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Maximise Your Exit Strategy: The Benefits of Employee Ownership Trusts (EOTs) for Business Owners – Richard Cowley

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Maximise Your Exit Strategy: The Benefits of Employee Ownership Trusts (EOTs) for Business Owners – Richard Cowley

By , November 24, 2023
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Are you a business owner looking to secure a smooth exit strategy while also ensuring financial benefits for both yourself and your employees? Employee Ownership Trusts (EOTs) might just be the solution you’ve been searching for. In this episode of Exit Insights, Richard Cowley, an expert in EOTs, shared some valuable insights on how EOTs can help you successfully transition ownership of your business.

One key aspect Richard discussed was the valuation and pricing process in EOT transactions. Understanding this process empowers you to make informed decisions about the value of your business and negotiate fair deals. By having this knowledge, you can ensure that you receive fair value for your business and optimise your financial return.

But it doesn’t stop there. Future profitability and cash generation also play a crucial role in EOT valuations. Richard emphasised the importance of assessing these factors to determine the long-term sustainability and potential growth of your business. This knowledge allows you to maximise the value of your ownership transfer and secure a prosperous future for both you and your employees.

During our conversation, Richard also provided insights into how to effectively communicate and manage the reactions of key staff members during the transition to an EOT. This is vital to maintaining a motivated and engaged workforce throughout the process. By understanding and addressing their concerns, you can ensure a smooth and successful ownership transfer.

It’s also important to stay updated on the government’s response to the increasing popularity of EOTs. By remaining informed about any regulatory changes or incentives, you can adapt your exit strategy accordingly and take advantage of new opportunities.

Watch the episode here:

Welcome to the podcast that’s dedicated to helping business owners to prepare for exit so you can maximise value and exit on your terms. This is the Exit Insights podcast presented by Succession Plus. I’m Darryl Bates-Brownsword, and today I’m joined by Richard Cowley. Richard Cowley founded a boutique consulting company called RM2. They’ve been going for about 25 years and all they do is focus on Employee Ownership. So I won’t try and present that any better. But Richard, welcome and thanks for joining me today.

That’s fine, Darryl, slight correction. Do I really look old enough to be running a founding a company 25 years ago? I didn’t find RM2, but I’m kind of running the EOT practice within RM2. Just a quick word of RM2 going for 25 years. We are the archetypal boutique advisory service because we just do employee ownership. We’re talking about EOTs today, but EOTs have only been in existence since 2014. Before that, we just did share schemes, and I describe as an EOT transaction is just another share scheme, but on steroids, where effectively the whole business gets sold to a trust.

The Government have created, I guess a huge incentive for business owners to exit to an EOT. But like everything, there’s got to be some pros and cons and perhaps today in our conversation, if we can explore EOTs, but we don’t have to be limited to EOTs. If they can be supplemented, cross fertilised with other bits and pieces, I’m sure there’s business owners out there going, hey, I’ve heard a lot about EOTs. We’ve had a couple of other people on the podcast talk about EOTs, but we may as well go to someone who deals with them every single day and is one of the most familiar in the UK marketplace. And I think, is it fair to say, shall we start with the first question? I think the UK is actually leading the world on this particular structure for employee ownership.

Yeah, I’d say so. I mean, there’s an employee ownership structure established in the US which has been around for a lot longer and has a lot more companies which have gone down the same sort of route, but it’s not the same as the UK model. So, UK model, it’s employee ownership trust, but the ownership comes in as that the existing owners sell to a trust which is set up specifically to buy the company. The employee ownership part of it comes in that they become beneficiaries of the trust. So the employees, on a classic EOT model, they don’t actually own any shares. They’re just beneficiaries of the trust, basically. An employee ownership trust set up by legislation. It is different from the US model, where actually it’s more about sort of direct ownership. And yes, employees kind of own shares in their own rights, but it’s fairly new. There’s lots of other countries which are now looking at the model, getting quite excited about what we’re doing. There’s some real big benefits in terms of doing it the UK way. There’s also some downsides, particularly to employees, but those can be mitigated by sort of setting up a model which works for the particular company you’ve mentioned. One of the ways you can do this is actually put a classic share scheme and sort of a normal share scheme on the back of an EOT transaction, which can work extremely well, which we can get into in a little bit more detail, if you like.

