UK: Enterprise: For Entrepreneurs, Growth Businesses And Their Advisers - Spring 2012

STIMULATING THE ANGEL INVESTMENT MARKET

By Adrian Walton

Enterprise looks at two new schemes set to provide a welcome boost to the angel investment market.

The UK Government has long recognised the important contribution small businesses make to the wider economy. Yet relatively few incentives have been made available to help early stage companies attract the type of investment they need to get off the ground and to the next level. This has been even more of a problem with bank funding so scarce in recent times. But things could be set to change.

The Seed Enterprise Investment Scheme (also known as the Seed EIS or SEIS) and the Business Angel Co Investment Fund (Angel CoFund) are two very different schemes, but essentially have the same objective: to support the Government's growth agenda by helping early stage companies raise the finance they need to set up and grow their businesses.

Seed EIS

The SEIS is a new tax-advantaged venture capital scheme, similar to the Enterprise Investment Scheme (EIS). It applies to unquoted companies (AIM is regarded as unquoted here) carrying on or looking to carry on a qualifying trade, with a maximum of 25 employees and gross assets of up to £200,000.

Income tax relief

Individuals who invest in qualifying businesses on or after 6 April 2012 can claim income tax relief of 50% of the amount invested, up to an annual investment amount of £100,000. Any unused annual amounts can be carried back to the previous year, as with the EIS. Directors can invest in their own company but only if they hold less than a 30% stake.

CGT exemption

For the first year of the new scheme only, i.e. the tax year 2012/13, the Government will offer a capital gains tax (CGT) holiday on any gains made on the disposal of assets that are reinvested in SEIS shares. After a qualifying period, SEIS shares disposed of at a gain will be exempt from CGT in the same way that EIS shares are.

Restrictions

A total investment limit of £150,000 applies to qualifying businesses and they are required to spend at least 70% of monies before a claim for SEIS approval is made. Businesses that have received previous EIS or venture capital trust (VCT) investment will not be eligible.

The Angel CoFund

The Angel CoFund is a private sector organisation set up to boost business angel investing in England and support job growth within the small business community.

Investment availability

Launched in November 2011 using a grant from the Regional Growth Fund, the Angel CoFund plans to invest £70m or more in small businesses over the next ten years. It can make initial equity investments of between £100,000 and £1m, subject to some geographical restrictions and an upper limit of 49% of any investment round.

The fund isn't open to direct approaches from individual businesses. Instead, investee companies must first secure the interest of a business angel syndicate or network.

Syndicates

Business angel syndicates must be made up of at least three active investors. They are responsible for identifying suitable businesses in which to invest, performing due diligence and negotiating terms. They should also be able to offer their knowledge and expertise to monitor and support the portfolio.

Syndicates become Angel CoFund partners once they have had a deal approved. An independent investment committee makes investment decisions based on satisfactory due diligence and a compelling investment case.

Following approval, the Angel CoFund will offer the syndicate a 2.5% one- time fee and be available for follow- on investments, subject to investment committee approval. The syndicate is obliged to offer all future qualifying deal flow to the fund on the same or better terms as other investors.

Looking ahead

The introduction of the SEIS and Angel CoFund are welcome developments for both early stage companies and angel investors. It will be interesting to see how they impact the funding market in the coming year.

EQUITY FINANCE Q&A - OLLY LTD'S FUNDING STORY

Raising equity finance can be a daunting experience. Henry Becket, CEO of Olly Ltd, recalls his journey to securing early stage investment.

Describe your business.

Set up in 2009, Olly Ltd has created 'Olly the Little White Van', a 52-part children's animated TV series, which has been licensed to broadcasters, publishers, toymakers and others worldwide.

Tell us about the external investment in your business.

In the last two-and-a-half years, I've raised around £3m.There are approximately 40 investors in the business, each of whom has invested between £10,000 to £500,000.

What three issues were most important to investors when deciding whether to invest in your business?

1. Me – essentially my knowledge, experience and enthusiasm
2. The strength of the concept
3. The outline business plan

How important was the discussion about exiting the business as part of the investment process?

