This round of seminars will, as always, provide you with key updates and issues affecting FDs and business owners as shown in the programme below. We will also endeavour to include any relevant Brexit updates and will take questions from the audience.
Bristol - Essential 6-monthly Finance Directors' Update - November 2019
1. B R I S T O L
E S S E N T I A L 6 - M O N T H LY F I N A N C E
D I R E C T O R S ’ U P D AT E
N O V E M B E R 2 0 1 9
N AV I G AT I N G T U R B U L E N T T I M E S
M A K I N G S E N S E A M I D T H E C H A O S
4. NEW APPOINTMENTS
Paul Bray
Partner – Bristol office
Joined 1 June 2019
Steve Ashworth
Director – Bristol office
Joined 29 July 2019
Simon Weston
Director – Bristol office
Joined 1 August 2019
Mike Lea
Partner – Bristol office
Joined 1 July 2019
6. MAKING SENSE AMID THE CHAOS
• Risks are multiple
• Our advice has been
• Be prepared
• Be aware
• Be agile
• A good time for strong governance
• Protect what you have
• Make the most of opportunity
7. PROGRAMME
9.20 – Property Tax Matters - Paul Bray
9.45 – Financial Reporting & Corporate Governance - Stephanie Henshaw
10.15 – VAT and Making Tax Digital - Simon Anslow
10.45 – Break
11.15 – Cyber, GDPR and Brexit - Peter Lannon
11.30 – Mitigating risks to the business - Tom Parry
11.45 – Employment Tax Update - Steve Ashworth
12.00 – Corporate Finance - Paul Crocker
12.15 – Panel Q&A session - www.sli.do (code #FD19)
12.30 – Lunch
10. “there are known knowns;…there are known
unknowns;…there are also unknown
unknowns;…it is the latter category that tend to
be the difficult ones.”
Donald Rumsfeld – February 2002
TAX RATES AND RELIEFS – NOVEMBER 2019
11. THE KNOWN KNOWNS
Budget – 29 October 2018
Boosted tax relief on capital expenditure
Based around expected Brexit date of 29 March 2019
Transitional period under Teresa May deal was to run
until 31 December 2020
Last October there were concerns over economic
uncertainty during the Brexit transition
12. PLANT AND MACHINERY –
CURRENT POSITION
Annual Investment Allowance = 100% tax relief
Maximum £1m to 31 December 2020
Writing Down Allowance
18% main rate
6% for long life & integral features (reduced
from 8% from April 2019)
Limited period left to obtain First Year Allowances
(100%) for:
energy saving (6 April 2020)
water efficient technology (6 April 2020)
low emission cars (6 April 2021)
Electric charge points (5 April 2023)
13. PLANT AND MACHINERY IN
COMMERCIAL BUILDINGS
Fixtures = plant and machinery installed/fixed
to building or land
Integral features include cold & hot water
systems, heating, electrical systems, lighting,
air con
Includes fitted kitchens, bathroom
equipment, fire alarms, data cabling, etc.
Issue for both new and used commercial
buildings
14. CASE STUDY – NEW CAR
DEALERSHIP BUILDING AND
WORKSHOPS
Build costs £9,500,000
Special rate pool £412,000
Main rate pool £2,107,000
Ineligible £7,002,000
Tax value of exercise £478k (@19%)
Plant & machinery element is 26%
15. PLANT & MACHINERY FIXTURES IN BUILDINGS
Property Type P&M % of cost
Office – low to medium rise, not air conditioned 15% - 30%
Office – prestige air conditioned 30% - 45%
Industrial Unit 10% - 15%
Hotel 35% - 50%
Nursing Home 30% - 40%
Bars, pubs and restaurants 20% - 45%
Health centres/surgeries 30% - 40%
16. PURCHASE OF SECOND-HAND COMMERCIAL
BUILDINGS
Capital allowances need to be considered & early planning is key
Fixtures can be substantial part of property price
CPSE responses very important & early negotiation
If vendor has overlooked fixtures claim include contractual clause
(to require vendor to pool and pass via s198)?