Let’s explore this, because I want to explore in real, if I like basic terms, a partly to clarify my understanding, but most business owners aren’t familiar with a lot of the jargon and financial structures that are used to do clever things like this, often for protection and also for tax advantages. So why don’t I start and go, hey, look, you mentioned very clearly that the employees don’t own the business. The trust owns the business and the employees are beneficiaries of the trust. What does this mean in layman’s terms? If the employees don’t own the business and the trust do, who is this trust and how does that work?

Yeah, it’s a good question, but actually it’s very unusual. But it’s really quite an easy concept to get your head around, as long as you kind of look at the trust in the right way. Remember when I first came in and I was sort of first introduced to it, I was going, how does that all work? Is the whole business going to be run on committee or what have you? It’s not at all. I liken to the trust to effectively, it’s like an individual who’s invested in the business. Trouble is, they don’t have any money to invest in the business, so they buy the shares at a point in time and they give the owner, the existing owner, a large IOU, saying that, I’m going to pay for these shares over a particular point in time. Now, they then own the company and they take funds from the company. That may be funds which already in existence. It works extremely well if a company has some kind of cash reserves within the business, because that can be paid over to the owner immediately. And generally speaking, there’s profits paid over, over a period of time, four, five, six years or so, depending on the performance of the company. So the trust is the shareholder, but the link to the colleagues is that they are beneficiaries of the trust. However, the true benefit to the financial benefit to the colleagues is that once the owner is paid. So this may be a bit of a lag to the colleagues getting true benefits, financial benefits from the transaction. The profits are then there’s no one to pay out, there’s no owner to take dividends, so the profits of the business are sort of shared amongst the colleagues via bonuses, which are paid out of the business.

Some, I guess the attractiveness of the packaging of this structure is that those bonuses you talked about can be paid up to a certain amount to employees or beneficiaries tax free, can’t they?

Yeah. Well, there’s two tax benefits to the actual transaction. Headline one, owners can pay completely CGT free corporation, capital gains tax free, 100% relief. The second one is for the colleagues, so they can be paid up to 3600 tax free every year. And it doesn’t need to be accrued. It happens as soon as the transaction takes place, literally the next day, you could pay your colleagues a bonus. 3600 tax free, income tax free, you still got to pay national Insurance, unfortunately.

Yeah. And if you get paid more, if you get paid more than that, that allowance, you just pay tax on it, I take it?

Yeah. In fact, it’s not compulsory that you have to use the tax free benefit. Personally, I should have mentioned that RM2 is actually an employee owned business. So we take the view we can pay our colleagues a proportion of their salary tax free. So we’d be crazy not to. And we can afford to pay it. So we max out on the 3600. Above that, it’s purely discretionary. It all comes out of pay, but you have to pay the tax as well as the national insurance. It’s a normal bonus.

Yeah. Okay. And one of the other, I guess, benefits of the business being owned by a trust as opposed to all of the employees, is you haven’t got a massive share register to maintain and keep all of the documents up house and all of the complications of a number of shareholders. You now basically got one shareholder, assuming the trust owns 100%.

