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Independent, ICAEW-Chartered exit planning for UK founders preparing to sell, MBO or transition to an EOT in the next 12–36 months. We build the value, run the process, and negotiate the SPA — so you complete on the headline price, not the chip-down price.
Buyers & processes we know intimately
UK founders typically lose 15–40% of headline value between LOI and drawdown — to chip-downs, working-capital traps, earn-out shifts and tax inefficiency. None of it is inevitable. All of it is preventable with the right preparation.
A 12–24 month value-build typically lifts the multiple by more than the founder's time cost. Selling at the first inbound offer almost always undersells the business.
One buyer = their price. A structured shortlist of 8–15 credible buyers running in parallel is what moves price 10–25% above the first indicative offer.
If the business stops working when you go on holiday, a buyer values it as a job, not an asset. Management depth is the single biggest multiple lever for owner-managed firms.
Uncategorised add-backs, inconsistent revenue recognition, missing contracts — buyers don't ask for a discount, they apply one. Vendor due diligence pre-empts every chip-down.
Headline £20m becomes £14m cash + £6m earn-out becomes £4m of earn-out paid. Structuring matters more than the headline; we negotiate the mechanics, not the press release.
BADR, employment status, share class structuring, EMI options, EOT election — all need to be in place 12+ months before completion. After the fact is too late.
Stage 1 of every Consult EFC engagement is a structured decision framework: which exit route maximises your goals (price, tax, legacy, speed, team continuity)? Here are the six we cover.
Sell to a strategic acquirer who pays for synergies. Highest cash at completion, fastest cultural shift, often best price for sub-£20m businesses.
Partial exit + meaningful roll-over. Get your "first bite" now, a "second bite" in 3–5 years, and a partner to scale.
Sell to your existing team, backed by debt or PE. Preserves culture, rewards leaders, often a smoother completion.
Sell 51%+ to an EOT — 0% CGT, tax-free bonuses for staff, founder typically stays as Chair. Increasingly popular for purpose-led UK SMEs.
A funded individual buys to run. Good fit for £1m–£5m EBITDA owner-managed businesses where the founder genuinely wants to step away.
Take cash off the table without selling control. Useful when the business is undervalued today but trajectory is strong.
Multiple expansion isn't magic. It's seven specific, evidence-led changes that PE and trade buyers consistently underwrite at a premium. Most owner-managed UK businesses can execute on five of them with focus.
Score my business →A staged programme so every quarter compounds the next. Stages 1–2 build the value; stages 3–4 capture it.
Stage 1 · Month 0
Benchmark against the 28-point PE/trade checklist. Output: an exit-readiness score, valuation range and prioritised value-build plan.
Stage 2 · Months 1–18
Execute the seven multiple levers. Quarterly board cadence, monthly KPI scoreboard, structured de-risk of every chip-down a buyer will find.
Stage 3 · Months 18–22
Vendor due diligence, equity story, IM, three-way model, management presentation, buyer long-list — to institutional standards.
Stage 4 · Months 22–30
Competitive process, indicative offers, exclusivity, confirmatory DD, SPA negotiation, earn-out structuring, completion mechanics, drawdown.
Two phases, two fees — designed so we only win big when you do.
Phase 1 · Prepare
Covers the diagnostic, value-build oversight and go-to-market preparation (Stages 1–3). Fixed monthly fee scoped to your stage and complexity. Pauses if you decide not to proceed.
Phase 2 · Complete
Charged only when the deal completes (Stage 4). Calibrated to the headline price, with an over-run uplift so we're paid to push beyond the indicative range — not just to transact at it.
Both fees are fixed in a one-page engagement letter before any work starts. No surprises, no kickbacks, no commissions from buyers.
"The biggest cheque of your life shouldn't be the first deal you've ever done. Our job is to bring institutional process, defensible numbers and competitive tension — so the buyer pays you for the business you've built, not the business they want to negotiate down to."
Kish Patel ACA · Founder, Consult EFC
Twelve to thirty-six months before you'd like to complete. Most of the multiple uplift comes from changes that take 12–24 months to land — recurring revenue, management depth, customer diversification. Start later and you sell what you have, not what you could have had.
A properly run 18–24 month programme typically lifts the headline multiple by 1–3x EBITDA and shifts material consideration from earn-out to cash at completion. On a £2m EBITDA business that's a £2m–£6m swing in net proceeds.
VDD is the report you commission on yourself before going to market — financial, tax, commercial, legal. It de-risks the buyer's process, accelerates the timetable, reduces chip-downs and lets you control the narrative around add-backs, normalisations and one-offs.
It depends on your goals: maximum cash now (trade), partial exit + second bite (PE), team continuity (MBO), tax-free sale with cultural continuity (EOT). Stage 1 of our programme is a structured decision framework so you choose with full visibility, not by default.
BADR reduces CGT to 14% on the first £1m of qualifying gains, rising to 18% from April 2026. We work with your tax adviser to ensure shareholdings, employment status and qualifying periods are structured to maximise the relief well before completion.
Three things: a credible forecast so the buyer doesn't need an earn-out to bridge the gap; clean metrics, short tail (12–24 months) and protective covenants; and enough cash at completion to justify the deal on its own — anything from the earn-out is upside.
An EOT lets you sell 51%+ of the business to a trust holding shares for the benefit of employees. Seller pays 0% CGT, staff get ongoing tax-free bonuses, culture survives. Not right for every business but increasingly compelling for UK founders.
Monthly retainer for Phase 1 (preparation) and a success fee on completion for Phase 2. Both fixed in a one-page engagement letter before any work starts. We accept zero commission from buyers.
From kickoff of the process (not the value-build) to completion is typically 6–9 months for a competitive trade or PE sale. EOTs and MBOs can be faster (3–6 months). Full programme including value-build: 18–30 months.
Mid-market UK trade and PE multiples in 2025–26 are broadly 4x–8x EBITDA for established services, 6x–12x for software/SaaS, lower for capital-intensive or single-customer businesses. The right exit plan moves you up that range — not just transacts at the median.
Yes — alongside your legal team. We focus on the commercial mechanics that drive net proceeds: completion accounts vs locked box, working capital peg, debt-like items, warranty caps, earn-out metrics and leakage. Legal owns the law; we own the numbers.
Yes — entirely. Mutual NDA available on request before the first call. We never disclose who we're speaking with, even to other clients.
Thirty minutes with a Chartered Accountant. An indicative valuation range, exit-readiness verdict and honest view of whether we're the right firm for your deal — either way you leave smarter than you arrived.
Book your exit strategy callICAEW Chartered · Ex-Big-Four Transaction Advisory · Independent · UK-wide · NDA on request