Preparing to sell a business requires more than just preparing the business itself. Owners should also prepare themselves for the sale process. While some recommend techniques like meditation to reduce stress, the best preparation comes from experience-based coaching from advisors who have negotiated many business sales. Coaching from BCMS Corporate is effective because they were established by entrepreneurs who have sold their own businesses before. Their experience ensures they can provide owners with the specific guidance needed to feel comfortable during negotiations and maximize the sale price. Personal preparation of the owner through experienced coaching is a key but often overlooked part of a successful business sale.

1. M &A NEWS FRO M B CM S CO R P O RAT E
OR AT SUM MER 2009
i D E A LA c h i e v i n g y o u r i d e a l e x i t
PREPARING
YOU TO SELL
Why personal
preparation can
be essential to a
successful company sale
www.bcmscorporate.com
INSIDE: FREE SERVICES DEAL COMPLETIONS PREPARING YOU TO SELL CHINA DEVELOPMENTS M&A SECTOR EXPERIENCE
INVESTORS IN PEOPLE N-XDs M&A TERMINOLOGY INTERNATIONAL NEWS PHILANTHROPY SUCCESS GALLERY

2. FREE SEMINARS
What exactly is our refreshingly different approach to the sale process of
privately owned companies and what makes it so successful at maximising
sale prices?
D uring our free, morning seminars we reveal how our approach to selling companies works and why this, as
opposed to the traditional methods, leads to a maximised sale price.
A step-by-step guide takes attendees through our sale process, from preparing a company for sale, contacting
potential acquirers and receiving offers through to price negotiation and sale completion. A fascinating
collection of case studies provide many invaluable lessons.
In addition, this seminar covers the four key issues which must be addressed if a maximised sale price is to be
achieved.
Our process achieves maximum offers which are, on average, 2.5 times higher than the initial offer received for a
company. This difference typically equates to the generation of hundreds of thousands or millions of pounds
more for business owners.
If you would like to book onto one of the seminars below, which attracted nearly 2,200 business owners last
year alone, please visit www.bcmscorporate.com or call 01635 296191. Our website also lists further seminar
dates and locations in 2009.
Next seminar dates
Tues 4th Aug Salisbury Salisbury Racecourse
Tues 11th Aug Cambridge The Belfry
Tues 18th Aug Edinburgh The Academy Holiday Inn
Wed 2nd Sept Huddersfield Bagdon Hall
Tues 8th Sept Nottingham The Belfry
Tues 15th Sept Maidenhead Fredrick’s Hotel
Tues 22nd Sept Exeter Woodbury Park
Tues 29th Sept Dudley Copthorne Merry Hill
Free and confidential business evaluation meetings
If you would like to discuss the sale of your company in more detail we offer free business
evaluation meetings at which you can discuss your exit plans and find out more about us
and how we can assist you in achieving a maximised sale price. To arrange a business
evaluation meeting please call 01635 296191.
Video interviews of past clients
Is our service really as good as we claim? Find out what six business owners, who used our refreshingly different
approach to sell their companies, thought of our process at www.bcmscorporate.com. Questions covering all
aspects of our service, from the initial stages right through to completion, ensure compelling viewing.
2