Yeah most of our clients, they don’t have a huge amount of owners. So you kind of maybe sort of tops five, six or so. I don’t think that’s really an issue. I think it’s quite a smart idea, the way that sort of trust being set up, because the shares are bought by the trust and they’re in the trust pretty much forever. Your colleagues, they come into the business, they automatically become a beneficiary. You can have a qualifying period up to one year. They leave the business, they stop being a beneficiary. There are no share certificates to sign. There’s no filing to be done at company’s house. You don’t have to put it on your annual return or anything like that. There is no housekeeping. It just happens. So it’s really sort of usefully, sort of thought through. Another thing I kind of quite helpful to sort of describe. It’s very openly sort of said that the legislation is designed on the back of what John Lewis does. So think of John Lewis. It’s obviously the largest EOT owned business, albeit what’s an EOT when they was first set up 100 years ago. But everybody who comes into the business becomes a partner or one of the employee owners, and it just carries on from that point of view. I’ll put you in there are some really key benefits of doing an EOT transaction. Most of the owners that we come across, they are effectively looking at an exit, and some of them may well have gone down trying to find a third party buyer or a management buyout. The key benefit, the absolutely key benefit of doing an EOT transaction is the fact you don’t have to sell to somebody else, so you don’t have to go and find your buyer, you don’t have to negotiate with a buyer, don’t have to go through any kind of due diligence. Your buyer can just be created. It makes the whole sort of transaction a seller controlled transaction, and it’s incredibly gentle on the business. So you bring a new owner into a business, something is going to change. Almost certainly, this way you do the transaction, the owners can stay as directors of the business. There’s nothing in the legislation that says you have to exit the business at any particular point in time. You can stay as the directors. You may want to stay as the directors most do, because they are owed fairly substantial amounts of money. It will take a number of years to be paid off, and they kind of like to be in operational control of the business while that happens, while they do their succession planning. So it means nothing needs to change in the business immediately. We liken it to say, well, you’re changing the owner, you’re not changing the business. Most transactions, you change the owner, you’re going to change the business. In one way or another. It means that owners can sort of do the transaction in a timescale that suits them and then exit the company in a timescale that suits them, the business and their colleagues. So most people do. They do the transaction a good sort of five years before they actually plan to retire or exit or what have you, and then they’ve got plenty of time to do that succession plan. That’s the key benefit of doing an EOT transaction rather than sort of the CGT relief.

You use some interesting language there, Richard, and I’ll just explore and dig into that if I can. I like the way you said, look, the owners, can they give up legal control and control of the entity, but they don’t have to give up operational control. Did I understand that?

No, no, that’s absolutely right. So you sell the business to a trust. Again, think of the trust as kind of an individual investor sitting in Monte Carlo. He’s not very interested in running the business. Well, he’s not interested at all in running the business. He delegates the responsibility of running the business to the board. There is no obligation on the owner to change the management structure. In fact, there’s no obligation on the owner to even tell your colleagues that you’ve actually done the transaction. We’ve never had a client who’s ever done the transaction and kept it a secret, by the way.

I’ve heard of that happening and I think that’s a terrifying thought.

I have heard of it as well. But yes, I would suggest that what they were trying to do was something probably a little bit different from what they’re supposed to be doing in terms of passing control eventually over to their colleagues and what have you. We’ll leave that there.

We’ll let that slip and we’ll talk about the intent and what we want to achieve, because we’re thinking about owners who want a succession and then exit their business. We’ll explore that.

That is an important benefit, again, that you’re doing all these things. It’s a very gentle transaction. It’s a very easy transaction to do. And as well as the owner is getting a fair value for the business that they’re selling, they’re also passing something quite valuable along to the next generation of their colleagues and what have you.

So the owners exit the business from a control perspective, they can stay in assuming that’s what they want to do, and work over the next, let’s say, five years, because I think you said, on average, five to sevenish years that the debt is paid off. And so from a management perspective, they want to be in control on that and make sure they get their assume. So let’s just explore what happens if they sell the business to the EOT and they get paid off over five years. Nice round metric number. Five years, and what happens if the business doubles in growth over those next five years? Primarily down to, let’s call it the stewardship of the original founders, who have been continuing working to ensure they get their money. But over that period, they’ve doubled the value of the business. Hypothetically, is there any upside for them in that situation?

They get paid quicker. To be honest, we have had a number of transactions where the owners suspected that there was a great growth potential in the business, but they still wanted to exit. In that kind of situation, they may not sell 100% of their equity. There’s a number of rules that EOT transactions have to be compliant with. You would expect that in legislation. A key rule is that the trust always needs to own the majority of shares so they can own just 50% plus one share. It means there’s lots of scope for owners to just sort of sell a percentage of their holding. So say they sell 70%, they’ve still got 30% to enjoy some kind of capital growth. I did. I mean, we’ve had a number of clients who’ve done extremely well beyond the EOT transactions, and the owners tend to be very happy because they were happy with the price that they agreed in the first place. Again, it’s a seller control process. If they do the transaction with us, they are very much giving an input into the valuation of the business. They’re happy with the price, they get their money quicker and they can exit quicker.

Yeah, you’ve mentioned this seller control thing a couple of times, and valuation. So let’s explore that. Because you said it’s effectively. Well, it is. It’s an internal transaction. So how was the price agreed? How was the business valued, and how do they set a price?

