Mergers and Acquisitions

We can help you sell your business

We make you money in M & A, M&A, by writing a prospectus for you and then introducing you to a buyer and then working with you to secure a sale at top price.

This would include advice the legals and on the process.

The cost of using this services is usually a commission of 5% reducing to 1% levied on the seller only.

We only work for you as seller.

No-foal no fee.

Time and time again, we have secured deals for IFAs looking to exit. I have looked back at the records with some astonishment at how many deals I have put together. I say astonishment because so often the key part is simply the name, and my involvement has gone no further.

We generally follow a process as follows:

  1. Write up a full prospectus for sale which includes all the relevant information for the practice. This document often runs to between 30 and 100 pages long and should contain answers to all the relevant questions that a buyer could ask. A good document here will short circuit the due diligence process later on and allow for cleaner decisions and less time spend later on. Cost is £500 plus vat.
  2. Write up a basic invitation for offers - a summary of the above and send out to all parties.

The key information that this should contain is as follows:

  • Introduction
  • Summary
  • History
  • Staff - including CVs
  • Locations
  • New Biz book
  • Turnover records
  • PII details in ful
  • Key statistics on trail versus new biz etc
  • Accounts Info.
  • Confidentiality agreements

Proposed legal sale agreements are available later in the process, and should always come from you the seller where possible. I have about a dozen templates collected from the past.

  1. Write to interested parties and possibly advertise to a wider audience as well - all seller identities are anonymous at this stage.
  2. Gather up a short list of interested parties. Send to and receive from this list confidentiality statements.
  3. Send full prospectus to short list.
  4. Arrange interviews with you for those who wish to progress further.
  5. Set a rough time line for sealed bids.
  6. Agree bidder.
  7. Exchange contracts

All information is treated in the strictest confidentiality until agreement is made that parties may be approached.

If you are interested I can guarantee you that you will find this process alone quite interesting and that it will bring investors to your door.

It will save days and weeks of work if done correctly.

This is a fascinating time in IFA world with the new freedoms and firms around the world ľand a number of firms have recently been heavy spenders to secure distribution of their products.

With the end of bancassurance and networks the new players are tied agents with heavily controlled distribution.

I put together this table, which I think summarizes what sellers and buyers might expect

Function FCA liability Complaints Liability New business
Small IFAs:
Paying deferred consideration, meaning 70% of your income for the next ten years goes back to you the seller. The seller becomes an account manager and is released from any controlled function at the FCA.
Your personal liability to the FCA drops away after 3 years. The liability for misselling stays with the business, but the seller is now the account manager and has a chance to keeping the clients happy while he is there. The buyer firm takes on the goodwill of the business and of course the trail income. All new business that the buyer writes is paid 70% to the adviser and 30% to the seller.
Bigger Regional Medium sized IFAs and consolidators:
Swap the shares in your business for shares in theirs and together you go forward towards an exit. The bigger the entity the easier it is to sell, as the due diligence costs are a smaller proportion of the whole. Typical exit is planned floatation, or sale to bigger entity. Typical players are Listed AIM shares such as Lighthouse and AFH and Tavistock do not have any liquidity.
Also non listed firms operating in this market.
The liability stays as the seller remains involved for a minimum of 12 months in a advising capacity. Remains with seller. The seller becomes an RI/adviser, and probably earns 70%.
Provider Life office or Foreign firm, Typical players include Sanlam-Caerus, Old Mutual - Intrinsic, into the advice market.

They pay big money, in cash or shares. Price no object, but due dillagence must come in at 100% clean.
They buy the liability with 100 page legal agreements costing £10k to review. FCA liability for 3 years. They will take on complaints, after trying it on with complicated legal agreements. Seller is probably shown the door.

Obviously the bigger the buyer the better the deal for you the seller.

"I believe I am better qualified than anyone to help, having bought 5 or more businesses, and sold several of my own businesses - IFA/DFM business/Web design/ plus reversed the network Financial Ltd onto the AIM stock market shell Tavistock Financial Ltd, plus advised and helped numerous others through the same process"

Charlie palmer

November 2016

Charlie.Palmer@ifac.eu