3. i D E A L
“I trust you will enjoy the articles in
our Summer issue of iDEAL.
The nature of our business gives us very
precise information on current business
activity in the UK, amongst both SME’s
and larger corporates. I have to say that
our observations are often at variance
with the so-called “official statistics.”
The trouble with statistics is that
anybody can put any slant on them which suits their
argument! I suppose that is why a cynic once said, “There are
lies, damn lies and statistics – in that order!”
In this issue of i D E A L BCMS Corporate is privileged to be in the front line when it
comes to observing the amount of business activity in the UK,
with hundreds of companies and business organizations
Deal completions page 4
A selection of just some of the deals BCMS Corporate has feeding us real up-to-the-minute sales and production data, as
completed in the last quarter well as forecasts of expected order levels. Every month we
speak with hundreds of M.D’s who tell us what is happening in
their market sector, how they are affected by the global
Preparing you to sell page 6
Preparing a business for sale is a recognised requirement economy and what they see happening in the future. Just as
but should business owners prepare themselves too? important, we speak to hundreds of potential acquirers to get
their perspective on current and future buying intentions.
A creative approach in China page 8 Here in the UK we have observed that over the last three
Expansion into China with the establishment of new links months there has been a welcome resurgence of activity in the
into the creative industry M&A market. For example, last month we located nearly 500
potential purchasers who expressed an interest in purchasing
our client companies and who were willing to sign NDA’s to
progress discussions. This compares favourably to the
Your questions answered page 10
interest we achieved early in 2008, before the financial crisis
Is specialist M&A help really necessary for your industry?
took hold. As further proof of acquirers serious buying
Invest in success page 11 intentions, we recorded as many accepted offers in June 2009
Our perspective on developing human resources as we did in June 2008.
and the IiP standard Sometimes purchasers have difficulty in financing an
acquisition, so we have set in place a panel of funding
Non-executive directors companies who may be able to assist a purchaser if he wishes
and private companies page 12 to borrow £2 million - £20 million, or even more.
Shuna Stirling from Brodies LLP on the role of N-XDs For any owner who is contemplating selling his/her business,
it may be appropriate to think of selling sooner than later.
First, as I mentioned, there are still plenty of interested buyers
in privately owned companies
out there despite all the doom and gloom you read about in
Terminology explained page 13
the Press, and second, it may be wise to take action before the
What is a ‘Heads of Terms’ document?
proposed new taxes hit both high earners and all businesses
International news page 14 in the next financial year.
In the meantime, I hope you find iDeal magazine stimulating
BCMS Corporate opens a new office in Canada
and helpful”.
Philanthropy page 15
Charitable work by BCMS Corporate staff
Brian Rebbettes - Chairman
iDEAL is published quarterly by BCMS Corporate, Kingsclere Park, Kingsclere, Newbury, Berkshire, RG20 4SW, UK and is copyright protected. Reproduction in whole or part without written permission is strictly prohibited.
While every care has been taken during the preparation of this magazine, BCMS Corporate cannot be held responsible for the accuracy of the information herein or for any consequence arising from it. BCMS Corporate
accepts no responsibility for the views expressed by contributors. Opinions expressed do not necessarily reflect BCMS Corporate policies. The articles in this magazine are intended to be for general information only and
should not be used as the basis for divestment decisions. BCMS Corporate, its staff and contributors do not accept any liability for any loss suffered by readers as a result of decisions made purely on the basis of the
contents of this publication.
Professional advice should be taken in relation to all divestment decisions. BCMS Corporate is a trading style of BCMS Corporate Limited.
3

4. BCMS Corporate• D e a l co m p l e t i o n s
Utility Cost Analysis sold to
fellow energy consultants M&C
BCMS Corporate has completed the sale of Utility Cost Analysis
(UCA) to fellow energy consultants McKinnon & Clarke (M&C).
U CA specialise in reducing the cost bills to date), safeguarding staff jobs strategically motivated potential
of electricity, gas and water for in the process. The new owners of the acquirers, after exhaustive research
industrial, commercial and public company, M&C, are one of the world’s and qualification, can pay off for both
sector organisations in the UK. best known energy consultants with a companies. There were natural
Headed up by Ashok Sharma, the network of offices throughout the UK, synergies between the two companies
company, which has offices in Europe, Asia and the US. because they both work in the energy
Maidstone and Stockport, approached Says Ashok Sharma, Managing consultancy sector, they had
BCMS Corporate on the Director of UCA: “We’re delighted to complementary client bases and there
recommendation of its accountant to have completed the sale to M&C with was a strong will to do the deal on
search for a suitable buyer to help the help of BCMS Corporate and look both sides from an early stage in
take the business forward. forward to working together to take negotiations. I am confident that UCA
BCMS Corporate were brought in by the business forward.” and its clients will benefit hugely
UCA to oversee the sale of the from now being part of the successful
Adds Steve Marston, Deal Leader at
business (which has helped over 350 M&C brand.”
BCMS Corporate: “This is a prime
clients save money on their utility example of how our aim of targeting
Empower expands its
Swedish operations to
industrial maintenance
The Finnish Empower Group, with 3,000 employees, has
acquired all shares in the Swedish Scancon Group, with 3
companies and 250 employees, specialising in mechanical
B
maintenance supplies.
ars Berglund, from BCMS effective BCMS Corporate process, are “Empower’s aim is to build a strong
Corporate’s Scandinavian office, still very attractive. In fact, as normal foothold in the Nordic Countries and
managed the project, assisted by his for a BCMS Corporate assisted sale, the Baltic Sea region in the energy,
colleague Göran Porse. Due to the the final sale price achieved for telecom and industry sectors. The
complexity of the Scancon Group and Scancon was more than double the acquisition of Scancon is a logical step
the impact of the present world first bid received. in our expansion strategy. The
financial situation on some potential “We wanted to strengthen Scancon’s acquisition will provide us with a
buyers, the process time was more position in Sweden, Finland and solid growth platform for expanding
prolonged than usual. From being Norway. The now contracted merger our services in the industry sector.
awarded the sales mandate to into Empower Group was regarded as The Scancon acquisition will
completion took close to 24 months the best option to implement this complement our existing competence
but nevertheless, the completion of growth strategy. By this change we in Finland”, says Aappo Kontu, the
this deal and many others over the also extend Scancon’s expertise to president of Empower Group.
last three months confirms that services for pulp and paper industry Both Scancon and Empower have en-
buyers are active and good segments”, said Bengt Öhrblad and thusiastically expressed their full
companies, when taken to market via Gunnar Spolander, the main satisfaction with the work done.
the comprehensive and highly shareholders of Scancon Group.
4

