Agilia EOT Sale, Infrastructure Consultancy (2023)
How RVE advised on the infrastructure consultancy EOT sale of Agilia completed in 2023, with the corporate finance, tax, legal and trustee work delivered as one engagement.
Deal Facts
"We are also, of course, delighted to welcome James Stewart as our new Chair and Anne Tiedemann as our independent chair of Agilia’s Employee Owned Trust, and look forward to working with them to ensure Agilia remains focused on delivering for our clients in accordance with our collective values."
The story of the deal
2nd May 2023
Agilia, the specialist infrastructure consultancy, has become Employee Owned to support its ambitions to be recognised among the leading infrastructure consultancies in the UK and internationally.
Established in 2017 by Mike Pugsley and Amar Qureshi, who each have 25 years of experience working at the heart of major infrastructure projects, Agilia has grown to more than 50 employees including a number of apprentices. It is currently engaged on a portfolio of the most significant UK and international infrastructure projects across the water, energy and transport sectors.
Based in London and Teesside, Agilia reflects the geographical roots of its founders, with Mike hailing from Redcar and Amar from East London, which is also at the foundations of its commitment to being inclusive and genuine champions of social mobility.
Agilia’s reconstitution as an Employee Ownership Trust (EOT) provides all of its employees with a share in the business and is designed to ensure that there remains strong cultural as well as financial alignment within the team.
As part of the reconstitution of the business, Agilia has also appointed James Stewart as its new Chair. James succeeds Fred Maroudas, who remains as part of Agilia’s senior team as a Senior Adviser.
The Agilia Employee Ownership Trust, which now becomes Agilia’s majority shareholder, will be chaired by Anne Tiedemann, who has more than 30 years’ experience in strategic and operational management working in markets including the US, Latin America, the Middle East and Africa.
Agilia was advised by EOT specialists RVE Corporate Finance on all matters relating to the creation of the Agilia Employee Ownership Trust.
Mike Pugsley, Joint Managing Director and Co-Founder of Agilia, said: “Amar and I are both proud of what we have achieved to date, and our change in ownership structure has been prompted by a desire to ensure that we embed a long-term sustainable structure for the business.
“We wanted our organisation to more closely reflect what we aim to do on the projects we are engaged to deliver. This includes creating project and organisational structures for our clients which promote collective commercial and value alignment to serve a wider purpose. Moving to an EOT will support the further development of our people as we continue to nurture future leaders of the infrastructure sector.”
Amar Qureshi, Joint Managing Director and Co-Founder, said: “We are also, of course, delighted to welcome James Stewart as our new Chair and Anne Tiedemann as our independent chair of Agilia’s Employee Owned Trust, and look forward to working with them to ensure Agilia remains focused on delivering for our clients in accordance with our collective values.”
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Case Study - common questions.
Yes. Most founders / controlling shareholders stay on as director (and often as chair or CEO) for between 1-5 years post-completion, then transition to a part-time non-executive or consultancy role. You agree your role and time commitment with the trustee board; there is no requirement to exit operationally. Many founders find the post-EOT phase the most rewarding part of their career, with a clear financial exit having been arranged and a plan for management succession in place.
EOA research consistently shows employee-owned businesses outperform privately-held peers on productivity, profitability and employee engagement. RVE founders consistently report that their businesses perform ahead of plan post-completion, with vendor loans paid down ahead of schedule. The cultural alignment and engagement boost typically delivers measurable productivity gains within the first 12 to 24 months of EO. Growth depends on the business; the EOT structure does not constrain it.
The deferred consideration due to the vendors is repayable from future company profits, typically over a 5-8 year period. So if the business genuinely struggles, the term of the loan note may need to be extended by 2-3 years. In extreme circumstances, some of the vendor loan may need to be written off (eg if the business were to become insolvent).
The vendors do therefore retain business risk relating to the ultimate payment of the sale consideration under the EOT model.
If the business outperforms the original projections however, the vendor loan can be accelerated, and some vendors have been paid out in full within 4 years.
We are happy to talk over Teams or meet to discuss your exit planning.
We can normally assess whether an EOT transaction will be viable and the likely valuation range at our first meeting.
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