s198 elections = default position – sets price of fixtures within
building and binds both parties
Impact if get it wrong = substantial & irreversible
Specialist valuations may be required
17. STRUCTURES & BUILDINGS
ALLOWANCE (SBAS)
Remember old industrial buildings allowance
and hotel allowances
SBAs more wide ranging but at lower rate
2% deduction over 50 year period
All trades & professions
Available for investors and occupiers
18. SBA – WHAT CAN BE CLAIMED?
New or renovated commercial structures
Where construction commences on/after 29
October 2018
Claim for cost of physically constructing
building including:
Costs of demolition or land alterations
necessary for construction
Direct costs to bring building into existence
Claim when building comes into use
Any grant funding excluded
20. Tax Revenue (£bn)
Income Tax 191
VAT 132
Corporation Tax 53
SDLT 12
CGT 9
IHT 5
SD 4
SDLT and SD on shares raises
more revenue than CGT and
IHT combined!
STATISTICS – TAXES COLLECTED BY HMRC
2018-19
21. RATES – ENGLAND & NORTHERN IRELAND
Residential property – 3% surcharge rate Rate
Up to £125,000 3%
£125,001 to £250,000 5%
£250,001 to £925,000 8%
£925,001 to £1.5 million 13%
Above £1.5 million 15%
Non-residential Rate
Up to £150,000 0%
£150,001 to £250,000 2%
Above £250,000 5%
22. RESIDENTIAL PROPERTY PURCHASE BY
COMPANY
SDLT charged at 15% on residential properties purchased for more
than £500,000 by certain corporate bodies:
Companies
Partnerships with corporate member
Collective investment schemes (including a unit trust)
Where the 15% charge applies, the 3% charge does not apply
If relief from the 15% charge applies, 3% charge may apply
23. RESIDENTIAL PROPERTY
PURCHASE BY COMPANY
The 15% rate does not apply to property bought by a
company that is to be used for:
a property rental business
property developers and trader
property made available to the public
financial institutions acquiring property in the course of
lending
property occupied by employees
Farmhouses
Relief must be claimed via SDLT return
Change of qualifying use within 3 years triggers
withdrawal!
Also need to consider Annual Tax on Enveloped Dwellings
(ATED)!
24. SOME VALUABLE SDLT RELIEFS
Relief SDLT saving? 3-year clawback?
Multiple dwellings relief
Sale and leaseback
Pre-completion relief
Group relief
25. PERSONAL CAPITAL GAINS
TAX CHANGES
Announced in 2018 Budget and draft legislation in
Finance Bill 2019
To take effect on all disposals made from 6 April
2020:
- Final period of PPR exemption reduced from
18 months to 9 months.
- Lettings relief will only apply where an owner
is in shared occupancy with a tenant.
Lettings relief restriction retroactive - no relief for
let periods prior to April 2020 where not shared
occupancy.
ALSO - Post 6 April 2020, where a UK resident
make a disposal of a residential property which is
not covered fully by a relief (e.g. PPR), a return
must be made to HMRC within 30 days after
completion and payment made.
26. Miss Wise purchased a house for
£200,000 in April 2000
Sold for £500,000 in April 2020.
During 20 years of ownership:
Lived in the house as her only
residence for 15 years
Let the entire property for last 5
years before sale.
Gain:
5 April £12,500
6 April £63,750
EXAMPLE - MISS WISE
27. Known unknowns:
General Election – 12 December 2019
BREXIT – 31 January 2020?
Will Sajid Javid be the shortest serving living
Chancellor since Philip Snowden in 1924?
When will we next have a Budget?
And then there are the unknown unknowns?