5. BCMS Corporate• D e a l co m p l et io n s
Deal summary
GB Seeds
Potential acquirers identified 276
BCMS Corporate Non-disclosure agreements signed 2*
Qualified acquirer shortlist 1
plants the perfect deal for 1st and revised offers
Deal duration (months)
1
11
GB Seeds * Only 3 potential acquirers contacted at client
request
Utility Cost Analysis
GB Seeds has been acquired by Masstock Arable Potential acquirers identified 191
in a multi-million pound deal. Non-disclosure agreements signed 38
G
Qualified acquirer shortlist 8
B Seeds, which is based in Corporate since the turn of the 1st and revised offers 2
Ingham, near Bury St year, and based on current
Edmunds, is one of the country’s activity, 2009 looks like being
Deal duration (months) 10
best-known independent seed another highly successful year.
wholesalers. Founded in 2000, Says David Cribbin, Managing
Deal summary key
following a buy-out from the long- Director of Masstock Arable: “The Potential acquirers identified: the number of prospects
established seed business of addition of the GB Seeds business identified by our in-house team of researchers through
George Burlingham and Sons, the strengthens Masstock’s existing
directors of the company, led by
their initial desk research.
seed offer which we view as
Managing Director, Richard strategically important for the
Non-disclosure agreements (NDA) signed: the number
Mason, had been looking for a future. GB Seeds bring
of NDA’s represents the number of potential acquirers
suitable buyer for the business. complementary seed processing
which have indicated an interest in our client’s business
BCMS Corporate was brought in expertise and as such offers us the
by requesting further information. Before this is given
by GB Seeds during the second opportunity to diversify into new
an ‘NDA’ is signed by them.
half of last year to oversee the sale markets.” Qualified shortlist: the result of an exhaustive process
of the £15m turnover business. Adds Sunita Meigh, Deal Leader undertaken by our project managers to ensure the most
The new owners of GB Seeds, at BCMS Corporate: “We are
Masstock Arable, are a leading
suitable potential acquirers are taken through to the
thrilled to have successfully
R&D-led supplier of agronomy
latter stages of the deal.
completed the sale on behalf of
advice, input products and farm the directors of GB Seeds and are
1st and revised offers: the result of our work to ensure
consultancy services based in confident that everyone within the
the post-deal benefits of the acquisition are clearly
Cheltenham. company will benefit hugely from
understood by the acquirers.
The sale of GB Seeds is one of being part of Masstock Arable Live to market: the point at which our specialist
many deals completed by BCMS moving forward. Prospect Generation Team start to speak to potential
acquirers about an opportunity to acquire a client
company.
5

6. BCMS Corporate• P r e p a r i n g yo u to se l l
Preparing
you to sell
Selling your business is likely to be a once-only experience, so how do you prepare for something which
you have no experience of? Preparation of your business and how to document its strengths is clearly
advisable but, often overlooked, is an important element of preparation – preparing you, the owner, for
the process. Ask any acquirer what is most important to them in making investment decisions –
invariably the ‘people’ factor will be number one or two on their list. Soft issues – chemistry, rapport,
culture, call them what you will, are key elements of selling a business.
I am sure like me, in certain is not to dismiss these methods of appreciation or mastery of soft
circumstances, things which you preparing for ‘out of your comfort issues), but the best qualified person,
would ordinarily ‘take in your stride’, zone’ events, some undoubtedly have at least in terms of knowledge is you,
suddenly become so much more merit, but shortcomings in this the owner, and given the right
difficult. This can happen, in instance are simply a product of the coaching, founded on our experience
particular, when you are out of your relative rarity of experience to of thousands of business sale
‘comfort zone’ and the implications underpin the advice. Most people negotiation meetings, this has to be
are so much more important than just never sell a business and those that the right option.
day-to-day events. Everyone has their do, rarely repeat the process, so most BCMS Corporate was established by
own ways of dealing with these of the available help is not specific entrepreneurs who have experienced
situations, some more effective than and relies on third-hand knowledge selling their own busineses
others. What all techniques fall back and possibly, a good deal of guess- previously. All the emotions, stresses
on though is preparation and work and assumption. and frustrations which occur when
practice. Literally thousands of books Clients frequently tell us that the selling a business, the Directors have
have been written on the subject of most daunting aspect of selling their experienced first-hand. This sobering
performing well in stressful or business is meeting and presenting to experience was the seed of the idea to
unfamiliar business situations and potential acquirers. Many acquirers include vendor ‘coaching’ as part of
there is no shortage of consultants are ‘old hands’ at negotiating with what we do today for our clients. To
and business coaches who will profess vendors and very aware of the get clients ready for face-to-face
to provide solutions. experience deficit on the part of the meetings with potential acquirers
When it comes to selling your seller in these situations. they all go through a ‘Dry-run’
business, generic self-help books, So what’s the meeting. This meeting, as its name
general business or presentation answer to suggests, includes a run-through and
coaching can have limited impact. addressing the rehearsal, where mistakes have no
Few business authors or coaches have knowledge and financial or negotation consequences,
experienced what you will experience experience in preparation for the entire life-cycle
when you sell your business. Very few deficit? You of the sale and crucially those face-to-
will have been in the situation where can let face meetings with acquirers. We ‘lift
the success or otherwise of selling, someone else the lid’ on the tactics acquirers are
what for most business owners is their do the talking, perhaps your likely to adopt, give guidance on
‘most valuable asset’, is at stake. This accountant (not renowned for their countering them, prepare you for all
6

