John and Scott Veterinary Practice

Deal Facts

SectorConsultancy
CompletionJanuary 2025
Shareholding sold to the EOT80% sale to an EOT
Context

The story of the deal

The UK veterinary sector has been a major focus for investors over the last few years, so much so that the Competition and Markets Authority has published new guidelines for the industry.

Cathy Scott and Jo Johnson wanted a different outcome for the practice that they created and a sale to an EOT fitted well. Under EOT ownership, the practice continues as an indenpedent business, providing excellent care for their clients animals and remains as a great employer for the local community.

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Frequently asked questions

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.

This content is general commentary based on UK tax law as at the date of publication. It is not personal tax or financial advice. Speak to us about your specific circumstances. 
Talk to us about your exit

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.

For accountants, lawyers, and wealth managers

Are you working with a client who should be considering a sale of their business to an EOT? We will complement the work you do to deliver an optimal outcome for your client.