However, the steps above exclude one crucial point: how much of the sale consideration will you actually get to keep once HMRC claims their share? The solution is very simple – seek and engage with professional tax advice well in advance of any sale.

At EvolutionCBS, we pride ourselves on working alongside exceptional professionals who share our commitment to delivering the very best outcomes for our clients.

One of our valued Tier One Strategic Partners is Nordens, a highly regarded firm of Chartered Accountants whose expertise and proactive approach make them an important part of our wider professional network.

With specialist knowledge across a range of financial and advisory services, including Tax Planning, Nordens play a valuable role in helping business owners prepare for one of the most significant transactions of their lives.

In this article, Elizabeth Bello, Tax Manager at Nordens, shares her insights into why effective Tax Planning is such a crucial consideration ahead of a business sale.

Nordens: Why tax planning is essential for sellers…

 Am I going to lose more of my business sale proceeds to tax than I need to?

A sale is the biggest financial event many owners will ever go through. The headline price is only the start of the story. What you actually keep is decided by tax, and much of that is decided long before a buyer appears.

The figure in the offer is not the figure in your bank account. Your take-home depends on how the business is owned, whether the sale is of shares or of assets, which reliefs you can claim, and when the proceeds arrive. Each of those can be shaped, but only if someone looks at them early.

Good tax planning also does something less obvious: it gives you a clear, realistic number to measure offers against. Sellers who know what they will keep negotiate with confidence, and are far less likely to accept a deal that looks good on paper but falls short once tax is taken off.

The one issue to have at the front of your mind: timing.

If a seller remembers only one thing, it should be to speak to a tax adviser before heads of terms are agreed. Many reliefs depend on conditions being met for a set period, and changes to ownership or structure made close to a sale are harder to defend, and sometimes no longer possible. Once terms are signed, most of the useful options have gone.

It is also worth keeping an eye on the Budget. Announced changes can affect the outcome of a sale, so plans should be reviewed against them, rather than reacting once the rules have already changed.

Common pitfalls when tax advice is not sought

The same mistakes come up again and again. Picture Sarah, who owns a small design studio. A larger agency makes an offer, and she decides to move some shares to her husband just before accepting it. Done late and without advice, a transfer like that can change the tax result, and it would have been far easier to look at months earlier.

• Assuming a relief applies automatically. Reliefs have conditions. Not checking them in good time can be an expensive discovery.
• Agreeing the structure before understanding the tax. Deferred payments, earn-outs and share-based consideration can each change when tax falls due, and how much.
• Last-minute restructuring. Reorganising the business to tidy up for a buyer can have tax consequences of its own.
• Bringing in advice too late. Once terms are signed there is very little left to change.

Plan the exit before you need it

The best results come from treating tax as part of the sale from the very start. If you might sell in the next few years, the time to talk is now, while there is still room to plan.

Mike Whittle, Managing Director of EvolutionCBS, comments:

“Although an expert sell-side advisor can propose a valuation range based on market variables and coach you on how to handle the proceeds of a sale, they should recommend the services of a qualified tax specialist to definitively address how much tax you will pay on the monies received. Independent and qualified tax advice is an essential ingredient and something EvolutionCBS will always advise.

 “Albeit a crucial role in any sale, the remit of the sell-side advisor is primarily focused on the dynamics of the campaign the ‘nuts and bolts’ practicalities of preparing for exit, identifying buyers, marketing the company, negotiating the deal and helping the buyer navigate the journey successfully. In reality this encompasses a mix of advisory work, financial analysis, project managing the timeline, managing challenges in the process and frequently offering moral support.”

Preparation is key

The EvolutionCBS Deal Team runs a proactive, orderly sale process that places clients on the strongest footing before they go to market. Typically, this involves careful preparation, a detailed Discovery session, the drafting of required sale documents, and in-depth financial analysis.

Thinking about succession is a complex and challenging exercise. Sellers can expect their sale advisor to provide the necessary guidance aimed at maximizing their valuation and a favourable deal structure. Attention should be given to specialist advice that naturally sits alongside this, including Tax and Legal partners, who play a crucial role in achieving the best possible outcome.

Client Directors at EvolutionCBS typically lead deal negotiations, and a key strength of the group is identifying the granular issues, such as potential tax complications, that could jeopardise a sale and therefore require the input of a specialist Tax Advisor.

Whether you are considering your options or actively planning a sale, getting professional advice from an M&A advisor and appropriate Tax Advice from an expert will put you in the strongest position to maximise value and achieve the exit you deserve.

Thinking about selling in the next few years?

You don’t need to be ready to sell to start preparing.

Spend 30 minutes with one of our Client Directors for a confidential, no-obligation conversation about your business, your personal circumstances and what you can do now to prepare for the best possible outcome.

No pressure. No sales pitch. Just a conversation about your options.

Book your complimentary consultation HERE

On face value an off-market approach could appear as a “blue bird”, however it’s often wise to treat any approaches to buy your business with a healthy degree of scepticism. Especially when selling your life’s work for the right valuation will inevitably be a life changing event.