For most investors, especially EIS investors, it was a key factor in the decision-making process. Olly Ltd is an international business, which presents various possibilities when the time comes to sell. This makes it an attractive investment proposition.

How important are EIS/VCT schemes to you as an entrepreneur?

The EIS is vital to investors who are UK- based taxpayers. Around £1.3m of the £3m I've raised so far has benefited from EIS relief. This highlights the importance of the scheme to investors.

What surprised you most about the fundraising process?

I was surprised by the length of time the whole process took. But there were also huge variations in the types of due diligence requested, from basic information such as a Certificate of Incorporation to signed copies of contracts or deals to highly detailed forecasts looking several years ahead. Some potential investors asked to talk to existing investors (in some cases, half-a- dozen meetings were held), while others had no face-to-face discussions at all. Some investors took half an hour to make a final decision and some took six months.

Henry Becket, Olly Ltd
www.ideasatwork.ltd.uk
www.ollythelittlewhitevan.co.uk

ALTERNATIVE SOURCES OF FUNDING - LOOKING BEYOND THE BANKS

Enterprise looks at some of the alternative funding options available to businesses and individuals.

The economy has created a challenging environment for businesses and investors are finding it difficult to get returns above inflation. With many businesses struggling to raise finance through traditional routes, a range of alternative funding business models are emerging to fill the void.

Retail corporate bonds, whereby companies go directly to their customers and the public for financing, are gaining in popularity. Hotel Chocolat is a recent high-profile example and raised more than £4m by selling bonds to members of its Chocolate Tasting Club. Instead of receiving interest on their investment in cash (as is the norm), they get a box of chocolate either monthly or every other month.

Another of the new companies offering innovative finance options is Market Invoice. It's an online marketplace where growing companies selectively auction their invoices to a network of high-net- worth and institutional buyers. By selling these invoices online, businesses can access flexible working capital immediately rather than waiting for their customers to pay.

For individuals looking for a quick loan, online lender Wonga.com offers loans for up to a month. Interest is calculated based on how much borrowers want and for how many days before the loan is processed. Once an application is approved, money is deposited into a bank account within minutes.

Raising finance has always been a time- consuming, challenging process. Here are some new and emerging models that disrupt the historical norm.

Q&A: STATESMAN TRAVEL - FLYING HIGH WITH THE BUSINESS GROWTH FUND

Statesman Travel Group was the first company to contact the BGF, a new scheme intended to help SMEs bridge the equity gap by providing qualifying businesses with £2m-£10m of growth capital. Mervyn Williamson, joint managing director, shares his experiences.

Please describe your business.

Statesman Travel is one of the UK's top ten business travel management companies, looking after the needs of corporate and private clients. It was established in 1975 and acquired by Jon Langley and myself in July 2007.

How much funding did you need from the Business Growth Fund (BGF) and why?

To continue to provide best-in-class customer service and technology solutions, we needed a greater market presence. We identified Commodore International Travel Limited – a successful business in existence for over 30 years and in need of a corporate makeover – as our ideal acquisition target. We had no external debt in the business and worked out that we would need £4.25m, for which we were willing to sell a minority shareholding in the company.

What made you decide to apply to the BGF?

Lloyds TSB, our corporate bankers and a key shareholder in the BGF, recommended that we contact the fund. We were the first company to do so and it resulted in a very positive response to our proposition.

Was there anything that surprised or frustrated you about the process?

The process took approximately three months from start to finish. It helped to have our regular, trusted advisers on side, namely Smith & Williamson and Collyer Bristow. The BGF provided a team of experts to help with the due diligence, which was very useful because it doesn't pay to take your eye off the business during these transactions.

Beyond funding, how do you expect the BGF to support your business going forwards?

We are committed to a long-term partnership based on trust and mutual objectives. The BGF has a director on our board and we anticipate having ongoing access to its management team and employees. We can share in their knowledge and contacts, including introductions to other BGF investee companies.