TAX RATES AND RELIEFS – OUTLOOK
29. IN THIS SESSION:
Audit – the state of the nation
FRS 102 – the updated version
Enhanced narrative reporting
Business resilience
Coming soon: Carbon Energy Reporting
30. AUDIT – THE STATE OF THE NATION
Consultations
and reviews
Brydon still to
report
Government
action
expected 2020
Response
FRC and audit
quality
Fee impact
32. FRS 102 (MARCH 2018)
Periods beginning 1 January 2019
For all entities who did not early adopt
Key accounting changes:
Intangibles acquired in business
combinations
Investment property and related
clarifications
Key management personnel compensation
Removal of undue cost or effort
exemptions
Disclosure changes
New: Net Debt Reconciliation to inform
CFS
No longer required: inventory charged as
an expense
Restricted: financial instruments note only
for fair valued items
33. INTANGIBLES AS PART OF ACQUISITION:
NEW RECOGNITION RULES
• Separable and arising from
contractual or legal rights
Must
capitalise
• Separable
• or
• Contractual or legal rights
May
capitalise
• Policy decision per class of asset
• Apply consistently between acquisitions
34. WHICH INTANGIBLES COULD BE CAPITALISED?
Type Contractual or other
legal rights?
Separable? Capitalise*
Trademarks Yes Yes Must
Customer lists No Yes May
Customer contracts Yes If transferable Must if transferable
Construction permits Yes If transferable Must if transferable
Unpatented technology
/ software
No Yes May
* As long as probable expected future economic benefits and reliable cost/value.
35. TRANSITION REQUIREMENTS
FOR INTANGIBLES
No retrospective restatement permitted
Existing intangibles continue to be
recognised and amortised
What if company failed to identify
separately last year?
Any policy change arising from revised FRS
102 is wholly prospective
Potentially simplifies accounting for future
acquisitions
Any acquisitions in year?
Advantages to identifying specific classes
of intangible for separate recognition?
Requires advance planning
New tax considerations for business
acquisitions on or after 1/4/19
36. INTRA GROUP PROPERTY RENTAL
Accounting
impact
Revised
policy
options
Existing
treatment
Investment
property
Reclassify as
TFA
Freeze FV as
deemed cost
Reverse FV
and carry at
historic cost
Retain
classification
Fair value via
P&L
37. ACCOUNTING FOR CHANGE OF USE IN
PROPERTY
Investment
property
TFA/ Stock
Investment
property
TFA
Investment
property
Stock
Fair value at date
of transfer =
“deemed cost”
Depreciation to
date of change
Uplift to FV
Initial uplift to RR
Uplift to FV
Difference to CV
recognised in
P&L
38. COMPONENT ACCOUNTING
Assess
overall UEL
Allocate cost
Depreciate
over relative
UELs
Capitalise
replacement
components
Significant
component with
shorter life?
Estimate may
be required
Eliminate NBV
of original
component
40. ENHANCED NARRATIVE REPORTING:
PLANNING REQUIRED!
Average >250
employees
Large
companies
How
directors
have met
their duty
under s172
Periods
beginning on or
after 1/1/19
41. ADDITIONS TO DIRECTORS’ REPORTS
DIRECTORS’ REPORTS
Employee engagement Stakeholder engagement
• Statement which
summarises how directors:
• have engaged with
employees
• had regard to
employee interests and
impact of that regard
on principal decisions
taken in year
• Statement which
summarises how the
directors:
• Have had regard for
need to foster
business
relationships
• The effect of that
regard on principal
decisions taken in
year
42. S172 STATEMENTS: SOME POINTERS
Meaningful
and
informative
Matters of
strategic
importance
Consistent
with size and
complexity of
business
Separately
identifiable
statement
Focus on
principal
business
decisions
43. S172 STATEMENT: PRINCIPAL DECISIONS
EXPLAINED
• May cross refer to detail elsewhere in SR
• Focus on the strategically important items
Summary of
principal
decisions
• Business model and strategy, principal risks,
reputation, value creation
Impact on long
term success of
business
• How we engaged
• Impact on decisions
• Mitigating actions
Stakeholder
considerations
44. PULLING IT ALL TOGETHER….
S172 disclosure is in
relation to strategically
important issues
Potential for repetition:
Consultation with
employees over material
matter
Impact of decisions on
suppliers and customers
Unless not material matters,
in which case include in
directors’ report
Strategic
report:
s172
statement
Directors’
report:
additional
statements
Strategic
report, plus
sign post from
directors’
report?