Verify First, Trust Later

If you are not actively seeking a sale you should be wary of anyone approaching you ‘cold’ to buy your business. Regardless of how enthusiastic they appear and quality of their approach, you should always verify that the individual in question is credible, their reason to buy your business makes sense and they are capable of following through on an acquisition.

In one example, a business owner was approached by an overseas investor; conversations flowed effortlessly and proof of funding arrived on bank letterhead paper. After several months of delay and frustration the owner was warned by a concerned individual, that the buyer wasn’t who he claimed to be. The Police were notified and indeed the attempt to purchase the company was fraudulent (the bank letterhead was a forgery).

Vetting any/all potential buyers thoroughly is a must. The EvolutionCBS deal team has decades of experience, undertaking intensive desk research in several continents and carrying out pre-qualification before a buyer gets too close to our clients. In this way we prevent scenarios where both your time and money may be wasted by any unsuitable candidates.

Follow the money

Funding is often a challenge when it comes to buying and selling businesses. We are currently blessed with a variety of online resources to scrutinise an individuals’/companies’ funding capabilities. You should use public domain resources, such as Companies House to review the filings an acquirer has posted and to identify related parent companies or persons with significant control.

If you simply take someone at face value, there is a danger that they will ultimately not be able to proceed with their offer due to a lack of funds. Being able to look at their balance sheet, previously completed acquisitions and the substance of their directors/related companies can reassure you of their capability to acquire.

Too often when approached by an individual or company the “too good to be true” effect means that we tend to throw out common sense. No matter how attractive the offer, always follow the money to ensure the buyer has the ‘firepower’ to complete on the deal.

One Buyer = No Buyer

It’s not unusual for business owners to be stressed with the day-to-day challenges of running their company. An offer to buy your business that appears out of nowhere could be a tempting proposition and a means of escape from the ‘hamster wheel’.

However, decision-making when stressed, underprepared and with limited options will lead to a weak negotiating position and ultimately a less than favourable valuation of your business. Desperation never results in an optimised valuation and indeed will lead you to compromises you should never make.

A sell side advisor worth their salt will take measures to ensure you have a choice of buyer and a number of offers on the table. Ideally, the advisor will want to create a competitive environment around the sale, by proactively seeking out the best possible buyers for your business, entering into confidential discussions, and inviting offers with only the most appropriate acquirers.

“Choice of buyer/offer” is a key part of the EvolutionCBS sale process. Especially given that sellers who are surprised by an unexpected buyer essentially have no plan B and limited room to manoeuvre. Ultimately if the surprise buyer does waste time, then it’s back to square one, whereas a proper process delivering a choice of acquirer puts you in the proverbial driving seat.

Protect your reputation

An off-market approach will make you vulnerable in ways you least expect. The moment you respond to the interested party, the knowledge that you want to sell your business will be out in the marketplace. What’s the harm you might ask?

It is crucial when embarking on a sale to ensure that your staff, customers and suppliers are informed by only you at the most appropriate moment, and with a carefully considered statement. Any rumour mill that might reach them could be seriously damaging, not just to your trading, but also your reputation as people are quick to misunderstand your situation/motives.

The ideal sale is one that where all interested parties do not get wind of your intention to sell until they have signed a Non-Disclosure Agreement (NDA), which protects your confidentiality and restricts any direct approaches to staff, customers or suppliers.

In one nightmare example, the potential buyer had received the entire customer list and had secretly approached key staff without challenge, because the unadvised seller had acted on trust rather than insisting on a confidentiality agreement. The moral of the story is to always protect yourself and the business by insisting on confidentiality.

Seek the right professional advice

From the initial idea of the sale, through to marketing the business and eventually negotiating/completing on a deal, having the right advice will protect your best interests at every stage.

Selling a business is fraught with stress and difficulty, so having the right team alongside you will ensure that you are guided away from any pitfalls and saved from unwitting errors. Especially when selling your life’s work, experience will count more than enthusiasm.

Getting good advice early on will also mean you are not on the back foot when approached by an acquirer. It is the most proactive step you can take to protect your future wealth and to maximise the valuation of your company. It will also protect your staff by ensuring an orderly, managed sale process that always considers the best outcome for your company – “preparation is everything” is the often-quoted mantra of our Managing Director, Mike Whittle.

The team around your table must include a sell side advisory firm and an M&A Specialist lawyer:

Sell side advisors (not brokers) will adopt a proactive stance and ensure your best interests are met at every stage. They typically will help you with the exit planning’, the marketing of the business for sale, undertake all negotiations for sale and provide guidance once lawyers become involved in the final stages of due diligence.

Experienced M&A Specialist lawyers add value at multiple points and are necessary for various stages of the sale process. For the vendors, your lawyer becomes a white knight, protecting you and your business throughout the deal, and tackling tricky issues on a point-by-point basis. Importantly they manage critical Due Diligence deal integrity and also draft the Sale and Purchase Agreement (SPA).