INSIDE PRIVATE EQUITY

By Brian Livingston

Brian Livingston, head of mergers and acquisitions at Smith & Williamson, sets out some of the fundamentals of private equity investment.

At the end of 2011, Smith & Williamson hosted 'Inside Private Equity', an event which set out to inform business owners about private equity investment and introduce them to potential investors. The event provided some fascinating insights into how private equity works and how to get it. Here are just a few of the highlights.

Why would you want private equity investment?

Private equity is not a panacea. Deciding whether it's right for your business depends on your attitude to outside investors, risk and pricing.

For owner-managed businesses, private equity is most commonly used either as a source of growth capital or to finance a management buy-out.

Growth capital

Owner-managed businesses often struggle to secure the funding they require for growth or end up with a higher level of bank debt than they are comfortable with. This can result in opportunities having to be turned away or a delayed response due to lack of resource. If this is the case, private equity investors can support your business both financially and operationally to take advantage of these opportunities.

Management buy-out

For the founder and majority shareholder of a business with a management team that understands and is capable of delivering a realistic growth plan, a management buy-out can provide a full or partial exit. It is also an opportunity for management to step up and take a stake in the business.

How do you find the right private equity investor?

There are many private equity houses, each with different investment criteria and sectors of interest. So it's important to determine from the outset the type of investor who would be interested in your business. An adviser will be vital in helping you decide which private equity houses you should approach and can facilitate appropriate introductions.

In terms of size, your business should ideally fall somewhere in the middle of an investor's existing portfolio. That way, your business is big enough to warrant sufficient attention, but not too large to be at the limits of the investor's comfort zone or area of expertise.

You should approach several potential investors with a clearly articulated business plan. For private equity investors, the ideal business will have established a competitive position in a growing market, be cash generative and have a strong management team. Few businesses will have all of these attributes, so the most important elements are transparency and how you'll continue to improve.

A series of successful meetings and presentations with potential investors will ideally result in a number of competing offers.

On what terms should you accept an investment?

Any offers you receive are likely to differ in terms of structure, valuation and the terms and conditions imposed. This is a complex area and your adviser will be able to present the offers in a way that enables you to make a clear comparison.

Some offers may seem attractive in the first instance based on the headline valuation, but it's more important to choose the offer that will provide you with the best long- term outcome.

For example, if you're hoping to retire, move abroad or take out as much of your cash as possible, you may not want to accept a deal which ties you to the business for three more years, even if the valuation is higher than any other offer.

What is private equity involvement like?

Having made a significant investment in your business, a private equity investor will take steps to ensure that the investment is carefully managed and protected. As part of a private equity deal, a non-executive director will often be appointed to the board and will have input into the strategy and direction of the company.

The right investor can also provide other benefits such as introductions to other portfolio companies and industry contacts, as well as guidance and support as the business expands.

Where can private equity get you?

A private equity investor will, at some point, want to take their money out and realise a return. In general this is done in conjunction with the management team and together they work with shareholders on a strategy to achieve this.

The timing and nature of exit will vary from investment to investment, although normally after three to five years the private equity investor will seek a return on some or all of the initial investment. This will commonly be achieved through a sale to a trade buyer or through a secondary buy-out, which may involve management exiting, re-investing or even a combination of the two.

R&D TAX RELIEF - AN ADDITIONAL SOURCE OF FUNDING?

By Rebecca Combes

Rebecca Combes explains how businesses can benefit from R&D tax relief.

Many companies overlook the opportunity to claim research and development (R&D) tax relief, which can be an alternative source of funding. R&D tax relief is available to all companies, regardless of sector, and has been in place since 2000. However, recent changes have made the relief even more beneficial, and now is a good time to consider whether your business should be claiming it.