I’ve just dropped one of my earphones out of my ear. Did you have a question? Yeah. It’s obviously a very important aspect of the transaction. Classic way of doing a valuation for a business is doing a multiple of EBITDA, historic EBITDA. Most transactions, EOT transactions, including our EOT transaction, will have valuations which will be using an historic EBITDA, and a multiple of which. Really we do before we get to that point, we’ve already basically, the value of your business, when you’re selling to an EOT transaction, is what your business can afford over a reasonable period of time. And therefore, if you’re looking at historic profitability, well, you’re not really looking at the right numbers. You got to kind of forecast how much cash is literally going to be generated by the business over the time period in which you’re expecting to be paid. So we’re looking more at the future profitability and cash generation. That is where we kind of talk to our clients, usually the owners, in terms of say, well, this is what we’re looking at. Your business in what’s affordable for your business will be paid off within a reasonable period of time. We share all our assumptions we’ve used. We share our model with our clients and we arrive at eventually a valuation that everybody is happy with. Usually at that point in time, they’re kind of getting discussions with, at the very least, their key staff. Key staff, as you can imagine, are super, super important in these transactions because the owners, they’re exiting, they need to hand over the business to somebody else plus they need to be these people. To stay in the business in order for them to actually receive the money that they’ve agreed that the business has to be sold at.

The key staff are typically the succession strategy, I take it, to run the business once the owners ultimately leave, in most situations, massively. And it’s really important to kind of understand the consequences of the transaction to those particular individuals and the reaction that they might have to the transaction. So if you’ve got your number two, who’s coming up, if his expectation says he’s going to have a management buyout funded one way or another, often they don’t have a sort of a plan. So he’s expecting to sort of take 60, 70, 80, 100 percent of the business. You start talking to him about doing an EOT transaction and he might not be very impressed by this. So you kind of need to understand what your key staff in particular want to get out of the future and how that’s going to fit in with the EOT transaction. If you start having those kind of thought processes, you then design the EOT transaction in order to actually hit the objectives for your key staff. Now they’re never going to own more than, they can’t own more than 49%, and you find that there’s more than one key staff member. This is where you hook into a share scheme on the back of an EOT transaction. And this is where you kind of incentivise, particularly your key staff, to stay within the business because you tell somebody, say, right, we’re doing this transaction, selling the business. I’m going to take all the profits for the next five years and I’m. Going to be paid tax free. And this is going to be absolutely brilliant. And they said, well, what’s in it for us? We said, oh, you have to wait five years, at which point you go, well, that doesn’t sound very good to us. So you incentivise them to stay. You say, actually what we’re going to do is we’re going to do a share scheme on the back of the transaction and we are going to give you options. This is all sort of tax efficient, sort of HMRC, EMI type scheme, tax efficient shares in order for you to actually buy in and take equity in the business. Downside for EOTs in terms of the colleagues up and coming EOT legislation is very much designed, think John Lewis, it’s all around income and profit share for colleagues. There is no design or it’s not designed in order to give any kind of capital return that might be important for your next generation. So if you want to give them an ability to do a capital return without selling the business lockstock and barrel, you have to do a share scheme. You have to give them their own personal equity. This works particularly well because of the quirk of the EOT transaction. So you’re selling your business, say you valued your business, say it’s 10 million-pound business. There’s a million pounds, which is cash reserves already in the business can be paid over to the owners. That’s paid off. It was really an equity value or an enterprise value of 9 million pounds, but it’s 9 million pounds of debt. To pay over the course of the next five years. If you did a paper valuation, you say, right, well, this business was worth 9 million pounds, but it’s got 9 million pounds of debt to pay. Well, it’s not worth a great deal. Sounds very negative. It is a fantastic opportunity to do a share scheme with your colleagues because they’re going to have value that they will be purchasing their shares out, which is very, not discounted, but a very low value.

Attractive.

Yes. So they buy it in. By the time they get their shares, it’s usually when the earners have been fully paid, the value is back up to a 9 million pounds and they get suddenly a sort of a tenfold increase in the value of their shares. Terms and conditions are attached to share schemes, though. You still have the good lever, bad lever conditions, yeah.

And if, let’s say, things don’t go. To plan and there’s a downturn in the business, or things don’t go to plan. How are these repayments to the founders, the original owners? How are they structured? Can they be written off? Can they be accelerated? Is there flexibility there?