You may also require specialist tax advice and/or input from Wealth Managers, to assist your longer-team planning and to mitigate any tax liabilities resulting from the sale.

Conclusion

Cold approaches and off market offers to buy your business, that seem too good to be true, often lead to wasted time, legal fees, and potentially even fraud.  Getting good advice early on is the most proactive step you can take to protect your future wealth and to maximise the valuation of your company.

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Thinking about selling in the next few years?

You don’t need to be ready to sell to start preparing.

Spend 30 minutes with one of our Client Directors for a confidential, no-obligation conversation about your business, your personal circumstances and what you can do now to prepare for the best possible outcome.

No pressure. No sales pitch. Just a conversation about your options.

Book your complimentary consultation HERE

Commentators are sounding the alarm, particularly as the main higher rate was increased in the 2024 budget from 20% to 24% and the annual allowance (the amount exempt from CGT) was also reduced by 50% (source: Financial Times).

The impetus for any planned rise in CGT is driven largely by Labour’s plans under the Rt. Hon. Andy Burnham’s government to live up to its promises on not penalising working people by raising income tax, VAT and National Insurance.

The implications for business owners considering a sale are clear, whilst deal volumes and values have risen over H1 2026, the likely tax costs on sale monies following a raise in CGT could be significant.

Timing matters hugely, as any change to the tax regime would likely be deferred to next April 2027. This gives a small window of opportunity for those considering a sale to act decisively ahead of any proposed changes.

Business Asset Disposal Relief should hopefully remain in place allowing those business owners with qualifying shares to pay a lesser amount of CGT, with the caveat that the relief rate increased in April 2026, and may also be subject to a further rise in 2027.

The EvolutionCBS deal team can give proactive advice, guidance and an orderly managed sale process for those business owners considering selling pre-April 2027. For those considering a sale receiving professional tax advice from a trusted advisor is crucial ahead of a sale.

This blog is for marketing purposes only and seeking independent tax advice is highly recommended.

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Thinking about selling in the next few years?

You don’t need to be ready to sell to start preparing.

Spend 30 minutes with one of our Client Directors for a confidential, no-obligation conversation about your business, your personal circumstances and what you can do now to prepare for the best possible outcome.

No pressure. No sales pitch. Just a conversation about your options.

Book your complimentary consultation HERE

The UK remains a very attractive marketplace, as the 5th wealthiest economy in the world with a vibrant community of 6m SMEs. The UK is a good base for international trade, both in the Anglophone world and internationally, London is recognised as a global business capital; attracting investment from the USA, Europe and further afield.

The EvolutionCBS deal team has proactively engaged acquirers across three continents on behalf of clients this year. Foreign acquirers and investors have often featured in our sale projects, with buyers engaged in multiple regions, including: the Americas (40%), Europe (37%), Scandinavia (17%) and Asia (4%).

Earlier this year, our deal team successfully completed the sale of industrial door specialists Bi-Fold Rolfe to European entrance systems organisation ENTRO Service GmbH.

ENTRO Service GmbH, is an interesting example of the types of acquirers voraciously seeking UK companies. With revenues exceeding €50 million in its German operations, the conglomerate company is a leading provider of entrance and access solutions, fire protection, and security systems. The group addresses central challenges for owners, employees, customers, and suppliers through strategic partnerships and investments in profitable medium-sized companies.

Founded by entrepreneurs with the aim of creating a Europe-wide group, the acquisition of Bi-Fold Rolfe represents a strategic beachhead in the UK, giving ENTRO a strong local presence and platform to grow its footprint in the entrance, access, and fire protection sectors. This reinforces the central point, some buyers are proactively purchasing UK companies with no sign of decreasing appetite.

For those business owners considering a sale of their business, it is crucial to engage an advisor with the desk research capability to reach international markets, to engage acquirers across borders and to negotiate successfully with multinational groups. Key to attracting higher valuations is the ability to create a competitive environment around the sale, this will include successfully attracting both domestic and international acquirers.

Thinking about selling in the next few years?

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

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If you would like a no-obligation consultation on the sale of your business or would like to discuss our Business Valuation Service, click here.

As a long-established premium provider of business sale advisory services to UK businesses, EvolutionCBS offers business owners a complimentary and confidential discussion on how their specific objectives could be met and provides them with pragmatic, practical advice on how to begin preparing both themselves and their businesses for future sale or investment.

EvolutionCBS works with owners of UK businesses in any sector, finding buyers from around the world through highly targeted research and supporting clients with dedicated Director-led teams, at every stage of their journey to a successful sale or investment, we boast a market leading success rate with a 15-year average above 75%.

If you are an owner or shareholder of a business and would like a no-obligation consultation on the sale of all or part of your business, please email: info@evolutioncbs.co.uk or contact us on Tel: 0118 959 8224.

Limited second tier management and under-resourced front-line staff can all be reasons a company becomes over-reliant on the owner. From your point of view, you are juggling many plates, facing customer, staff and supplier issues, so it’s natural to get stuck in ‘managerial’ mode.

