.svg)
£1Bn+
of EOT transactions advisedOne Team.
One Engagement.
Full service.
Initial feasibility review - the first meeting.
Is it achievable? The quick answer is "probably", but a business owner needs certainty. We explore the feasibility of a sale to an EOT in the first meeting and using our corporate finance expertise we also consider the alternatives. We will look at the business, the company’s shareholding structure, the requirements of management and consider whether the conditions for EOT Relief (12% effective CGT rate) can be met. At the end of the meeting, you will know whether an EOT sale is an achievable option for your company.
What price do I get? The final sale price is set at the company’s market value and we confirm this as part of the independent valuation we carry out. You do not need to sell at a discount because you’re selling to an EOT. During our initial meeting, we can give you an indication of the likely valuation range at which an EOT can buy your company.
How do I get paid? The price you get paid for your shares is based on the independent valuation. The EOT funds this from the surplus assets within the company and from the future profits of the company - normally there is no external financing involved. Typically, you get a payment at completion from the company’s surplus cash with the balance paid over 5-8 years from the company’s post tax profits.
A complete service from start to finish.
Eight stages. Between 12 and 18 weeks end-to-end for a typical deal.
Initial feasibility review
Proposal and data gathering
Transaction structuring
Heads of Terms
HMRC Clearance
Legal drafting
Communications
Completion
How to become employee owned, the full session.
Recorded with the Employee Ownership Association in June 2026, this session walks through the whole journey to employee ownership:how an EOT sale works, what it means for owners and employees, and the questions founders ask most.
A multidisciplinary team offering a complete service.
Our small team has delivered dozens of deals over the last few years. Our integrated approach to advice and delivery of transactions ensures that nothing gets “lost between the cracks” and that the project outcomes that are defined at the start of the conversation are those delivered at its conclusion.
Gerry Young
Gerry is a chartered accountant (ACA) who spent most of his career at PwC, London in the corporate finance division advising on SME transactions, before co-founding RVE in 2019.
At RVE Gerry has advised clients on over 50 EOT transactions across a broad range of sectors and deal sizes.
With over 30 years experience of advising on UK SME transactions which have included management buy-outs, trade sales, distressed sales, public company takeovers and of course EOT transactions, Gerry brings a wealth of experience to bear when advising clients on the exit option which is right for their company.
Mark Butler
Mark is a chartered accountant (ACA) with over 30 years’ experience of valuing companies and structuring corporate transactions.
Mark co-founded RVE in 2019 having previously worked at PwC, London in their corporate finance team and at the investment bank Henry Ansbacher.
At RVE Mark has advised on more than 50 completed EOT transactions across a wide range of sectors and deal sizes.
Mark brings a wealth of experience to bear when advising company owners on their exit options, the value of their company and deal structuring options.
.webp)
Andrew Carpenter
Andrew is a qualified solicitor who has spent most of his 30+ years career as a partner with international law firms in the City of London where he advised on domestic and international corporate transactions involving private companies and investors.
Having advised many owner managers of businesses as well as investors and corporate clients Andrew has a good understanding all sides of the EOT transaction which leads to a balanced and efficient approach.
Andrew’s role on an EOT transaction is to draft the legal documents which give effect to the transaction (the trust deed, the sale and purchase agreement and the incorporation documents for the trustee company being the principal documents) but also to advise more broadly, from a legal perspective, on how the transaction structure impacts the various stakeholders (the employees, the Company’s lenders, the shareholders and the directors).
Tom Lethaby
Tom has an MBA from the Henley Business School and is a qualified member of the corporate finance faculty of the ICAEW.
At RVE Tom has advised on EOT transactions across a variety of business sectors including: recruitment, professional services, manufacturing, veterinary services, consultancy and the creative industries. This breadth of experience reflects how broadly the EOT structure now applies to SMEs across the UK.
Tom represents RVE at the Membership Council of the Employee Ownership Association (“EOA”), the UK trade body that promotes employee ownership.
Tom speaks regularly at EOA events and has led a number of seminars sponsored by the EOA and other industry groups to promote better understanding of the benefits of employee ownership.