Right. You sell your business at a particular price, but you are completely reliant on the business to generate the profits into the future in order to pay you off. Now, if you do the transaction, we will give you loan documents, we will give you repayment schedules. Most of our clients, frankly, we do these repayment schedules and they ignore them. They say, no, I’m just going to pay out cash when we can afford to pay out cash. So if the business does better than. Was expected, they get paid off quicker. If the business doesn’t do quite as well, then it might take more than five or six years. Right. Well, yes. So if it takes longer, you got a slight problem. If it takes a lot longer because you’re paying tax free out of a company that you used to own, it might have an issue with HMRC. We kind of get over that because this is not a legislation thing. This is an RM two practice. We put a sunset clause in, so we give a distinct amount of time for the repayments to be made. Because it’s not legislation, it’s pretty much. In discussion with the owners. You wouldn’t want an owner to still be being paid sort of plus ten years or so, because, one, it’s a risk to them in that it looks as though it’s starting to turn into income and not capital, then they haven’t got any relief in terms of income tax. But you have to ask yourself, is it fair? And your colleagues, when you’ve kind of done a transactions, talk to them about a five year repayment, and actually it’s taking much longer. It does lead us into a really important point in that owners take all the risk on an EOT transaction if the business fails. If it can’t repay the terms, because of whatever reason, third party transaction is the buyer who takes most of the risk. EOT transactions, if the business can’t afford to pay you, you’re not going to get paid.

I found it interesting and I can see the benefit of putting in a sunset clause. So you might say, look, we’ll have the debt paid off within five years again, just to pick a number. And if it’s not paid off by five years, do you write in some sort of penalties or clawback. There’s got to be a penalty if. There’s a sunset clause, I’m guessing.

Yeah. So sunset clause is effectively an automated sort of price reduction mechanism. We don’t talk to clients about putting. In any other sort of drawbacks in terms. We don’t put anything in to our legal documents unless clients ask them for and the kind of things. This is the exception. Darryl, this is unusual. So we’ve had clients who basically said, right, if the business can pay me back within three years, I’m going to discount it. I’ll give you a 10%, 20% discount. We’ve had owners who basically says, the future is a bit uncertain. We’re going to kind of go through maybe a bit of a rocky time. So I want to just make sure that I’m actually not overstating the value of the business. So what I’m going to do in a number of years time, I’m going to have another revaluation. And the terms of the sale document saying is there’s only one way the value could go and it’s downwards. So we’ve had that. But these are very much the exception. Most of them say no, the price is that we’re going to pay out. You do get some owners who pay out who knowingly allow their business to be valued with a discount attached. So they’re expecting to be paid off, but they’re kind of just saying, well, I’ve earned enough money. This is now down to you guys. So if you can pay me off in three years, all well and good, if it takes longer, the value of the business stays the same. It just takes longer to actually pay off. So generally nothing touches the valuation until you hit the buffers of the sunset clause and then everything’s written off. A question that some of your listeners might ask is say, well, if my colleagues are a bit of canny, when you get to sort of within 18 months of the sunset clause, they’re just not going to pay me because, yeah, I might be able to take action against them, but by the time I’ve got my case together, they’re going to be hitting the sunset clause and I’m absolutely stuffed. We put terms and conditions to stop that happening. Generally, in the vast majority of transactions that we have done, these are friendly transactions. They are done between people who kind of work together for sort of 10, 20 years.  I find that owners tend to undervalue their businesses. So owners tend to be sort of quite happy with a very prudent valuation and they really do want to pass on. They really care about their business and they really care about their employees, and they’re very pleased when they get all their money, especially if they get it quickly, because then they’re passing it over to their colleagues. And some of those colleagues, if they got a share scheme attached, they’re now in sort of life changing situations and they’re earning an awful lot more and they’ve got a valuable bit of equity which they can sell when they choose to retire.