However, in the eyes of a potential acquirer, your key role in the business appears as a weakness rather than a strength. Equally, if you have reached a point where you would like to step away from day-to-day operations, you can expect an acquirer to place golden handcuffs on you before you can eventually exit.

Below we explore how you can avoid owner-reliance and build a business that can thrive without you, improving your chances of a successful sale and a maximised valuation.

Build a Second-Tier Management Team

One key aspect of escaping the owner-reliance trap is having a strong second-tier management team. Are you the one managing key customer accounts? A Sales Director can be recruited to take up the mantle of customer relationships. Do you roll up your sleeves to sort out staff grievances? An Operations Director working with an HR consultant can shoulder the burden.

With a sensible forward looking business plan, you can recruit and incorporate elements of a second-tier management team to gradually release you from the day-to-day tasks of the business. This leaves you clear to focus on company strategy, growth and leadership, all of which cold allow you to unlock further value in your business.

As your second-tier management team handles the day-to-day operations, you can implement 360 feedback, to aid continuous improvement and to embed business continuity practices where you are no longer the critical decision maker, or key client contact. This will provide significant reassurance to any acquirer considering an acquisition of your business.

This final step is crucial in releasing you from day-to-day tasks. Trusting the team to make decisions and to follow through on them will create an environment that will be immediately obvious to an acquirer, delivering significant confidence in the ability of the business to function effectively without you.

It’s too expensive to not step back

One argument against building out a management team is the cost of additional head count. To hire anyone decent, equip them with a laptop, phone and possibly a company car is costly. However, ask yourself: can I afford not to create an effective leadership team?

Life has many unexpected twists. The scenario where you go on holiday only to have your phone ring constantly due to a client issues or needing to support a family member and therefore losing a significant order; all these issues can be mitigated with the presence of a second-tier management team.

Additionally, once you are engaged with an acquirer, the absence of a leadership team can have serious consequences for any valuation you receive. For example, part of the deal may be contingent on you handing over your key customer relationships to the new owner, due to the risk of unwanted churn.

This type of deal structure can limit your options in a sale. You may want the flexibility to exit a few weeks or months after the sale, but suddenly you must stay to achieve a deferred amount of deal money, or earn-out, tied to the role you currently play in the business and the customer relationships you hold.

A second-tier management team releases you from the threat of such obligations in any deal. Instead, any earn-out or deferred elements will focus on your leadership team, allowing you the choice to step away or remain in place.

Business Continuity Management Systems

Lastly, your internal procedures and processes must be underpinned by effective systems. This can be documented procedures and policies but can also take the form of enterprise systems for reporting, management and controls.

These systems can provide not only a store of business-critical information, but also act as an invaluable, transparent resource for anyone buying the business. One key point is the confidence you build in an acquirer when your business is underpinned with strong systems and procedures in place.

Crucially, systems such as Zero or QuickBooks, which allow you to transparently manage accounting, payroll and inventory prove their worth during Due Diligence proceedings, ensuring a much swifter period of financial scrutiny before any deal is done.

Put your feet up

The final test of a business that successfully thrives without you is whether or not you can step away from day-to-day operations and the business continue operating smoothly. This could be a long weekend away with family, a foreign holiday or some other recess, which removes you from business.

If you can demonstrate to a buyer that the company functions effectively without you, it is highly likely you will attract a maximised valuation, with offer terms that will suit your exit. It will also offer you an opportunity to ‘re-invest’, such as taking shares in the newco post-sale, confident that the leadership team you have built will continue to drive success.

Conclusion

Always keep in mind that owner-reliance is one of the biggest threats to a successful business sale: when an owner is too central to daily operations, buyers see that as a risk rather than a strength.

Key to attracting higher valuations is your ability build a strong second-tier management team to take over key functions like customer relationships, sales and HR, freeing the owner to focus on strategy while giving buyers confidence that the business can run independently.

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.

For company owners and shareholders, selling a business demands a carefully assembled team of professional advisors and technical specialists. The complexity and potential pitfalls of this process require expert preparation, financial analysis, arm’s length negotiation (to protect the seller from the process), deep experience in deal and contract management and constant clear and managed communication.

This means that from the initial idea of the sale, through to marketing the business and eventually negotiating/completing on a deal, having the right advice will protect your best interests at every stage.

Below we explore the different advisors that can have a significant impact on your sale and guide you to a successful completion:

Sell side advisors (not brokers)

 The role of the sell side advisor is paramount, as they will typically help you with exit planning’, the marketing of your business, central deal negotiation, management of potential acquirers, and provide guidance once lawyers become involved in the final stages of due diligence, to ensure the agreed deal is delivered.

Very early on in the process, a sell side advisor will, identify those aspects of the business that require addressing before marketing your business for sale. This could include reviewing customer, supplier and staffing issues, such as contracts or outstanding legal proceedings.