7. BCMS Corporate• P r e p a r i n g yo u t o se ll
the questions which will inevitably meetings between our clients and I think it’s fair to say there is
crop up and coach you how best to the potential acquirers. The ‘Dry- slightly greater margin for error
present the benefits of the proposed run’ is part of a process designed to when selling a business but
acquisition. ensure that we move, in stages, interestingly, in 30% of transactions
In most cases our clients have, at successfully towards the intended BCMS Corporate completes , after a
some point in the history of their goal. comprehensive identification,
business, experienced more generic At risk of being accused of going introduction and qualification
coaching or consulting. It is fair to off at a tangent, there is an anecdote process, the first acquirer that comes
say that many come to these which acts as a perfect metaphor. to the negotiating table buys the
meetings with a healthy degree of Dave Rebbettes, a founding director business. The keenest potential
scepticism but leave with confidence of BCMS Corporate, is a keen aquirers with the strongest motives
about the process and most yachtsman. Even on a relatively will, if possible, want to assess the
importantly, how to handle those short trip, he tells me that a degree opportunity early on – this first
situations where the stakes are or two out in terms of plotting a meeting cannot be used as a trial
highest and the stress levels peak. course can result in missing the run, preparation must be
intended destination by 50 miles or meticulous.
These vitally important ‘Dry-runs’
are delivered by our Deal Leaders more. Time spent preparing, Sticking with the nautical theme,
who work with our clients checking and re-checking is vital to what we aim to do is prevent you
throughout the term of the business ensuring you get where you want to arriving in Marseilles when you are
sale. In addition to these ‘coaching’ go. Seemingly small details can have heading for Cannes!
sessions our Deal Leaders host a profound effect on the end result.
7

8. BCMS Corporate•China
A creative approach in China
Since writing the Spring issue of iDeal members of the BCMS Corporate management team have once
again been in China to progress opportunities. As outlined in last issue’s article ‘Look East’, we are very
bullish about China and are driven by two primary objectives: To replicate what we do in the UK for
business owners in China and to provide BCMS Corporate clients in the UK and elsewhere with a distinct
advantage if the most suitable buyer happens to be a Chinese company.
B CMS Corporate has now signed co- China and we will be bringing these "From this fact-finding visit and the
operation agreements with, companies into the bidding process information gathered we now have a
amongst others, the China Guanghua where appropriate. much better understanding of the
Foundation (GHF) and the Dragon Below are extracts from an article Chinese creative industry. We will
Design Fund of China Guanghua published in ‘Beijing Business Today’ publicise this understanding in the
Foundation (DDF) which work with based on an interview with Steve West. Through the co-operation with
environmental and design-based Rebbettes, BCMS operations director, DDF, we have gained a deeper
industries in China. What has become about our co-operation with DDF. appreciation of China's creative
very apparent on our trips to China is industries and seen for ourselves that
that there has been a marked shift in original design, research and
Chinese creative industry is a "rich
focus from an agricultural, development activity is very strong
seam" for British entrepreneurs
manufacturing and export economy "Foreign media reporting about here" said Steve.
towards a more innovative, hi-tech China can often be negative, a
economy. At present rate of growth, common theme is that China's
Co-operation with DDF - first time
benchmarked by patent registrations, creative industries are 'pirated' or
into Chinese creative industry
routinely copy from other countries. As a UK M&A specialist, BCMS
China will become the World’s most
In my first visit to China last year, I Corporate’s core business has
innovative nation by 2012.*
found that China's creative industry is traditionally operated in Europe;
We met with five prospective client China is its first venture into Asia and
very advanced, it is a 'rich seam' in
companies on our last trip, four of its co-operation with DDF is an
my eyes,” says Steve Rebbettes.
which are in the environmental and important part of its work in the
creative sectors and all had The Chinese creative industry may
Chinese creative industry. "BCMS
significant IPR and patented be one of the best kept secrets in the
aims to provide M&A services to the
technologies, are enjoying very rapid World. To date, China’s reputation
Chinese creative industry – the main
revenue and profit growth in the has predominantly been as a source
reason we have chosen to work with
home market and all have global of cheap labour. "Made in China" is a
DDF is that through its own work, it
potential. We also met with a number stamp often seen on goods produced
has attracted the best creative talents
of Chinese companies actively seeking for Western markets, not least of
in China. BCMS Corporate hope to
investment opportunities outside which, is the very high percentage of
provide a platform for these great
goods for the US and UK consumer.
creative talents to open up better
The very significant shift to a more
prospects for growth – at the same
innovative and hi-tech economy
time, deploy its professional M&A
that has been taking place
services, to meet the precise needs of
over the last decade in
SMEs in attracting investors and
China though, has
provide a further boost to growth at
gone largely
home and in overseas markets."
unreported in
the West. To this end, BCMS and DDF have
signed a co-operation agreement to
provide a service to Chinese
companies enabling them to assess,
and then, where appropriate, access
international financial & investment
opportunities.
"At present we are looking for good
opportunities, the DDF ‘Dalian Design
Festival’ is a good opportunity for us
to reach more businesses with a view
to providing support and advice in
key areas including financing,
opening up overseas markets, equity
transfer, as well as inbound and
outbound M&A." BCMS’s Director
said.
8