In summary, R&D tax relief provides an enhanced deduction against taxable income for qualifying R&D costs which, for an SME, is now set at 225% of qualifying costs incurred after 31 March 2012. This means that a tax-paying SME can derive a cash benefit from claiming the relief of up to 31% of the original cost. If the SME is loss making, the losses can be surrendered in exchange for a cash payment from HMRC of around 25% of the qualifying costs, even where no corporation tax has ever been paid. This cash payment was previously linked to the amount of PAYE and NIC paid, but, for accounting periods ending on or after 1 April 2012, this requirement will fall away. For large companies, the benefit is currently a deduction of 130%, but there is no repayment in the case of loss-making large companies. This is set to change from April 2013 where the large company relief will be in the form of a credit to expenditure which is taxable, but for loss- making companies could be surrendered for a repayment. R&D tax relief can deliver considerable cash benefits to your business, whatever its size.

Whether your business is eligible for R&D tax relief or not will depend on the circumstances. R&D can be defined quite widely and it is not necessary for your business to be an R&D business. You may simply have some internal R&D activities on which tax relief may be due. An example of this could be developing additional functionality in your stock or other systems. It's always worth a look.

We have successfully assisted in making R&D tax relief claims in many sectors, including construction, software, gaming, renewable energy, financial services, transport, pharmaceuticals and many more. It really is a case of thinking outside the box.

PEOPLE, PROFIT, PLANET – THE EMERGENCE OF THE SOCIAL ENTREPRENEUR

by Nigel Kershaw OBE

Nigel Kershaw OBE, chairman of The Big Issue and CEO of Big Issue Invest, talks about social enterprise and why doing 'good business' is good for business.

Back in 1991, when The Big Issue was set up, the idea of a 'social entrepreneur' was completely foreign to most people. There were a few pioneers out there involved in 'ethical business', such as The Body Shop, and one or two you might call 'social innovators', like Lord Michael Young, who helped create the Open University and the Consumers Association. But social entrepreneurship itself was largely uncharted territory.

Now, in 2012, the term social entrepreneur is much more widely used, and we are seeing many social enterprises doing business in ways that create a positive social impact.

One of my heroes in life, Thomas Paine, a radical involved in both the American and French revolutions, once said, "A long habit of not thinking a thing wrong gives it a superficial appearance of being right". Paine was talking about the need to always challenge the status quo, and not accept things as they are. This underlies the story of my life, the story of social enterprise and the story of The Big Issue.

The Big Issue is born

Gordon Roddick and A. John Bird launched The Big Issue in 1991 in response to the growing number of rough sleepers on the streets of London. It addressed the problem by offering people who were homeless, or at risk of homelessness, the opportunity to earn a legitimate income, thereby 'helping them to help themselves'. Created as a business solution to a social problem, it has gone on to become one of the most instantly recognisable brands in the UK and a powerful blueprint for social change.

The organisation currently works with around 2,500 homeless and vulnerably housed people across the UK, and circulates over 105,000 copies of the magazine every week. Now comes the really good bit – the vendors pay £1.25 for each magazine and sell it on for £2.50. What we've done here is create 2,500 entrepreneurs and given them a self- sufficient alternative to begging, stealing, prostitution and street crime.

It sounds simple, but this idea really challenged business norms and we came up against a lot of resistance both from charities and business. For example, bank managers just couldn't get their heads around the fact that we might want to use our profits to solve homelessness rather than buy a yacht in Marbella!

Tackling the root causes of homelessness

But our social impact doesn't stop there. When The Big Issue makes a profit we mug ourselves on the way to the bank and give that profit to our foundation to help tackle the underlying causes of our vendors' homelessness. We've created a transformative business model that really works. We're not frightened of making profit. The profit we make, through the simple self-help mechanism of selling a magazine to our vendors, is recycled to seek to dismantle the causes that created the problem in the first place.

And that is what social enterprise is all about: finding a business solution to a social or environmental crisis. Creating profit to reinvest in growing the business and delivering the social mission.

In good company

Thankfully, we are by no means an isolated example. Government figures suggest there are more than 55,000 social enterprises in the UK, generating annual turnover of more than £27bn. Other well- known social enterprises include the Eden Project, Cafédirect and Jamie Oliver's Fifteen Foundation.