They will also lead the preparation of the sale documentation, such as the Information Memorandum, the prospectus that gives a detailed overview of the business, and which typically informs the basis of a buyer’s valuation.

The question of ‘who could buy us?’ will also be addressed rigorously by the sell side advisor, meaning that all interested parties will be carefully vetted. Whether it is a Private Equity firm, other financial investors, competitors or strategic buyers, the advisor should vet each party thoroughly before inviting them to the table.

At the point at which an offer is received a sell side advisor will help you understand the detail and scope: the overall ‘price’ or Enterprise Value, the structure and how sale monies will be paid out to you. Importantly, they should negotiate hard on your behalf, inviting multiple interested parties to the table and excluding those that might negatively impact you.

Ultimately, the sell side advisor should represent your best interests throughout the sale, by delivering a maximised valuation with terms that suit your post-sale plans.

NOTE: Avoid ‘brokers’ that simply place your company for sale online but give little/no input on preparing for sale and during offer negotiations – the stages that matter most. You should keep in mind the adage you get what you pay for, especially when you are essentially selling your life’s work.

Financial Analysts

Analysts have a key role to play in preparing the business for sale, especially when buyer scrutiny is a factor. Typically they will engage a financial analysis, to accurately document the performance of the business at a level that statutory accounts simply won’t convey.

Their depth of review of the company adds confidence to any sale process, for example, by demonstrating cash flow, quantifying surplus cash and highlighting historic trends in revenue and profitability.

Financial Analysts should produce a forward-looking performance plan that documents revenue, gross profit and net profit over the medium-term horizon (typically three years). This provides a strong/persuasive argument for any buyer that is reviewing the performance of the business and should give ample data for valuation purposes.

Crucially, they also distil years of operational data into concise, relevant insights: market share, customer churn, and similar metrics. When profitability is assessed for sale purposes, analysts will formulate EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) by applying appropriate “add-backs.” This normalised figure becomes the foundation on which an acquirer can form a realistic offer.

NOTE: Analysts will not only perform a detailed review of the financial performance of the business, they will also assist with addressing the detailed questions that arise during offer negotiations/commercial due diligence.

Leading Law Firm Collyer Bristow – Trusted Partner of EvolutionCBS comment:  

When selecting a lawyer, it is important to retain a firm with a solid track record of completing M&A deals. Selecting a firm with a team inexperienced in M&A work could prove costly, as these transactions are intensive projects where the buyer’s advisors can exploit the absence of specialised and prompt advice.

Experienced lawyers add value at multiple points and are necessary for various stages of the sale process. At the beginning of the sale process lawyers can address any tricky issues identified by your sell side advisor, such as reviewing key client contracts, resolving employee disputes or simplifying your business structure.

Once an acceptable offer is received, an experienced lawyer will get involved with the review/drafting of Heads of Terms, which set out the key terms of the buyer’s offer along with the anticipated timeframe to complete the sale. Heads of Terms should clearly define how much the buyer will be paying and whether any elements will be contingent/deferred, along with other matters, such as the duration and scope of any restrictions on your post-sale activities.

Due Diligence truly tests the determination of vendors, sell side advisors and M&A lawyers. Once due diligence is underway, lawyers will support you in addressing the enquiries and issues raised by the buyer’s legal team. Alongside this, your lawyers will often assist with the preparation and management of a secure data room, which will provide the buyer and their advisors access to key business documents, such as corporate and accounting records, customer and supplier contracts and employment information.

Importantly, your lawyers will advise you on the Share Purchase Agreement (SPA), which legally documents the transaction. This is often a lengthy and complex document, where specialist advisors can ensure that your interests are protected, and you understand exactly what you are agreeing to.

Depending on the structure of the buyer’s offer, other documents will certainly be required, and an experienced lawyer will be able to prepare and advise you on everything required to ensure a successful sale.

For the vendors, your lawyer, alongside your M&A Adviser, become your white knights, protecting your best interests in the deal, and tackling tricky issues on a point-by-point basis.

Wealth Managers Cazenove Capital – Trusted Parter of EvolutionCBS comment:

Wealth Management advisors can help with short-term financial security/liquidity, medium-term lifestyle needs and longer-term legacy planning.

Cazenove Capital will invest money into separate strategies: A short-term cash pot (for tax and ongoing living expenses), a central investment pot (as a source of regular income) and a longer-term legacy pot.

In the short term a key concern post business sale is ensuring security and tax efficiency of cash received; this should be the number one priority post sale whilst a longer-term plan can be formed.

In the medium-term investing money in funds and stocks and bonds will provide a higher real return than liquid cash due to market growth, tax efficiency and protection against inflation.

In the longer term Cazenove can create a legacy investment strategy for long term goals such as inter-generational wealth transfer, trusts, foundations, philanthropy or charitable giving.

Ultimately inflation, along with poor tax planning, remains the biggest long-term threat to the real value of your assets.