48. BREXIT IN YOUR ACCOUNTS
PRUs
Impact on
projections
Going
concern
PBSEs
49. CLIMATE CHANGE:
IN YOUR BUSINESS PLAN?
Physical
risks
Direct
Indirect
Transition
risks
Policy
Market
50. REMINDER: CARBON ENERGY REPORTING
WILL YOU BE READY TO REPORT?
Large entities, periods beginning 1/4/19
UK energy use, tCO2e
Intensity ratio
Energy efficiency measures
55. BREXIT – WHERE ARE WE?
31/10/19
No deal
does not
happen
31/01/20
UK leaves
EU customs
union
Transitional period – UK
abides by EU rules
31/12/20
End of
transitional
period
UK no longer treated as part
of EU for VAT customs duty
Technically there could still be a no deal, but unlikely
56. • Free Trade Agreement?
• New Deal?
• NO?
BREXIT – WHERE ARE WE?
END OF TRANSITION -
57. • Free Trade Agreement?
• New Deal?
• NO?
→ WTO Rules!
BREXIT – WHERE ARE WE?
END OF TRANSITION -
58. • Whole of UK leaves Customs Union
• Legally: Border NI vs ROI, but…
• NO checks!
• Points of entry into NI from ex-EU
• Checks
• VAT & Duty on ‘at risk’ goods
• Refund if goods remain in NI
• EU Law (alignment) applies to NI
BREXIT – WHERE ARE WE?
END OF TRANSITION – NO NEW DEAL…IRELAND
59. • UK → EU = Exports
• EU → UK = Imports
• BUT:
• VAT & Duty
• Licences
• EC Sales Lists & Intrastat
• Distance Sales – Current Regime ends, but:
• New regime w.e.f. 1st January 2021…?
• Ex-EU e-commerce goods – target
• EU VAT registration for supplier
BREXIT – WHERE ARE WE?
END OF TRANSITION – NO NEW DEAL…UK: GOODS
60. BREXIT – WHERE ARE WE?
END OF TRANSITION – NO NEW DEAL…UK: GOODS
EU
Stock
Exporter
Importer
EU
EORI
EU
VRN
Fiscal
Rep?
61. • ALL General Rule ex-UK → OTS
• BUT B2C
• Work on Goods
• Intermediary Services
• Training
• AND
• Event Admission
• Land & Property Activity
• Still potential for EU VAT Registration liability
BREXIT – WHERE ARE WE?
END OF TRANSITION – NO NEW DEAL…UK: SERVICES
62. BREXIT – WHERE ARE WE?
END OF TRANSITION – NO NEW DEAL…UK: HMRC
Postponed
Import VAT
Accounting
Transitional
Simplified
Procedures
No-deal
Deferment
No-deal Tariff
Rates
63. BREXIT – WHERE ARE WE?
EU VAT TERRITORY…FOR NOW!!
Austria
Belgium
Bulgaria
Croatia
Cyprus
Czech Rep
Denmark
Estonia
Finland
France
Germany
Greece
Hungary
Ireland
Italy
Latvia
Lithuania
Luxembourg
Malta
Netherlands
Poland
Portugal
Romania
Slovakia
Slovenia
Spain
Sweden
UK
64. BREXIT – WHERE ARE WE?
EU VAT TERRITORY…FOR NOW!!
Excludes
Faroe & Greenland
Busingen & Heligoland
Mount Athos
Lake Lugano & Livigno
Antilles
Canaries, Ceuta & Melilla
Channel Isles
Gibraltar
Cyprus – North of Buffer
Includes
Monaco
Azores & Madeira
Balearic Isles
IOM
IOW
65. • Check:
• EU EORI needed?
• Submission date for EU claims
• Existing contracts with customers / suppliers
• Appoint fiscal EU reps?
• B2C registration in (multiple) EU countries?
• Accounting software update for changes
• Are your suppliers / customers ready?
BREXIT – WHERE ARE WE?