One team that delivers the whole deal.
RVE takes on the project management role and provides the full range of professional advice needed to review the options and complete the transaction. This model has worked well on over 50 EOT transactions over the past 6 years and is what our clients tell us they prefer.
"A smooth, joined up process"
How this played out for a recent founder.
Our Approach- common questions.
Selling to an EOT can be a relatively quick process typically taking less than 6 months to complete once a decision has been taken by the owners to proceed. This is because the key steps in an EOT transaction are relatively straightforward and the negotiations are very much “in-house” involving the owners, the company and the EOT. With an EOT transaction there are no long delays in identifying buyers, preparing information memoranda, waiting for debt and equity finance to be arranged and negotiating with potential buyers over price, disclosures and onerous warranties.
The EOT is administered by a trustee company, which is formed at the direction of the Company. The trustee company is a UK incorporated dormant company limited by guarantee, whose sole purpose is to administer the trust. The trustee company is registered at Companies House. The directors of the trustee company (known as “the trustees”) are in the first instance appointed by the Company, and will typically comprise of a mix of the founder / owner, an independent professional and an employee, but a majority of the trustees must not e connected to the vendor shareholders
It is not essential but some shareholders wish to take their own separate legal advice. RVE is appointed by the Company and we draft the legal transaction documents which represent market terms between a willing buyer and willing seller. RVE is not therefore acting for the selling shareholders, or for the EOT as a buyer, but sits in the middle to determine a market price for the transaction (through the independent valuation) and market terms for the transaction (by drafting the transaction documents based on market precedent).
Some founders elect to have their own legal counsel to review the transaction documents independently, which we welcome and accommodate. Most do not, as the transaction documents are relatively easy to understand and reflect a clear Heads of Terms document which RVE has drafted.
The key elements of an EOT transaction are feasibility review, structuring, valuation, tax clearance and legal documentation . It is possible to complete these work streams within 2 months although it requires considerable co-ordination and commitment from both adviser and the Company. The HMRC clearance process typically takes 3-4 weeks, within the transaction timetable.
For EOT Relief to apply to the sale of shares to an EOT the transaction must be classified by HMRC as a capital transaction.
An EOT Transaction involves the Company making distributions to the EOT out of its distributable profits, which the EOT then applies to satisfy the sale consideration due to the vendor shareholders. These distributions happen at completion and then typically over 5-8 years to satisfy in full the sale consideration.
It is important that HMRC does not classify the payments that the EOT is making to the shareholders as “disguised dividends” because they are funded by the Company out of its distributable reserves. If this were the case then the receipts by the shareholders would be treated as income and taxable as dividends.
Hence it is good market practice to apply to HMRC for Transactions in Securities (“TIS”) clearance to confirm that the transaction will be treated as a capital transaction that is subject to the CGT regime.
TIS clearance is typically submitted once the Heads of Terms for the transaction have been agreed with the vendor shareholders.
HMRC has a statutory 30 day response window for TIS clearance requests, and in the vast majority of cases clearance is received within this 30 day period, if the transaction is structured correctly and proper disclosure has been made in the clearance letter.
Before we meet a client for the first time, we would ask for some information on the Company (e.g. recent accounts and shareholder structure). With this information and a Q&A session with the founder / controlling shareholder we can usually address three key questions: is an EOT transaction feasible (ie will the EOT Relief conditions be satisfied), what is the likely valuation range, and over what time period would the vendor shareholders be paid.
At our first meeting the Q&A will focus on company history, ownership, financial performance (historic and prospective), employee headcount and culture.
We are happy to meet in person or over Teams / Zoom video call.
A typical EOT Transaction will take 4 months. RVE acts as the adviser to the Company to execute the transaction, carrying out work over 6 phases: feasibility review, transaction structuring, valuation, tax clearance, legal transaction documents drafting, completion.
Within the timetable HMRC clearance is the most variable element. Clearance is normally received 4 weeks after submission, although this can be shorter (and occasionally longer if HMRC requires additional clarification on elements of the transaction).
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.