As the wealth management division of Schroders, Cazenove Capital are highly experienced with over £100bn of global wealth assets under management. We have presence in the Americas, EMEA, Asia Pacific, UK & Channel Islands. Cazenove focuses on a long-term view and a comprehensive approach, combining portfolio management, banking, wealth planning and treasury services.

Cazenove have an ongoing relationship with their clients, which includes regular review meetings to assess asset allocation, altering circumstances and any change to objectives.

Conclusion

The right advisory team will manage all aspects, preparing the business for market, identifying issues to fix beforehand, drafting sale documentation (such as, the Information Memorandum), identifying/vetting potential buyers, and negotiating deal terms. So, choose who you want to represent you carefully, when it comes to selling your life’s work.

A prudently assembled team of professional advisors and technical specialists will deliver an orderly sale process, stress-free and protecting your best interests. Ultimately, they will ensure you achieve maximum value for your business. To quote the medieval proverb, “many hands make light work”.

Rob Watson, a solicitor specialising in M&A work at Collyer Bristow LLP agrees, noting that “a good team will work closely with you to help manage the competing drivers of running your business and successfully selling it. Selling your business is very stressful at the best of times, but making a good choice of advisor at the outset can ensure that at all times you feel listened to, supported and able to make informed decisions about the sale of your business”.

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.

Selling your business might be one of the most important journeys you will ever undertake. There is a temptation to view a sale as simply transactional, yet experience has taught us that selling a business can be a highly exhausting and emotional experience for sellers.

Mixed emotions

Whatever your motivation for selling, it’s likely a mix of factors that led to your decision – both personal and professional. For some it can be simply a case of seeking a return on investment after years of hard work, for others they may feel motivated by a desire for more time with family or a change in lifestyle, away from the stresses of running a company.

When preparing to sell an experienced advisor will tell you from the outset to start with the end in sight. This quickly becomes difficult when faced with the very real issues involved in selling, such as, what will happen to loyal staff and family members that work in the business, and how will you invest your time once free of running the business.

An experienced advisor can help delineate the path through the sale, including making allowances for loyal staff and employed family members. They can help you understand the protections in place for staff and how your legacy can be protected once the business is in the hands of the new owners.

Cognitive overload

Once the decision to sell is made and you have reconciled with the pros and cons of choosing to exit, a new set of challenges awaits. Excitement can quickly deteriorate into anxiety as the reality of the sale hits home. Preparing a business for sale requires a significant amount of mental energy, discernment and rational thinking.

Business owners can easily become overwhelmed with the significant number of issues that need attention when preparing for sale. For example, ensuring the financial performance of the business can be accurately presented in sufficient detail for acquirers can be painstaking. Undertaking this level of thinking and effort alongside running a business can be very stressful and time consuming.

Sell-side advisors that are credible will help you prepare for sale effectively and guide you through a thorough financial review of the business. They should undertake the heavy lifting when it comes to assessing and documenting the performance of the business. This takes the pressure off, leaving you confident that your business will be accurately presented to potential buyers.

Proactivity

Engaging proactively with potential buyers is both time consuming and mentally demanding. Verifying that the party sitting across the table for you is credible, has integrity and can proceed with the purchase requires experience and an in-depth understanding of company sales.

Discussions can easily become entrenched on issues that seem simple, such as agreeing the working capital requirements of the business, or whether senior staff are paid in line with sector pay scales. Negotiations can be significantly frustrating and without the presence of an experienced advisor, a sale process can fail.

Your sell-side advisor should step up during the marketing of the business, to remove the burden of initial conversations and negotiations from you. They will create the required Information Memoranda, organise confidentiality agreements with interested parties, field awkward questions and turn away anyone that is simply not appropriate, leaving you free to continue running your business successfully.

Due Diligence

Once an offer is accepted and hopes build for a successful sale, one final hurdle remains. Due Diligence proceedings, which are exhaustive and time consuming, involving advisors for both parties and importantly corporate finance lawyers to ensure the sale is legally codified and completed.

For many owners this final stage of Due Diligence can be overwhelming and exhausting (deserving of its own circle of hell in Dante’s Inferno). It is not unheard of for the sale price and deal structure to alter significantly during this phase, leading to sleepless nights and bad-tempered exchanges.

The number of questions fired from both sides, the level of documentation exchanged (including a comprehensive data room) and the late-night calls and emails, are all very real pressures of this phase. Additionally, the number of specialists actively involved, including lawyers, advisors, tax specialists and others can prove mind-boggling.

Your advisor must proactively engage with Due Diligence proceedings, managing the information flow and controlling all parties to ensure the sale happens in a timely manner and with as little deal re-structuring as possible. Importantly, the advisor should keep your stress through this period to a minimum! This is when an advisor truly earns their fee.

Note: Deal fatigue is a commonly used euphemism for the intense emotions and demanding aspects of Due Diligence and is best avoided by retaining the right level of expert advice.

The aftermath

Once the sale monies are transferred to your account, the feeling can be akin to a lottery win, after the exhaustion of the months of trying to achieve a sale. Waking up to the reality that the business that demanded years of focus and energy is now gone, can catch some owners off-guard. This is when your endgame, your original reason for selling, becomes of paramount importance.