TIPS/CHECKLIST
70. EXAMPLE
WAR STORY - CLASSIFICATION
• Company importing ‘decking’
• Agent classified as ‘wood’:
• 0% Duty
• HMRC classified as ‘wood/plastic composite’:
• 6.5% Duty
• Retro Assessment x 3yrs → £67,000
• Potential for penalty
71. EXAMPLE
WAR STORY - LICENCE
• Telecomms components
• UK purchased
• Exported to Africa
• 40 years – NO queries…
• …but ‘dual use’ & export licence required
• UK Border Force – seized goods
• Penalty 20% Goods Value
• AND consequential FULL compliance inspection
78. CYBER, GDPR & BREXIT
Peter Lannon, Cyber Protection Adviser
79. CURRENT THREATS IN CYBER
SECURITY
• Business email compromise
• Ransomware
• Data breaches caused by external threats
• Data breaches caused by employees
What are the current threats?
Does this affect me?
• Do you use email to communicate?
• Do you have critical systems or data on a computer network?
• Do your employees use your computer network?
• Educate everyone
• Implement proven controls
• Have robust response and continuity plans
What do I need to do?
81. DATA PROTECTION UPDATE
• Brexit (apparently)
What is happening?
Key points
• GDPR will be written into UK law as part of the
withdrawal agreement.
• The transition period will see us still treated as an
EU member state so there will be no change during
this time.
• We will seek ‘adequacy’ during this period.
84. AGENDA
• Why is the absence of a key person a risk?
(we’re talking about death, illness, injury)
• Types of Risk
• Mitigating the risk(s)
• Trigger Points for review
85. WHY IS THE ABSENCE OF A KEY PERSON A RISK? –
CASE STUDY
86. • A successful business: brothers Angus, Alistair and Allan
started the business with dad Alexander in 1993
• Equal shareholding: 25% each
• Sold coffee at railway stations across UK
• Business expanded quickly and was profitable and
successful
• Angus died of cancer, in 2006, aged just 45.
• His shares were held by his estate
• No proper structure in place
WHY IS THE ABSENCE OF A KEY PERSON A RISK? –
CASE STUDY
87. WHY IS THE ABSENCE OF A KEY PERSON A RISK?
Consequences:
No plan for what happens next
Angus’ spouse lost control and influence of the business – but had no
recourse to cash-in shares
The surviving brothers scuppered a business sale
And ran up huge directors loan accounts
And paid themselves excessive wages without proper shareholder approval
And failed to pay dividends (deprived estate of funds)
88. WHY IS THE ABSENCE OF A
KEY PERSON A RISK?
The Daily Mail headlines:
• Widow of AMT coffee tycoon wins
settlement from his business partner
brothers
• The brothers 'used the firm like a piggy
bank'
• When Angus died of cancer, brothers’
partnership collapsed into ‘squabbling’
• Alistair branded sister-in-law a ‘gold
digger’ but court has ruled in her favour
89. HOW BIG WAS THE
SETTLEMENT?
A)£75,000
B)£700,000
C)£750,000
D)£7m
90. TYPES OF RISK
Risks that are taken as a given:
• Fire
• Property dilapidation
• Break-in/Theft
• Machine/Vehicle Breakdown
• Public Indemnity
• Fraud
• Cyber Security
• Disruptive Technology
• Tax/Legislation change
What about people?
What about the MD?
91. TYPES OF RISK
Three key areas to consider with the absence of a person
Key Person
Loan Protection
Shareholder Protection
92. TYPES OF RISK KEY PERSON
• Develop business plans, budgets and strategies
• Implement them
• Ensure the organisation’s operations and business are within the
parameters set by the board
• Identify and manage operational and corporate risks for the organisation
• Formulate strategies for managing and mitigating those risks
• Manage the organisation’s financial and other reporting mechanisms, and
control and monitoring systems
• Ensuring that the board is provided with sufficient accurate information on
a timely basis in regard to the organisation
• Provide management oversight and responsibility across the organisation
• Ensure the effective and efficient functioning of the organisation
MDs – (some) key responsibilities
93. TYPES OF RISK; KEY PERSON
• Some people’s skills are irreplaceable.
• In your business think of the most important/most skilled person
• In their absence would you have confidence in others performing
their role?
• When was the last time you reviewed the responsibilities of senior
people in your organisation?