9. BCMS Corporate• China
BCMS will offer support in the " BCMS’s director said. "We hope that context of design will become
Dalian Design Festival, including free by adjusting our services we can increasingly important for many
seminars and lectures to deliver a perfect service to Chinese Western companies. Chinese design
entrepreneurs – a large number of creative and other industries. We will talent will be, we believe, much
entrepreneurs do not have experience be undertaking a limited number of sought after,” says Steve Rebbettes.
in M&A, such help from BCMS is projects, and gradually adjust our Based on an interview and original
invaluable. model of operation in order to article which appeared in Beijing
eventually adapt to the Chinese Business Today by Reporter Nili Liu,
market," he continued.
The Focus on creative industry
“BCMS provides services to 18th May 2009
enterprises in all industries in the Talent finding is the core strategy For more information on BCMS
United Kingdom and other countries, “In the creative industry, there are Corporate and China contact Andy
including the creative industry. For many exceptional companies in China Hunt, Strategy Development Manager
example, we recently sold an across all sectors, the need to or, Steve Anstey, International
advertising company specialising in understand Chinese culture in the Business Development Manager on
advertising in Railway Stations across 01635 296191.
the UK; by using us, they achieved *Souce: Thomson Reuters report,
maximum value, a price significantly Patented in China, by Eve Y. Zhou,
above the owners expectations,” PH.D., and Bob Stembridge.
explained Steve.
In addition to the creative
industry, BCMS is planning to
work in sectors such as energy,
brands, hi-tech, environmental
and other hot sectors in China,
"We will make use of our
professional experience and
knowledge to provide the best
service. In the initial stage we
will proceed carefully with
our China business
development plan, adapting
to Chinese culture, so that
our service accurately
reflects needs and
expectations, making for a
more conducive, smooth
development and follow-up.
9

10. BCMS Corporate• Y o u r qu e s t i o n s an s w e r e d
Your questions answered
In each edition of iDEAL a senior member of our management team will address one
of a number of common questions we are asked by business owners. In this edition
David Rebbettes, Director at BCMS Corporate reveals why experience in a particular
market sector is not essential.
Q : Have you sold a business in the same sector as mine? If not, why should I use BCMS
Corporate to sell my company?
A : This is a common enough with our clients, it is designed not to
question asked of our Business funnel research in the early stages,
Managers, the people here at BCMS but to open it up in order to maximise
Corporate who meet prospective the prospect of finding the right buyer
clients for the first time and present – obvious or not.
the BCMS Corporate case for being
awarded a sales mandate.
There are three key considerations
A structured approach
We deploy a highly structured
which we believe are more important
approach to selling businesses; what
than sector expertise and relevant to
has structure can be measured and
this question. Before I tackle these
repeated, to deliver consistent quality
though, let me just say that BCMS
and results. Structure however should
Corporate has sold companies, on
not be confused with limiting the
behalf of its clients, in almost every
exercise of good judgement, the
sector. We are well equipped to
structured approach frees our staff to
provide case studies but this, in our
exercise their judgement but gives the
view, can provide a false sense of
clients a basis on which to measure what we are delivering
security when choosing who to place a sales mandate
over time, against what has been promised. Progress is
with. The decision must be based on more.
measured, feedback is frequent and tactics can be fine-
It is not uncommon for corporate finance boutiques, tuned if required, in a timely way.
other business agents or even investment banks to stress
their sector-specific capabilities, something which BCMS
Corporate deliberately chooses not to do. Those of you
who have been to one of our weekly seminars or have
Global reach
We now have operations in North America, China,
read our book will know that we frequently disagree with
Scandinavia, Eastern Europe and Latin America. These
traditional thinking when it comes to selling businesses.
operations are not the result of a loose network of affiliated
So why do we differ on the issue of the importance of
companies but actual BCMS operations deploying the same
industry sector experience and what are the three key
structured approach, staff either seconded from the UK or
considerations?
trained here in the UK and crucially, for our ‘sales
mandate’ clients, providing an extension of our ability to
Avoid assumptions look not just in a companies home market, but also
A sector specialist will often tell you that they know who overseas for the right buyer. This is something we believe
the buyers are. This can limit an open-minded view about will be important in the next few years as companies in
who the best buyers might be and prevents the widest developing markets increasingly look outwards.
possible marketing of a business to find the obvious and,
less obvious buyers. At BCMS Corporate we do not want I mentioned our seminars above, to view dates and
our staff to view each project through the prism of a venues and to book a seat please go to our website.
sector specialism and deliberately, or sub-consciously, Alternatively you can subscribe to ‘iDeal’ or request a copy
discount from consideration those potential acquirers of our book online. You may prefer, if considering a sale,
which don’t happen to fit a too narrow prescribed view. to book a confidential business evaluation meeting with a
Every project we undertake is guided by a marketing BCMS Corporate Business Manager, if so phone
strategy, developed by our research team in conjunction 01635 296191.
10