For one EvolutionCBS client, a developer and manufacturer of high-end electronics, they chose at the start of their sale journey to join the acquirer’s business, wanting to pursue a role in a much larger organisation with significant commercial reach/impact, while ensuring his staff were well looked after and offered new opportunities.

Another client chose to leave commercial life all together, after many years as a specialist in bespoke design and construction services for controlled environmental facilities. He opted to re-skill and train as a Magistrate, to give back to his local community.

Whatever your motivation, selling a business will be a demanding exercise, both emotionally and physically. To quote Shakespeare: “Though this be madness, yet there is method in’t.” Having a trusted advisor at your side will make the journey significantly less stressful, as well as enabling you to continue to drive your business forward successfully.

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.

2026 is proving to be a significant year for M&A activity, with a notable shift in the conversations taking place between business owners, investors and acquirers with regard to strategy.

Aligned to this there has been a 12% rise in the aggregate value of UK M&A activity to £131bn (source: PWC), with a strong appetite for high-quality UK businesses across many sectors, from Private Equity houses, trade/strategic buyers and financial investors still actively looking for opportunities.

Significantly, the average deal size increased by 28 percent, with interest rates and reducing inflation adding further impetus to buyside intent and activity. As a result, many informed business owners are beginning to prepare and position themselves, well ahead of any formal sale process.

What buyers are seeking

According to commentators ‘quality businesses’ are in high demand and attracting serious acquisition interest (source: PWC). Below we assess some of the key criteria credible proactive buyers are currently seeking:

1. Recurring/Predictable Revenue

Businesses with strong levels of recurring or repeat revenue continue to attract significant interest.

Buyers place considerable value on visibility and predictability of earnings, particularly in uncertain economic conditions. Long-term contracts, retained clients, subscription models and recurring service revenues can all contribute positively to valuation and deal confidence.

2. Strong/capable Second Tier Management

Businesses where knowledge, relationships and operational control sit too heavily with the owners can indicate significant risk in the mind of the acquirer. Often companies with heavy owner-reliance see potentially reduced deal values/sale prices.

In contrast, companies with capable second-tier management teams, delegated responsibilities and operational maturity are often viewed as highly attractive, commanding higher deal values.

This does not mean founders need to step away from their business before considering a sale. However, demonstrating that the business can continue to perform and grow beyond the founder is increasingly important.

3. Clean Financial Reporting and Visibility

As the old adage goes, Turnover is vanity, Profit is sanity, Cash is king! Yet cash generative businesses with poor financial controls and reporting frequently encounter difficulties when attempting a sale.

Decent internal systems and accurate financial reporting is one of the clearest indicators of a well-managed business. Businesses with strong reporting disciplines often progress through due diligence more efficiently and with fewer challenges later in the process.

4. Strong/Growing Market Sector

Market sectors offering strong growth and good earnings potential naturally attract investment and higher levels of M&A activity. Commentators are highlighting TMT, financial services, energy infrastructure, and healthcare as key active sectors in 2026 (source: PWC).

As a sector agnostic advisor, the EvolutionCBS deal team continues to see strong interest in a wide range of sectors, including fire safety, consultancy, B2B product supply, engineering and specialised manufacturing.

Crucially, companies with a defensible sustainable growth potential, market position, strong client relationships, and technical expertise/differentiated capabilities in these sectors.

Preparation is key

For business owners considering a sale preparedness is essential. One of the biggest misconceptions around business sales is that preparation only becomes relevant once an owner has decided to sell.

In reality, the opposite is often true. The businesses that achieve the strongest outcomes are frequently those that have spent time preparing well in advance: strengthening management structures, focused on growth and cash generation, reducing risk and understanding how buyers may view the business.

Being well prepared will not only creates options for owners, but allows shareholders to make decisions from a position of strength rather than pressure.

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.

In reality, it marks the beginning of one of the most important phases of the transaction.

The period between agreeing heads of terms and completing a deal is where the detail behind the deal is fully explored — assumptions are validated, risks are identified, and both parties build the confidence required to complete. While much of this work happens behind the scenes, it plays a decisive role in determining whether a transaction completes smoothly and on agreed terms.

Due diligence is where value is confirmed — and tested

Following an agreed offer, the buyer will undertake a detailed due diligence process.

This goes beyond simple verification. It is a comprehensive review of the business across financial, commercial, operational, and legal areas — giving the buyer a far deeper understanding of how the business performs in practice.

When a business is well-prepared, this stage typically runs in a structured and efficient way, reinforcing the value already agreed.

Where preparation is less robust, however, issues can surface at a point where leverage has shifted — which can lead to increased scrutiny and, in some cases, pressure on value or deal terms.

Managing the process, not just the transaction

This stage brings together multiple parties — legal advisers, financial advisers, management teams, and the buyer’s due diligence providers — all working towards completion.

Information requests become more detailed, timelines can come under pressure, and momentum can be lost if the process is not actively managed.