Yeah, I think just in our experience, I’ve seen two types, and broadly categorising two types of business owners that go down the EOT route. One is that the owners have gone, look, I’ve worked with these people for a number of years. They’ve helped me grow the business, their involvement has helped grow the valuation of the business. I want to acknowledge that. I want to reward that I’ve extracted enough value out of the business, I’ve done really well. And if I can sell it for this and get this benefit over the next three years, that sets me up fantastic. And if I can ensure a smooth transition to make sure that they keep going. And we have a bit of a legacy that’s sort of category one, and so they really want to look after their employees. The other one that I’ve seen is and not had personal experience in, but is those that have gone well, I’ve tried selling it everywhere else. I can’t get a deal. It doesn’t look like anything’s going to happen. I’ll flip it to the EOT, I’ll get what I can and see what happens type of thing. It’s a last ditch resort, and maybe that’s the cynic in the marketplace, but I’ve really got nothing to sell. I haven’t built something that’s attractive to be acquired. So it’s a way of.

I don’t think that’s unusual because there’s quite a lot of businesses. This is the downside. Before EOT came along and was a mechanism that anyone could pretty much sell their business. There are certain businesses out there which just aren’t very attractive to third parties. Doesn’t mean they’re not a legitimate, profitable business. It’s just really difficult to sell. So we get a fair number of clients who have tried the third party track and they go to EOT and they sort know, in the early days, when people didn’t fully understand it, we were explaining it to owners and they say, well, where’s the catch? There is no catch. It really does work. It really works well. So they get the chance to exit their business and they get the chance to pass it over to the next generation of directors. We have had a few businesses where owners have not really expected their colleagues to step up to the plate. In fact, I’ve got a classic example of this where an owner was. He actually sold the business at a very prudent value because he was very keen to retire and he just didn’t have much confidence in his colleagues to actually take over the business. I know that that business paid their owner back super quickly and is now breaking all records in terms of turnover and profitability They’re doing a lot better without him. He’s really happy. But it’s a fantastic story because it’s just that the colleagues are now in a much better.

That classic business owner is a control freak issue. The amount of business owners that have built a business that runs, but essentially revolves around them, and there’s a big gap between them and the next layer. So they’ve built it. So you can only say what they’ve built, the value in the business, and they’ve limited that by the way they’ve structured it. And then you see the employees, as you’ve described, go, well, you kept a lid on us all these years. Now finally, we’re set free. We’ll show you what we’ve got. This is what you could have had all those years, effectively.

Yeah.

Richard, I’ve got one last question, because it’s a fascinating topic. We’re big fans of employee ownership and getting everyone aligned to the same values and outcomes and goals of the organisation that everyone in the organisation wins. But EOTs have been around a number of years now. I think they’re picking up in popularity every single year. How’s the government responded to the uptake of EOTs and now that they’ve got a few years experience under their belt, are there any changes on the horizon that they’re talking about? Perhaps wanting to refine things, tighten up, perhaps loosen up? Is there any talk?

Yeah. The legislation is supposed to be reviewed every five years. It started in 2014, but 2019, government was rather distracted on other stuff. They finally got round to do a consultation. So at the moment, we’re in a consultation process and it might result in some changes to legislation. The chat out there is that actually what changes might just try to be used to address what HMRC and others see as a potential abuse of the relief. So you enter a new relief and it’s kind of almost asserting that some people are going to try and abuse it. So there may be some minor tweaks to the legislation. In particular they’re talking. So at the moment, you could have your trust offshore, you can have it onshore. We generally think there’s a risk to putting it offshore, but anyway, we think that may, and we think it’s quite likely that that’s going to be outlawed. So you have to have your trust based in the UK. We haven’t talked about trustees. Probably just quickly mention in terms of trustees, they speak on behalf of the trust. You do need them. You’ll probably have at least three of them, but don’t worry too much about them. It’s not an onerous job. And the way I talk about trustees is trustees. Yes, they are the owners. Ultimately they’re in control, but they delegate the responsibility of running the business to the board of the business. At the moment, there’s nothing in the legislation about who your trustees can be. And I know there are businesses out there where all the previous owners are actually the trustees of the trust, if you’re one of them, suggest you probably should change that, because HMRC absolutely hate it. HMRC says you need to be able to demonstrate a change of control and it is likely that that’s going to be put into legislation. Not definite, but likely that’s going to be put into the definition, into the legislation. There’s also rumour that in order to make sure that the trust has some independence to the operational board, that you may need to have an independent trustee. I think that’s less likely because some of the businesses which are doing EOT transactions, they’re not very big, they’re not very profitable. And if you say, well, you have to employ this additional person who’s actually not going to do that much because he’s the trustee of the trust, but you got to pay him five grand, ten grand a year, it actually can make quite a dent in people’s profits. I think they may work that one out and say, actually, we’re not going to do that wholesale. There’s nothing about changing the fundamentals of the trust is created and buys the shares. There is a reason the legislation was put in place. The government believes that employee ownership is a good thing because it leads to a more engaged workforce, which leads to them realising that actually we can earn more by working harder and therefore they become more productive. It does work to a point. There are certain individuals who react really well to being in an employee owned business. There’s other individuals that it won’t make the slightest bit of difference, but the government still believe that, and I don’t think that’s going to mean that it’s going to disappear anytime soon.