11. BCMS Corporate• I n v e s t o r s in Pe op l e
Invest for success
Arguably, an acquirer views a target company’s human resources
as its most important asset. Why? Because business goals are
much easier to attain when they are aligned with the capability of
human resources. How best to do this is open to debate but
Investors in People (IiP) has certainly been good for us. No matter
how you choose to approach it ‘investing in people’ is central to
successful, sustainable businesses.
P icking up on a point made by Test of time
Brian Rebbettes, BCMS Corporate There are many ways in which
Chairman, in his foreword to this owners have chosen to invest in their
issue of iDEAL, he observes that BCMS staff, not least of which is the
Corporate is in a privileged position Investors in People standard which,
to receive first-hand insight into what unlike many government inspired
is happening in the real world of initiatives, has stood the test of time.
business - behind the headlines. The reason for this was very aptly tool. Having just undergone the
summed up by MP Michael Howard in latest three-year assessment the
1991 when the scheme was launched. process has highlighted what we
He said “Investors in People is a do well – thankfully the
Distinct culture
Although not specifically referred to overwhelming majority – and
standard designed by business, which
by him in his foreword, there is what we need to improve on.
will be met by business, because it is
another insight which also reveals a Most importantly it allows for
in the interests of business. This is
great deal about private businesses, completely honest feedback from
why it will survive.”
one which we see in our clients’ staff about their actual, and not
businesses on a daily basis. Smaller The CBI, the so-called ‘employers
the management’s perceived
and medium-sized private businesses organisation’, came up with the
experience of working for BCMS
tend to have a distinct culture, original idea for IiP and no doubt, as
Corporate. It also provides a
particularly in the relationship which Michael Howard recognised, its
framework for further investment
exists between company owners and origins were based on a genuine
in and development of staff, to
their staff. This is almost always a understanding of business needs.
keep pace with the human
factor when an owner decides to sell; Perhaps another reason though for its
resource challenges that the
there is concern that whatever deal is survival is the lack of political
overall corporate goals will
done it is right for the departing interference by successive
determine.
owner and the employees which will governments and therefore it is
continuity that has allowed it to IiP has played an important part
remain with the business after it
become established as a benchmark in the successful and rapid
passes into new hands. In many cases,
which 35,000 companies now view as expansion of BCMS Corporate in
employees have been with the same
a cornerstone to planning in the recent years. Some members of
business from its exciting and less
context of developing human staff, who have developed their
predictable start-up stage, have been
resources. When applied as intended, careers with the company are
absolutely integral to growth and
it produces in effect, a [human now based either on secondment,
remain keys to its continued
resource] business plan within the or have relocated to other
development. Many company owners
overall business plan. countries to pioneer the growth
we meet have invested significant
of the business. As a means to an
time and money to ensure that those
end, it has certainly worked for
people have the skills to take on the
us and our staff.
challenge of new, more demanding
Embracing Iip
Like some of our clients, BCMS Whatever the challenges
and more responsible roles as the
Corporate has embraced the IiP companies face, whether
business grows, leaving a new owner
standard and it is viewed by the navigating a path through the
with a solid legacy of well motivated,
management and staff as a valuable current economic circumstances,
dependable and very capable people.
expansion or disposal, in our
experience and that of many of
our clients, investing in people
has been absolutely central to
success.
11