Less well known but equally inspiring examples are Cool2Care and My Time. Cool2Care places care workers with families with disabled children, while My Time delivers mental health counselling services. They were both set up by entrepreneurs who had experienced the problems they wanted to solve. Both offer remarkably innovative solutions to big social challenges. And both make a financial profit and deliver a social dividend.

Big Issue Invest

We're now helping to expand the social enterprise sector with Big Issue Invest, which is effectively an old-fashioned merchant bank that is run by social enterprises, for social enterprises. All our funds have been raised in the private marketplace with initial seeding from government. So far we've loaned nearly £20m to 230 social enterprises – including Cool2Care, My Time and Fifteen – with a loan repayment rate of 96% (and that with 75% loaned against future cashflows).

In 2010, we launched a fund to raise private capital to invest in social enterprises, with reasonable financial returns and high social impact. Investors include HSBC, Deutsche Bank, the Esmée Fairbairn Foundation and NESTA, as well as individuals and family trusts, such as Tony Nutt from Jupiter Asset Management, Eric Lonergan of M&G Investments and Henry Tinsley, formerly of Green & Blacks.

With Big Issue Invest we've had to turn the traditional finance model on its head. We're challenging the status quo again – extending the boundaries of traditional investment and philanthropy.

Making a difference

The culture of saying, "Yes, we can do things differently" comes from being a social enterprise. It comes from the kind of radical thinking upheld by Thomas Paine. And it's the kind of thinking that will continue to drive increasing numbers of social entrepreneurs as they look to address both inequalities and social and environmental problems with business solutions that can really transform our society.

THE GOOD, THE BAD AND THE INDIFFERENT

By Richard Mannion

Richard Mannion summarises what the recent Budget means for businesses.

The good

The 2012 Budget appeared to be about positioning the UK on the global stage and reinforcing the message that the country is open for business.

Lower rates of corporation tax, international tax reforms and a reduction in the top rate of income tax are all intended to encourage international businesses to stay in the UK or relocate here. These changes will also benefit the larger SME market, particularly if they have the desired outcome of increasing business for UK plc.

Measures were proposed to help the smallest businesses cope with their tax affairs. The Government will consult on introducing a voluntary cash accounting basis for those unincorporated businesses with a turnover up to the BAT registration threshold of £77,000. The consultation will also cover a simplified expenses system for the business use of homes, cars and motorcycles.

The bad

The focus of the newspapers was on what they called the "granny tax" – the proposal to freeze the age allowance.

In its latest report the Office of Tax Simplification (OTS) indicated that the age allowances needed to be reorganised. Leaving the allowances to 'wither on The vine' was seen as one of the ways to simplify this area of complexity – and the Government appeared to have accepted this decision, presumably in light of the increase in the personal allowance. The idea wasn't a bad one, but it may have been better to announce a consultation before reaching a conclusion.

The indifferent

Reducing tax rates is only part of the story when it comes to attracting businesses to the UK. We have the longest tax code in the world and, arguably, one of the most complex. The whole system needs root and branch reform if we are to seriously compete for business on a world stage.

The Government needs to demonstrate a commitment to real simplification, beginning with an increase in the resources of the OTS, which has done sterling work in identifying areas of the tax system in drastic need of updating, and following up with a programme of reforms.

EIS: RINGING THE CHANGES

By Adrian Walton

For businesses looking for alternatives to bank funding, recent changes to EIS regulations make this scheme well worth exploring.

The EIS is a tax-favoured scheme for individuals wishing to subscribe for new ordinary shares in qualifying trading companies, either directly or through EIS funds.

On 6 April 2012, the following changes came into effect, spelling good news for businesses and investors alike.

• Companies can now have up to 249 full-time employees, increased from up to 49.
• Investors can now invest in companies with maximum gross assets of £15m, up from £7m.
• Through the EIS, individuals can now invest up to £1m per annum alongside VCTs and other investors in much larger fundraisings.

The annual limit on the aggregate EIS and VCT funding for each qualifying company has risen from £2m to £5m on 6 April 2012 pending EU state aid approval.

Investors can get income tax relief of 30% on qualifying EIS investments and gains are free from CGT following a minimum three-year holding period.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.