Okay So in summary, I guess what I’m hearing is EOTs are here to stay. They’re gaining in popularity. We’ve got research now that we haven’t touched on this, but we’ve got research that shows that employee owned companies are more productive and more profitable than non-employee owned companies. I think that research is reflected globally or internationally wherever that research is conducted. Any final points, Richard, that you like? What’s a key takeaway you want listeners to take from our conversation today?

Yeah. If you are considering an exit. If you’re considering an exit, yes, a third party exit might generate the highest return because an EOT transaction just can’t give you a sort of a multiple of sort of plus seven, eight, nine times unless you’ve got a really fast growing profit level. But if you kind of sat cyber multiple sort of four, five times, it’s a very straightforward transaction to do, and you are genuinely passing something valuable and important onto your next generation, onto your colleagues. They really work. Yes, there’s some businesses that have not succeeded and have failed for one reason or the other. It’s generally not because they’ve been sold to an EOT. It’s generally because a mistake was made operationally. Or actually, the owners just moved out of the business a bit early and didn’t get their succession planning into place, or a mix of those. It really does work.

Or the business was in decline before it transacted to an EOT.

There’s lots of reasons why businesses don’t fail, don’t succeed. It’s generally not because you’ve done an OT transaction.

Brilliant. Richard Cowley, thanks for sharing your exit insights with us today.

Not a problem.

About Richard Cowley

Richard Cowley heads up the EOT practice of RM2. He qualified as a chartered accountant at PwC, but quickly moved into industry where he spend 25 years as a finance executive working in both quoted and private companies, including 10 years as a CFO/FD in successful SME companies, up to £600 million turnover. Richard has worked across a number of sectors including retail, media, logistics and professional services. He then launched his own consultancy business specialising in advising SMEs going through structural changes and preparing for sale.

Joining RM2 in 2018 to head up the EOT team, he recognised that the newly created EOT transaction approach would quickly establish itself with the potential of becoming a major route to exit for owners. This has proved to be correct. Under his leadership, RM2 has completed approximately 100 EOT transactions, making it one of the top 5 EOT advisors in terms of number of transactions. The majority of Richard’s career has been spent working in the types of companies he now advises, so he speaks the same jargon-free language as his clients. His clients’ EOT transactions are structured to ensure they work best for the owners, the companies and the colleagues. Richards’s knowledge of EOT Transactions, including the legislation that governs them, is second to none.

Outside of work, , Richard enjoys spending time with his family and friends. He is an enthusiastic cyclist and a begrudging triathlete, on account that he swims like a cat, and continues to wait for his call up from his beloved Wycombe Wanderers.

If you would like to learn more about how to start preparing your business, then you can get more information here: It All Begins with Insights.

Darryl Bates-Brownsword

Darryl Bates-Brownsword

CEO | Succession Plus UK

Darryl is a dynamic, driven Business Mentor and Coach with over 20 years of experience and passion for creating successful outcomes for founder-led businesses. He is a great connector, team builder, problem solver, and inspirer – showing the way through complexity to simplicity.

He has built 2 international multi-million turnover businesses; one now operating in 16 countries. His quick and analytical approach cuts through to the core issues quickly and identifying the context. He challenges the status quo and gets consistent, repeatable and reliable business results.

Originating in Australia, Darryl’s first career was as an Engineer in the Power Industry. Building businesses bought him to the UK in 2003 where he quickly developed a reputation for combining systems thinking with great creativity to get results in challenging situations.

A keen competitive cyclist, he also has a B Eng (Mech) Engineering and an MBA.