• In their absence would you have confidence in others performing
their role, properly?
94. TYPES OF RISK; DEBT
• Debt
• Loans must be repaid immediately?
• How will debt be serviced?
• Other Creditors?
95. TYPES OF RISK; BUSINESS OWNERS
• What happens to the business ownership on
death?
• What do the owners want to happen?
• What happens to the business ownership on
illness?
• What do the owners want to happen?
96. MITIGATING THE RISK
• If you haven't got a successor lined up for a key
person…
• The business needs funds to ‘buy in’ skills
• And provide financial confidence
Identify:
• Who are the key people?
• What do they do?
• What are their skills worth to the business?
• Are you claiming tax relief (where available)?
97. MITIGATING THE RISK
Structure of Key Person protection
• Ensure tax relief is claimed on premiums at outset, if applicable.
(Anderson Principles apply)
• Pay-out may be taxable – because it’s to cover lost profits
• Get the sum assured correct – and review it!
• If Anderson Principles are not met ensure your accountants are
aware of the purpose of the cover
98. MITIGATING THE RISK
Structure of Key Person protection:
Anderson Principles
1. Insurance taken out by Employer on life of
Employee
2. ‘Sole Relationship’ (5% rule)
3. For Loss of profits
4. “Short Term”…
“Short Term is anything that isn't Long term”
Term of the policy should be justifiable – how long is
someone expected to be key?
99. MITIGATING THE RISK
Structure of Loan Protection
• …Should mirror the terms of the loan
• And should be reviewed as borrowings change
100. MITIGATING THE RISK
Structure of Shareholder protection
• Get the valuation right!
• Decide on structure;
• Share buy back
• Trust and Option
• Life of Another
• Automatic Accrual (Partnerships)
• Articles of Association
• Shareholders Agreement
• Does it facilitate the correct valuation?
• And transaction? (cross-option)
101. TRIGGER POINTS FOR REVIEW
• Retirement
• New Appointment
• New Role/Department
• Company re-structure
• M&A
• Qualification/Ascension
• Marriage
• Increased (or decreased) debt
• Increase (or decrease) in Business Value
Business Protection is NOT a one-time-only
consideration!
103. EMPLOYMENT TAX UPDATE
• Off payroll working – the future of
employment status
• Termination payments – not just taxing.
• Salary sacrifice – are you missing an
opportunity to save money?
105. OFF PAYROLL WORKING – THE FUTURE OF
EMPLOYMENT STATUS
• IR35/Off payroll/Status
• update on where we are ahead of April 2020 and
• recent reaction by large employers for example Barclay’s Bank
• Recent BBC cases and what we can learn
• Office Holders and Petrol Services Ltd Tax Case
106. OFF PAYROLL WORKING – THE FUTURE OF
EMPLOYMENT STATUS
• Organisations affected by the reforms should act sooner rather than
later to prepare for the April 2020 changes.
• Organisations need to identify and review their current
engagements with intermediaries, including PSCs and agencies that
supply labour to them
• Put in place comprehensive, joined-up processes (assess roles
from a procurement, HR, tax and line management perspective) to
get consistent decisions about the employment status of the people
they engage
• Review internal systems, such as payroll software, process maps,
HR and on-boarding policies to see if they need changes.
108. TERMINATION PAYMENTS – NOT JUST TAXING
Pre 6 April 2018
• Contractual or Expectation for Payment in Lieu of Notice (PILON) liable to tax
and NI
• Potential for £30,000 tax and NI free
• Excess over £30,000 taxable but not liable to NI
Post 6 April 2018
• New Post Employment Notice Pay (PENP) legislation results in all PILON
payments, both contractual and non-contractual, liable to tax and NI
• See worked example
Post 6 April 2020
• Class 1A NI due on termination (compensation) payments over £30,000
• NI could be in real time via the payroll
110. SALARY SACRIFICE – ARE YOU MISSING AN
OPPORTUNITY TO SAVE MONEY?
Opportunities for savings
• Savings for both the employee and employer
• Salary Sacrifice still available on:
• employer provided pensions and pension advice;
• cycle to work schemes; and
• ultra-low emissions cars, with emissions not exceeding 75g CO2 per
kilometre.
