (disposal of its European life, pensions and savings business), and  advising on equity investments into AIM-listed wealth manager Tavistock Investments and IFA consolidator Chester Rose.

Specifically for IFA acquirers, as well as core M&A advice, we have track record in sourcing acquisition targets, arranging attractive acquisition debt and equity finance packages and devising acquisition offer structures that are both attractive to would-be sellers and reduce buy-side risk. We can also facilitate expert IFA sector-specific legal and due diligence advisers.

What is our typical deal size?
Our typical deal size is £3 million to £50 million, but we have advised on smaller than £3 million and significantly larger that £50 million.

What is our typical advisory fee structure?
We look to share with you in the risk and reward of the transaction: the vast majority of our fee is contingent upon completion.

• Our sell-side fee is normally a percentage of sale proceeds – paid by you only when you receive the money.
• Our buy-side fee is normally a fixed fee paid by you upon completion.
• Our capital raise fee is normally a percentage of capital raised paid by your company only when they receive the capital raise monies.
  

In addition, we normally ask for a modest up-front retainer to cover our initial costs.

Who are Kingmakers?
Kingmakers is an independent, privately owned consultancy, blending the disciplines of corporate finance and management consulting to help business owners plan and realise their growth and exit ambitions.

What services do we provide?
Our core proposition focuses on planning and includes an exploration of one’s goals, a rigorous assessment of the current situation and the development of a strategy and implementation plan. From there, we can assist with a range of growth projects as required. If a firm wishes to acquire as part of their growth plans, we assist with education, intellectual property and management assistance. We do not source opportunities or represent buyers in M&A transactions, only the seller.

What experience do we have in the UK IFA and wealth sector?
We have worked on around 270 M&A transactions in the financial advice market, with around 50 completions.

What is our typical deal size?
We can work with any shape or size of firm, but we add the most value to firms with multiple shareholders and a typical deal size (taxable value of transaction) is between £2 million and £10 million.

What is our typical advisory fee structure?
We work on a fixed fee basis for planning and project work and charge the seller a percentage of the business value on completion.

Who are Retiring IFA?
We are the largest mergers and acquisitions broker in the UK in terms of volume of sales and have been around for about 15 years. We are independent and work with the vast majority of buying parties in the UK.

What services do we provide?
We are not simply an introducer. A summary of the areas of a transaction we will help you on is as follows:

• We work with you, the selling party, in the months leading up to going to market and take you through our 4 pillars of preparation to ensure you don’t miss out on the best values or end up not getting the most desired suitor for the practice.
• We will work with both parties and manage the process from start to finish. We work with the selling parties in the months leading up to going to market and taking owners through our 4 pillars of preparation to ensure you don’t miss out on the best values or end up not getting the most desired suitor for the practice.
• Identifying the best buying parties in the market tailored to your business. We place large emphasis on both maximising the value you receive and also ensuring the more qualitive points are matched between the two businesses such as culture, financial planning style, staff fit and more.
• We act as the buffer zone during the offer negotiations to ensure a fair value is placed on the business as well as ensuring an optimal purchase structure and sufficient protection for any future payments for you as the selling party.
• Introduce and work with specialists to aid in the legal contracts and Due Diligence in your business and manage the process until completion.

What experience do we have in the UK IFA and wealth sector?
We advise on 70 – 90 transactions per year and have been advising on sales for around 15 years now. We have helped over one thousand IFA practice owners in the UK find the right home for their business during our time in the industry.

What is our typical deal size?
We advise on sales from £10 million FUM to sales of over £1 billion of assets. Our sweet spot is the sale of owner managed IFA practices where the principal(s) are looking to retire or slowly phase out of the business.

What is our typical advisory fee structure?
We charge the buyer a percentage of the deal amount.

Who are Wealth Holdings?
Wealth Holdings is a specialist consultancy firm focusing on mergers and acquisitions, succession planning and post-deal integration across the financial services industry. We have been involved in numerous financial services business over the years ranging from mergers and acquisitions, building IFA businesses from start-up through to sale, developing nationwide consolidation and franchise models. We pride ourselves on being practitioner based, so understand how to maximise value in any business we work with.

What services do we provide?
Below is an overview of some of the key aspects firms can expect from a Wealth Holdings engagement. Where required we can also provide a range of bespoke Professional Support Packages to make the process as cost effective, profitable and smooth as possible.

• Prospectus creation gather all the information required to understand your business objectives, culture and aspirations – enabling us to present your business in the best light.
• Matchmaking identification of a good fit based on company metrics as well as location, size and cultural fit to ensure both parties‘ interests are strongly aligned.
• Indicative offer – high-level due diligence performed to reach an indicative valuation of the seller as quickly as possible to ensure expectations are aligned.
• Heads of terms – no two deals are exactly alike, so we will guide and support you in reaching heads of terms on the correct deal structure in a timely fashion to ensure that you optimise deal value.
• Detailed due diligence – with collective experience in over 200 deals, we can facilitate collection of extensive, detailed due diligence which is held securely in a bespoke data room.
• Conclude transaction – working closely with an experienced legal team specialising in our sector, we will guide and support you to reach a successful conclusion that meets the business and other objectives of all parties.
• Transition plan – we will translate the legal agreement in the sale and purchase agreement into a detailed road map to successfully assimilate the selling firm into the buying firm, ensuring minimal disruption for clients.
• Integration – we will be by your side throughout the acquisition and integration to ensure successful outcome.

What is our typical deal size?
We work with a wide range of clients from sole traders to multiple adviser practices. Our largest active seller has around £200 million AUM and we have recently assisted 2 practices complete who averaged £30 million AUM.

What is our typical advisory fee structure?
We charge our fees to the buyer and offer a highly competitive brokerage fee based on the indicative figures below:

• 4% on the first £1 million
• 3% on the next £2 million
• 2% on the next £2 million
• Negotiable on £5 million.

Who are Zero Support?
We provide our expertise, insight and experience to firms looking to develop their businesses.

What services do we provide?
We support boards or individual board members, especially those looking to transition, grow and restructure their business.

What experience do we have in the UK IFA and wealth sector?
We have provided support services to advice firms since 1996, most notably at a national level, and more recently by providing NED and advisory support to a small portfolio of advice firms in the UK.

What is our typical deal size?
There is no set size as services are not focused solely on a transaction. We work with EOTs, for example and typically provide support to firms with £5 million to £10 million turnover, above £1 million EBITDA and 10+ advisers as they are usually the firms looking for support.

What is our typical advisory fee structure?
£30,000pa for NED positions and usually around £1000pm for advisory positions but this depends on the requirements of the role.