12. BCMS Corporate• N o n ex ec u t i v e di r e c t o r s
Non-executive directors and
private companies
The non-executive director (N-XD) has been a feature of the quoted company landscape for
many years now, but how relevant are N-XDs to private companies?
T he role of the N-XD is enshrined appointing non-executive directors
in the Combined Code on and also outlines a number of
Corporate Governance (Code) which practical measures to help both the
provides that companies to which the company and the directors fulfil their
Code applies should have a balance of roles and manage their risks
executives and non-executives such effectively.
that no one individual or small group
of individuals can dominate the
board’s decision making. Although
BCMS Corporate appoints
falling outside the scope of the Code,
non-executive director
appointing a non-executive director BCMS Corporate has recently
to a UK private company may also be
Shuna Stirling, corporate lawyer at Brodies LLP undertaken just such a strategy in
appropriate and bring with it many appointing Paul Davis to its board as
future strategy, and the current a non-executive director. Davis, who
benefits, which is the subject of a
composition of its board. Clearly the has already had a successful
recently published paper from the
process of choosing the right corporate career – both as a divisional
Institute of Chartered Accountants of
candidate is crucial; they must possess director with Rank Hovis McDougall
Scotland (ICAS).
a demonstrable capability in those and within the giant BOC Group – will
“In the case of a private business, areas where the board seeks to provide a wealth of industry
the appointment of a non-executive supplement its skills. An aspiring non- knowledge as well as an independent
director is ultimately a judgement call executive director will also need to voice to the Company.
for the executive directors,” explained satisfy themselves that they have
Shuna Stirling, a corporate lawyer at Steve Rebbettes, Operations Director
sufficient understanding of the
Brodies LLP, a leading Scottish law at BCMS Corporate explained, “I have
potential risks, how the company
firm. “Whether or not this is known and worked with Paul for
operates and how it deals with
appropriate will depend on a number many years now and am delighted
business risk,” she added.
of factors including the size of the that he has decided to cement his
The ICAS guidance is intended to relationship with us by joining the
company, the nature of its business,
help identify whether a private board of directors. As a family-run
the stage of its development, its
company would benefit from
12

13. BCMS Corporate• N o n ex e c u t i v e d ir e ct o r s
enterprise, it’s important for us to “BCMS Corporate has always based
maintain an open mind and balanced its approach on being a family
view, particularly when it comes to business that’s professionally run,”
the strategic development of the adds Davis. “It’s a winning formula
business. Paul provides exactly the and BCMS Corporate is growing
right degree of independent, quickly, so my role will be to bring
professional expertise to keep us added value to this approach by
focussed and drive the business providing an important external
forward.” perspective when it comes to running
Now employing more than 140 staff, a larger business and developing a
BCMS Corporate has undergone strategic approach to future growth.”
unprecedented growth in the last 4
years establishing offices in North
America, mainland Europe and Asia.
Paul Davis, BCMS Corporate non executive director
BCMS Corporate• T e r m i n o l o g y ex pl a i n e d
What is a ‘Heads of Terms’ document?
O nce an offer for a business has been accepted by
the vendor a ‘Heads of Terms’ document is
produced. This legally non-binding document, signed
by both the vendor and potential acquirer, outlines
the key areas of agreement between both parties.
Although some variations may occur, the ‘Heads of
Terms’ document typically includes a description of
the business to be sold, principal conditions of the
offer, the sale price, terms of payment, the nature of
any vendor indemnities/warranties, due diligence
partner information and an overall timetable for
completion.
A key benefit of the ‘Heads of Terms’ agreement is
that any significant issues which may have been
overlooked in the preceding price negotiation process
will be highlighted and can be resolved before moving
forward with costly due diligence and other legal
work.
Although the main ‘Heads of Terms’ document is
legally non-binding it may contain two elements which
will be legally binding. The first of these is an
exclusivity agreement which prevents the vendor from
continuing discussions with other potential acquirers
for a specific time period. This is a key benefit to the
potential acquirer who can then undertake the cost of
due diligence without the fear of later losing the
acquisition to another potential acquirer. Secondly, a
confidentiality agreement, if not already in place, may
form part of the ‘Heads of Terms’ document.
Although this document is primarily known as the
‘Heads of Terms’ document it may also be known as a
‘Memorandum of Understanding’ or ‘Letter of Intent’.
13