Pension Contribution 50 x £600 = £30,000 50 x £1,500 = £75,000
Employer NI Saving at
13.8%
£4,140 £10,350
Employee NI Saving at
12%
£72 £180
114. EVOLUTION OF DEBT MARKET CONTINUES
• Significant change by many of the traditional debt funders
• Challenger Banks refocusing their strategy
• New Debt funds and Mezzanine offerings now in the OMB/SME
marketplace
115. GROWING SIGNIFICANCE – VENTURE DEBT AND
PEER TO PEER
• Funding for fast growing companies
• Normally alongside private equity (high growth)
• Large players picky about who they will invest with
Venture debt
Peer to Peer
• Strong growth, £4.5b, doubled 2018 vs 2016
• Default rates edging up
• Care over PGs
116. DEBT MARKET RESILIENCE
“The UK financial system is resilient to the wide
range of risks it could face, including Brexit.”
Source: BoE, Nov 18
Stress test:
• GDP down 4.7%,
• Unemployment 9.5%,
• 33% fall in property prices
• 27% fall in sterling
• Base rate 4%
117. PRIVATE EQUITY: END OF A CYCLE?
• Looking to counter cyclical businesses
• Recruitment sector (no equity investments 2019)
• Good time to invest?
• BGF and few others look at cheques below £5m if non VCT qualifying
• HNWI difficult to access
• Debt vs equity risk often misunderstood
119. Go to new
funders
Consider
reasons for
rejection
Funders’
review
Produce
forecasts
Write business
plan
Funding
requirement
identified
FUNDING PROCESS
• Rejected by funder
• Difficult to return to same funder
• Forecasts don’t match business plan
121. • Is incremental changes creating a sustainable proposition?
• What assumptions have you made and are they valid?
• Look at other businesses and any ideas (in other markets) that have
been game changers
• Digital Disruption will radically affect and change many markets
• Vision, value and culture alignment - purpose
CHALLENGE THE ASSUMPTIONS –
HORIZON PLANNING
123. SOUTH WEST DEALS (2010 -2019)
Source: Experian
20% fall
268
337
124. M&A DEAL STRUCTURE TRENDS
• Multiples holding up for good quality businesses
• Increasing focus on:
• Earn outs when growth is key to value
• Retention of vendors for consultancy / handover period
• Overseas buyers
• Impact of exchange rates – lower cost of UK assets
• Confidence in the UK economy; almost despite Brexit
125. M & A D E A L S T R U C T U R E T R E N D S
Are the financial planets aligned?
Funding availability – liquid
markets but appetite changing
Pricing – Increasing but
remains low by historical
rates
Multiples – holding up for
quality businesses
Entrepreneur’s Relief –
politcial risk / impact
…but for how long??
127. SNAPSHOT
Session Topic Takeaway
Tax Property taxes Bigger and more complicated
Financial reporting Audit market is changing
FRS102 revised
Enhanced reporting
Costs are increasing from regulatory pressure
Acquisitions need thought
Not a boilerplate exercise – takes time
VAT Uncertainty
More customs visits
MTD
Know the rules when they are known
Be prepared for challenge
Takes time to work
Cyber Attacks and consequences
happen
Becoming more of an
element of due diligence,
bank funding decisions and
procurement generally
Do some basic penetration testing
It could happen to you, consequences are severe
128. SNAPSHOT
Session Topic Takeaway
Business risk Shareholder protection Have you reviewed cover
Employment tax Off payroll workers
Termination payments
Salary sacrifice
Rules are changing, its complicated – review your
arrangements
Rules are changing, its complicated – review your
arrangements
Good opportunities here
Corporate finance Funding landscape is changing
Deals are down
Planets are aligned
Building, enhancing and
protecting value in your business
Know where to look
Is it Brexit or more fundamental?
For how long?
Interactive workshop with HSBC and Clarke
Willmott – 28 November, Taunton (book via our
website)
Take advice where you need to!
130. Francis Clark LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other
individual member firm or firms.
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