Our role during this phase is to lead and coordinate the process end-to-end — managing information flow, driving momentum, aligning all parties, and ensuring that the deal agreed at heads of terms is the deal that is delivered at completion.

Maintaining value through clarity and control

As buyers gain deeper insight into the business, it’s common for elements of the deal to be revisited — whether in relation to pricing, structure, or contractual terms.

This is a natural part of the process. Greater visibility allows both sides to refine the agreement with greater certainty.

Where a business has been well-positioned from the outset, and potential issues have been identified early, these discussions tend to be constructive and well-controlled.

Where this is not the case, there is a greater risk of value erosion as the process progresses or even deal collapse — which is why preparation and active management are critical.

Completion is the result of a well-managed process

Completion is not simply a final step — it is the outcome of maintaining momentum, managing detail, resolving issues and keeping all parties aligned as the process evolves.

By taking a hands-on role throughout, we ensure the process remains controlled, focused, and progressing towards a successful outcome.

Preparation makes the difference

As with every stage of a transaction, what happens between offer and completion is heavily influenced by the level of preparation beforehand.

A well-prepared business, supported by a structured and proactively managed process, is far more likely to move efficiently through due diligence and complete on agreed terms.

For many owners, this stage provides both clarity and challenge — testing the detail behind the deal while ultimately strengthening it.

In our experience, the better prepared a business is for this phase, the more controlled, constructive, and successful the journey to completion becomes.

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.

What is less often considered, but equally important, is whether the advisory team leading that process has the depth of experience required to position the business effectively in front of the right buyers.

This is particularly relevant in sectors such as Technology, Media and Telecommunications (TMT), where value is not always immediately visible on the surface, and where buyer expectations are shaped by a combination of commercial, technical, and strategic factors.

Against this backdrop, EvolutionCBS is pleased to welcome Dolf Campman and Pradip Somaia, Partners at our sister company Regent Evolution, to the team further strengthening our capability in these areas.

Experience that reflects how buyers assess value

Both Pradip and Dolf bring extensive experience advising on complex corporate transactions, with a particular focus on TMT and technology-enabled businesses.

Pradip Somaia, a Fellow of the Chartered Institute of Management Accountants and Chartered Global Management Accountant, brings more than two decades of corporate finance and M&A advisory experience. His transaction track record includes advising on a number of notable deals, including the sale of BTCSoftware to HG Capital-backed Bright Group and InfoFlex to Civica. Over the course of his career, he has led more than eighty advisory assignments spanning acquisitions, divestments, business sales, funding rounds, valuations, and strategic consulting.

Pradip Somaia, a Fellow of the Chartered Institute of Management Accountants and Chartered Global Management Accountant, brings more than two decades of corporate finance and M&A advisory experience.

His transaction track record includes advising on a number of notable deals, including the sale of BTCSoftware to HG Capital-backed Bright Group and InfoFlex to Civica. Over the course of his career, he has led more than eighty advisory assignments spanning acquisitions, divestments, business sales, funding rounds, valuations, and strategic consulting.

Dolf Campman is a senior investment banking professional with significant international experience across the TMT sector. His work spans B2B software, telecommunications, broadcasting and publishing, providing him with a broad perspective on how businesses are evaluated by both strategic acquirers and financial investors. He is particularly experienced in cross-border transactions and in supporting entrepreneurial and private equity-backed businesses through buy-and-build strategies — enabling him to identify where value can be created, and how it can be clearly articulated within a sale process.

Together, their experience reflects a deep understanding of how buyers assess risk, structure transactions, and ultimately determine value.

Strengthening capability, not increasing volume

These appointments are not about increasing the number of clients we work with. They are about strengthening the level of expertise we bring to each engagement.

At EvolutionCBS, we continue to work with a small number of clients at any one time, allowing us to provide a Low Volume Premium Guided Service built around senior leadership and sustained involvement throughout the process.

By adding further depth of experience within the TMT sector, we are better positioned to support clients operating in these sectors — particularly where transactions involve technical complexity, international considerations, or evolving buyer expectations.

Building each process around the individual business

While sector expertise is valuable, our approach remains focused on understanding each business on its own terms.

Our role is to identify specific drivers of value within each opportunity, ensure that they are clearly presented, and manage the process in a way that protects and enhances that value throughout.

This requires detailed preparation, careful positioning, and a level of involvement that extends well beyond simply bringing a business to market.

EvolutionCBS Managing Director, Mike Whittle, commented: ‘We are delighted to formally welcome Dolf and Pradip to the EvolutionCBS team. Over the past 16 years, we have remained committed to our core values of quality, integrity, and passion, underpinned by the depth of experience our team brings to every transaction. I am confident that Dolf and Pradip share this mindset and will be a valuable addition for both our colleagues and our clients.”

Thinking about selling in the next few years?

Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.

Learn more and book your place HERE

At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.

Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.

To discuss valuation, readiness or future strategic planning in confidence, please contact us.