14. BCMS Corporate• I n t e r n a t i o n a l
International
news
BCMS Corporate success in North America,
Canada, Eastern Europe and Scandinavia.
A
Mediterranean North America Scandinavia
news highlight from Scandinavia
W
and Eastern …and Canada! was the sale of Sweden’s Scancon
E
e continue to extend our reach Group, comprising three companies
Europe inside and outside of North and 250 employees, to the Finnish
xpansion in the Mediterranean Empower Group. This deal, slightly
America. Dave Rebbettes, one of the
and Eastern Europe is continuing hampered by the current World
company’s founding directors,
at a pace; we have now hosted our economic climate, still attracted an
delivered two seminars in the
first seminar in Romania, preparation excellent range of offers and sold for
Canadian cities of Edmonton and
for which was highlighted in the last a very attractive price – the highest
Calgary which produced such large
issue of iDEAL. The event attracted a and successful offer for the business
audiences that a new office has been
significant number of interested was 200% more than the lowest offer
opened in Calgary, specifically to
business owners to the Chamber of received. For more details, please
manage the resulting influx of new
Commerce and Industry building in turn to page 4.
clients! Organising and assisting with
Bucharest (below). Led by Mehmet
the set up of the new office will be UK
Soyer, expansion into Romania means
Team Manager, Andy James. With
BCMS Corporate operations now
further seminars planned in British
extend to three countries in the
Columbia and other regions of
region.
Canada, our new office looks primed
One of the fundamental challenges for a busy year ahead.
for our European expansion is
Elsewhere in North America
communicating with business owners
expansion continues with our first
who speak differing languages. To this
seminar in Atlanta, Georgia taking
end, BCMS Corporate will shortly
place this month (July 2009).
launch its Meditteranean and Eastern
Additionally, new clients have
Europe website in three
awarded their sales mandates to
languages: Bulgarian,
BCMS Corporate in both California
Romanian and Turkish.
and New Orleans.
(www.bcmsaka.com)
14

15. BCMS Corporate• P h i l a n t h r o p y
Modern day
Philanthropy A
Samaritans
report by The
Community Safety
Forum has acknowledged
“Do what you can, with what you have, that Basingstoke and
where you are.” Deane, as a place to live
and work, is getting safer.
There are a number of
Quote on philanthropy attributed to
Theodore Roosevelt initiatives being deployed in the area not least of which is
It never ceases to impress us how much of their the ‘Street Pastor’ program which is spreading to towns
time many of our staff and indeed our clients and cities across the Country.
devote to community and charitable causes. Malcolm Murray, senior business manager at BCMS
Corporate spends Friday evenings and into the early
In each issue of i D E A L we will highlight just hours of Saturday morning as part of the Street Pastor
some of the community and charitable team in Basingstoke. He said, “Traipsing round
activities our staff are engaged in together with Basingstoke on a Friday night talking to teenagers, I’m
details of some of the charitable projects BCMS sure, is not everyone’s idea of a good night out but Police
and local councillors have acknowledged that what we do
Corporate as a company also participates in.
is worthwhile and has had a positive effect on the levels of
anti-social behaviour. What we do is organised through
Churches of various denominations but the purpose is not
to preach to people, we just provide support which might
be as simple as engaging young people in conversation to
diffuse a potential argument or being a reassuring
presence to make people feel safer when they are out and
about.” He added, “Street Pastor is now well established in
Basingstoke and myself and other volunteers have become
a regular feature of Friday nights. We are recognised by
many of the young people who will often now stop to chat
– they certainly seem to appreciate that we are giving of
our own time and are there because we want to be.”
Street Pastors began in Brixton, London, in 2003, based
on a model first developed in Jamaica.
A
Race for life
n incredible 680,000 people took part in Cancer
Research’s ‘Race for Life’ across the UK this year,
raising over £62 million. One of the determined
competitors was Faye Beard from our Teeside office who,
along with her mother, ran the five kilometre course at
Ormesby Hall near Middlesbrough, along with 2000 other
P
Coast to coast – by bike! people. Faye said “My mum and two aunts were all
eople go a long way to raise money for charity, diagnosed with breast cancer at the same time; it is due to
walking, running or swimming a variety of distances, a hereditary cancer gene in our family. ‘Race for Life’ is an
all in aid of varying good causes. Few though exceed the incredibly worthwhile cause. I am glad to have taken part
26 miles of a marathon, however our Teeside-based and contributed to the fight against cancer.” Faye and her
cyclist Joanne Cox undertook the challenging Coast-2- mother raised a total of £600 in sponsorship.
Coast cycle route, from Whitehaven to Roker in Taking place between May and July each year, ‘Race for
Sunderland, covering an incredible 130 miles! Life’ is the largest women-only fundraising event in the
The route, which is officially 131.69 miles long or UK. Since 1994 over four million women have helped the
211.93 kilometres, takes an average of 14 hours, split charity to raise in excess of £240 million.
over four days with a difficulty rating of 10/10. With an
average of over 30 miles each day over undulating
terrain, it is estimated that over the entire course the
average rider burns 5333 calories. If these figures
weren’t impressive enough, this is now the fourth year
that Joanne has completed the course!
This year Joanne rode the course in aid of the Diamond
Blackfan Anaemia charity which helps people suffering
with a rare blood disorder – she raised £365.
15

16. Latest success gallery
Please find below a small selection of our recent deals.
For a full listing of these please visit www.bcmscorporate.com/success-gallery
BCMS Corporate Plantagenet House Kingsclere Newbury Berkshire RG20 4SW
T: 01635 296191 F: 01635 299502 E: info@bcmscorporate.com www.bcmscorporate.com